10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2018

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 001-13984

ATTIS INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

New York	13-3832215
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

12540 Broadwell Road, Suite 2104

Milton, GA 30004

(Address of principal executive offices)

(678)-871-7457

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.025	ATIS	The NASDAQ Capital Market
Warrant to purchase Common Stock (expiring January 30, 2022)	ATISW	The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted, every Interactive Data File required to be submitted 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 such files. Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of July 9, 2019, there were 4,313,041 shares outstanding of the registrant’s common stock.

Explanatory Note

This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”), which amends and restates items identified below with respect to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, initially filed by Attis Industries Inc. (the “Company”) with the Securities and Exchange Commission on May 19, 2018 (the “Original Filing”) is being filed solely to revise Part I, Item 1. Financial Statements to include restated Consolidated Financial Statements, as described in Note 16 to the Consolidated Financial Statements, and to include the following modifications to the Notes to Consolidated Financial Statements as well Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Note 4, “Property, Plant and Equipment” was updated to reflect the change in status of American Science and Technology Corporation “AST”;

Note 5 “Intangibles Assets” was updated to reflect the change in status of AST;

Note 13 “Variable Interest Entity” was changed into a Lease Accounting footnote which reflects the lease accounting under the AST agreement and the resulting change in status whereby AST is no longer considered a VIE that requires consolidation;

Note 14 “Segment Reporting” was updated to reflect the change in status of AST;

Note 15 “Subsequent Events” was updated to include an explanation of the warrants;

Note 16 “Restatement” was added to outline the corrections that were made to the financial statements;

Management Discussion & Analysis was updated to reflect all the changes above;

Except where otherwise indicated, all stock prices, share amounts, per share information, stock options and common stock purchase warrants in this Form 10-Q/A reflect the impact of the reverse stock split applied retroactively.

This Form 10-Q/A amends and restates in its entirety the Original Filing. Except as stated above, this Form 10-Q/A does not reflect events occurring after the Original Filing and does not modify or update in any way the disclosures contained in the Original Filing. Accordingly, this Form 10-Q/A should be read in conjunction with the Original Filing. Please refer to recent filings made with the SEC for additional information.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations	2
	Unaudited Condensed Consolidated Statements of Cash Flows	3
	Notes to the Unaudited Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
Signatures		48

i

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

ATTIS INDUSTRIES INC. AND SUBSIDIARIES

 CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

	March 31, 2018 (Restated, Note 16)			December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	1,013,180		$	400,223
Accounts receivable, net of allowance		731,085			861,031
Prepaid expenses		969,963			334,603
Other current assets		6,450			6,450
Current assets held for sale		9,513,600			8,714,497
Total current assets		12,234,278			10,316,804
Property and equipment, at cost net of accumulated depreciation		1,940,263			333,499
Other assets:
Contract deposits		-			536,076
Other deposits		152,544			162,206
Goodwill		5,279,207			5,279,207
Capitalized software		97,516			108,767
Patents		3,107,607			3,141,796
Customer list, net of accumulated amortization		2,447,250			2,718,300
Website, net of accumulated amortization		25,582			27,117
Total other assets		11,109,706			11,973,469
Total noncurrent assets held for sale		87,042,249			80,932,386
Total assets	$	112,326,496		$	103,556,158
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	2,004,208		$	1,777,355
Accrued expenses		1,926,676			820,458
Notes payable, related parties		6,891			6,891
Derivative and other fair value liabilities		11,469,171			2,307,363
Current portion - capital leases payable		21,455			25,999
Current portion - long term debt		4,820,629			8,502,387
Current liabilities held for sale		17,423,578			84,227,518
Total current liabilities		37,672,608			97,667,971
Long-term liabilities:
Contingent consideration liability		1,929,936			1,957,226
Deferred tax liability		14,337			14,337
Deferred rent		53,055			53,418
Lease payable		1,288,709			-
Long term debt, net of current		8,364,660			1,977,707
Noncurrent liabilities held for sale		90,704,395			17,307,998
Total long-term liabilities		102,355,092			21,310,686
Total liabilities		140,027,700			118,978,657
Preferred Series E stock, cumulative, stated value $100 per share, par value $.001, 300,000 shares authorized, 223,950 and 300,000 shares issued and outstanding, respectively		2,696,523			1,253,476
Preferred Series F stock, cumulative, stated value $1,000 per share, par value $.001, 2,500 shares authorized, 2,500 and -0- shares issued and outstanding, respectively		-			-
Shareholders’ deficit:
Preferred Series A stock, par value $.001, 51 shares authorized, issued and outstanding		-			-
Preferred Series B stock, par value $.001, 71,210 shares authorized, 0 and 0 issued and outstanding		-			-
Preferred Series C stock, stated value $100 per share		-			-
Preferred Series D stock, cumulative, stated value $100 per share, par value $.001, 141,000 shares authorized, 106,950 and 141,000 shares issued and outstanding, respectively		1,269,511			531,691
Common stock, par value $.025, 75,000,000 shares authorized, 2,148,080 and 1,832,372 shares issued and 2,141,393 and 1,830,969 shares outstanding, respectively		33,724			45,770
Common stock to be issued		4,935			90,018
Treasury stock, at cost, 11,500 shares		(28,031	)		(28,031	)
Additional paid in capital		59,699,039			66,286,763
Accumulated deficit		(92,728,320	)		(85,061,593	)
Total shareholders’ deficit		(31,749,142	)		(18,135,382	)
Noncontrolling Interest		1,351,415			1,459,407
Total equity		(30,397,727	)		(16,675,975	)
Total liabilities and shareholders’ deficit	$	112,326,496		$	103,556,158

1

ATTIS INDUSTRIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended
	March 31, 2018 (Restated, Note 16)			March 31, 2017
Revenue
Services	$	788,218		$	-
Total revenue		788,218
Cost and expenses:
Operating		856,490			-
Bad debt expense		717,231			-
Depreciation and amortization		385,986			19,744
Selling, general and administrative		3,813,431			1,934,303
Total cost and expenses		5,773,138			1,954,047
Other income (expenses):
Unrealized (loss) on change in fair value of derivative and other fair value liabilities		(1,917,834	)		(816,997	)
Unrealized gain from change in fair value of contingent consideration		27,290			-
Gain on extinguishment of debt		-			2,911,361
Interest income		1,891			-
Interest expense		(320,072	)		(192,513	)
Total other income		(2,208,725	)		1,901,851
Loss before income taxes		(7,193,645	)		(52,196	)
Provision for income taxes		-			-
Loss from continuing operations	$	(7,193,645	)	$	(52,196	)
Discontinued Operations
Loss from operations of discontinued operations	$	(544,145	)	$	(2,970,494	)
Consolidated Net Loss	$	(7,737,790	)	$	(3,022,690	)
Net (income) loss attributable to noncontrolling interest	$	(71,064	)	$	32,160
Net loss available to common shareholders	$	(7,666,726	)	$	(3,054,850	)
Deemed dividend related to beneficial conversion feature and accretion of a discount on Series C Preferred Stock	$	-		$	(2,115,317	)
Deemed dividend related to Series A and B warrants down round provision	$	(9,648	)	$	-
Deemed dividend related to Series D and E warrants down round provision	$	(234,912	)	$	-
Deemed dividend related to extinguishment of Series D and E Preferred Stock	$	(2,626,873	)	$	-
Deemed dividend related to conversion of Series D Preferred Stock	$	(212,230	)	$	-
Deemed dividend related to conversion of Series E Preferred Stock	$	(386,978	)	$	-
Net loss attributable to common stockholders	$	(11,137,367	)	$	(5,170,167	)
Earnings per common share (basic and diluted):
Loss from continuing operations		(4.91	)		(3.36	)
Loss from discontinued operations		(0.25	)		(4.55	)
Net loss per common share	$	(5.16	)	$	(7.91	)
Weighted average number of shares outstanding (Basic and Diluted)		2,169,861			645,947

2

ATTIS INDUSTRIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	3 Months Ended
	March 31, 2018 (Restated, Note 16)			March 31, 2017
Cash flows from operating activities:
Net loss	$	(7,737,790	)	$	(3,022,690	)
Adjustments to reconcile net loss to net cash (used in) provided from operating activities:
Depreciation and amortization		385,986			2,998,766
Interest accretion on landfill liabilities		-			56,401
Amortization of capitalized loan fees & debt discount		339,555			150,684
Unrealized (gain)/loss on fair value and derivative liabilities		1,926,013			554,112
Unrealized gain from change in fair value of contingent consideration		(27,290	)		-
Bad debt expense		757,320			178,488
Deferred tax expense		-			101,613
Stock and Options issued to employees and consultants for compensation		179,358			27,375
Gain on extinguishment of debt		-			(2,654,821	)
Loss (Gain) on disposal of equipment		-			(841	)
Changes in working capital items net of acquisitions:
Accounts receivable, net of allowance		(1,201,863	)		(924,962	)
Prepaid expenses and other current assets		(243,619	)		(324,244	)
Contract deposits		36,076			-
Other deposits		9,662			-
Accounts payable and accrued expenses		3,418,456			(1,383,897	)
Deferred compensation		-			(769,709	)
Deferred revenue		386,111			1,050,524
Deferred Rent		(364	)		-
Net cash used in operating activities		(1,772,389	)		(3,963,201	)
Cash flows from investing activities:
Investment in CFS Group of Companies		-			(3,933,276	)
Landfill additions		(909,538	)		(12,333	)
Acquisition of property, plant and equipment		(995,620	)		(1,403,896	)
Purchases of short-term investments		-			13,447
Net cash used in investing activities		(1,905,158	)		(5,336,058	)
Cash flows from financing activities:
(Repayments) borrowings on notes due related parties		-			(253,000	)
Proceeds from loans		3,325,000			569,212
Proceeds from issuance of common stock, net of fees		-			10,764,931
Proceeds from issuance of Series F Preferred Stock and Series A Warrants net of placement fees of $248,000		2,002,000			-
Proceeds from warrant exercise		4,750			-
Dividend distribution to non-controlling shareholders		(36,927	)		-
Principal payments on capital lease		(294,657	)		(67,291	)
Principal payments on notes payable		(762,478	)		(1,259,503	)
Net cash provided from financing activities		4,237,688			9,754,349
Net change in cash		560,141			455,090
Beginning cash		997,216			823,272
Ending cash	$	1,557,357		$	1,278,362
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	2,559,789		$	1,497,429
Supplemental Non-Cash Investing and Financing Information:
Note payable incurred for acquisition	$	3,692,000		$	34,100,000
Common stock issued for consideration in an acquisition	$	545,700		$	1,390,000
Retirement of Preferred Stock C and related top off provision through the issuance of Common Stock C (and related derivative liability)	$	-		$	2,644,951
Property, plant and equipment additions financed with notes payable and capital leases	$	2,236,734		$	195,646
Deemed dividend related to beneficial conversion feature of Series C Preferred Stock	$	-		$	2,115,317
Deemed dividend related to Series A and B warrants down round provision and reclass to derivative liability	$	1,242,735		$	-
Deemed dividend related to Series D and E warrants down round provision and reclass to derivative liability	$	3,722,357		$	-
Deemed dividend related to extinguishment of Series D and E Preferred Stock	$	2,626,873		$	-
Deemed dividend related to conversion of Series D Preferred Stock	$	737,820		$	-
Deemed dividend related to conversion of Series E Preferred Stock	$	1,423,416		$	-

3

Attis Industries Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

NOTE 1 – NATURE OF OPERATIONS AND ORGANIZATION

An amendment to the Company’s certificate of incorporation to change the name of the Company to Attis Industries Inc. became effective on April 23, 2018.

Historically, the Company was a regional, vertically integrated solid waste services company that provided collection, transfer, disposal and landfill services. This set of businesses was held for sale beginning on December 6, 2017. The results of such operations are classified as losses from discontinued operations.

The Company was primarily in the business of residential and commercial waste disposal and hauling and has contracts with various cities and municipalities. The majority of the Company’s customers are located in the St. Louis metropolitan and surrounding areas and throughout central Virginia.

On February 15, 2017, the Company, in order to expand its geographical footprint to new markets outside of the state of Missouri, acquired 100% of the membership interests of The CFS Group, LLC, The CFS Group Disposal & Recycling Services, LLC and RWG5, LLC (“The CFS Group”) pursuant to a Membership Interest Purchase Agreement, dated February 15, 2017. This acquisition was consummated to further define the Company’s growth strategy of targeting and expanding within vertically integrated markets and serve as a platform for further growth. See note 3.

The discontinued operations of the company operated under seven separate Limited Liability Companies:

(1) Here To Serve Missouri Waste Division, LLC (“HTSMWD”), a Missouri Limited Liability Company;

(2) Here To Serve Georgia Waste Division, LLC (“HTSGWD”), a Georgia Limited Liability Company;

(3) Meridian Land Company, LLC (“MLC”), a Georgia Limited Liability Company;

(4) Christian Disposal, LLC and subsidiary (“CD”), a Missouri Limited Liability Company;

(5) The CFS Group, LLC;

(6) The CFS Group Disposal & Recycling Services, LLC; and

(7) RWG5, LLC

Attis Industries Inc. f/k/a Meridian Waste Solutions, Inc. (the “Company” or “Attis”) is now an innovative technology company which focuses on biomass innovation and healthcare technologies. Attis generally operates two lines of business currently: technologies (the “Technologies Business”) through its wholly-owned subsidiary, Mobile Science Technologies, Inc.; and innovations (the “Innovations Business”) through its wholly-owned subsidiary, Attis Innovations, LLC. Attis’ Technologies Business centers on creating community-based synergies through healthcare collaborations and software solutions and the Innovation Business strives to create value from recovered resources, through advanced byproduct technologies and assets found in downstream production. The Technologies Division of the Company, sometimes referred to herein as “Attis Healthcare”, includes our healthcare group. Our healthcare group focuses on improving patient care and providing cost-saving opportunities through innovative, compliant, and comprehensive diagnostic and therapeutic solutions for patients and healthcare providers. We offer a broad portfolio of what we believe to be best-in-class solutions, combined with insight and expertise, to give providers tools that lead to healthier patients and communities. Attis Healthcare offers products and services in a variety of areas, including hospital consulting services for both laboratory services and emergency department revenue enhancement, polymerase chain reaction (“PCR”) molecular testing, pharmacogenetics (“PGx”) testing, and medication therapy management. 

The Company’s operations held for use operate under the following Limited Liability Companies:

(1) Mobile Science Technologies, Inc. (referred to herein as “Attis Healthcare”); and

(2) Attis Innovations, LLC

4

Basis of Presentation

The accompanying condensed consolidated financial statements of Attis Industries Inc. and its subsidiaries (collectively called the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements do not include all of the information and footnotes required by US Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2017 included in our Annual Report on Form 10-K for the Company as filed with the SEC. The consolidated balance sheet at December 31, 2017 contained herein was derived from audited financial statements but does not include all disclosures included in the Form 10-K for Attis Industries Inc., and applicable under accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America, but not required for interim reporting purposes, have been omitted or condensed.

In the opinion of management, all adjustments (consisting of normal recurring items) necessary for a fair presentation of the unaudited condensed financial statements as of March 31, 2018, and the results of operations and cash flows for the three months ended March 31, 2018 have been made. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for a full year.

As noted in NOTE 3, the Company entered into a share exchange agreement with Mobile Science Technologies, Inc., a Georgia corporation (“MSTI”) which was deemed to be an entity under common control during the second quarter of 2017. Accordingly, the consolidated financial statements have been retrospectively adjusted to furnish comparative information for all periods presented in accordance with Accounting Standards Codification (ASC) 805. Specifically, the consolidated financial statements include the financial information of MSTI for all periods presented. 

Basis of Consolidation

The condensed consolidated financial statements for the three months ended March 31, 2018 include the operations of the Company and its wholly-owned subsidiaries and a Variable Interest Entity (“VIE”) owned 20% by the Company (and included in discontinued operations) and a VIE owned approximately 70% by the Company (included in continuing operations).

All significant intercompany accounts and transactions have been eliminated in consolidation.

Going Concern, Liquidity and Management’s Plan

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. We have experienced recurring operating losses in recent years. Because of these losses, the Company had negative working capital of approximately $25,000,000 at March 31, 2018, excluding current assets and current liabilities held for sale. The conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company believes that the working capital deficit can be satisfied with additional capital raises, cash on hand at March 31, 2018, the sale of the waste services division, and the growth of our innovations and technology division. There is no assurance the Company will be successful in implementing its strategy.

On February 20, 2018, Attis Industries Inc. signed an agreement with Warren Equity Partners (“WEP”), which closed on April 20, 2018, to sell the waste operations of the Company to WEP. As part of this sale the Company will be able to eliminate a majority of its debt, as well as the approximately $11,000,000 annual debt service payments. The Company received $3,000,000 in cash as part of the sale. We also have a revised credit agreement from our primary lender with more favorable terms this will help to execute our growth strategy without the encumbrances of the substantial debt and recurring losses of the waste operations.

Post-close the Company will focus on growing its Innovations and Technology divisions. In anticipation of the sale of the waste division the Company purchased Verifi Labs in November of 2017. Additionally, we are in the process of setting up a federal lab and also a commercial lab, both of which we expect to be operational in May of 2018.

As of March 31, 2018 the Company had approximately $1,000,000 in cash, in its continued operations, to cover its short term cash requirements. The Company is still evaluating raising additional capital through the public markets as well as looking for capital partners to assist with operating activities and growth strategies.

5

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At March 31, 2018 and 2017 the Company had no cash equivalents.

In our Consolidated Statement of Cash Flows, cash and cash equivalents includes cash presented within assets held for sale within the Consolidated Balance Sheets. A reconciliation of cash and cash equivalents per the Consolidated Balance Sheets and per the Statements of Cash Flow are as follows:

	March 31, 2018		March 31, 2017
Cash and cash equivalents – balance sheet		1,013,180		141,679
Cash included in assets held for sale - balance sheet		544,177		1,136,683
Cash and cash equivalents – statements of cash flow		1,557,357		1,278,362

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, account payable, accrued expenses, contingent consideration arrangement, shortfall provision payable and notes payable. The carrying amount of these financial instruments approximates fair value due to length of maturity of these instruments.

Derivative Instruments

The Company enters into financing arrangements that consist of freestanding derivative instruments or hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretations of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering of the rights and obligations of each instrument.

The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. The Company uses a Monte Carlo simulation put option Black-Scholes Merton model. For less complex derivative instruments, such as freestanding warrants, the Company generally use the Black Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of this accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative loss. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given year result in the application of non-cash derivative gain.

See Notes 6, 7 and 8 for a description and valuation of the Company’s derivative instruments.

6

Impairment of long-lived assets

The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. No impairments were noted during the three months ended March 31, 2018 and 2017.

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company has deferred tax liabilities related to its intangible assets, which were approximately $14,000 as of March 31, 2018.

The Company follows the provisions of the ASC 740 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company analyzes its tax positions by utilizing ASC 740 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.

Use of Estimates

Management estimates and judgments are an integral part of consolidated financial statements prepared in accordance with GAAP. We believe that the critical accounting policies described in this section address the more significant estimates required of management when preparing our consolidated financial statements in accordance with GAAP.

We consider an accounting estimate critical if changes in the estimate may have a material impact on our financial condition or results of operations. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustment to these balances in future periods.

Accounts Receivable

Accounts receivable are recorded at management’s estimate of net realizable value. At March 31, 2018, and December 31, 2017 the Company had approximately $1,400,000 and $860,000 of gross trade receivables, respectively.

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Our reported balance of accounts receivable, net of the allowance for doubtful accounts, represents our estimate of the amount that ultimately will be realized in cash. We review the adequacy and adjust our allowance for doubtful accounts on an ongoing basis, using historical payment trends and the age of the receivables and knowledge of our individual customers. However, if the financial condition of our customers were to deteriorate, additional allowances may be required. At March 31, 2018 and December 31, 2017 the Company had approximately $700,000 and $0 recorded for the allowance for doubtful accounts, respectively.

Property and equipment

Property and equipment are recorded at its historical cost. The cost of property and equipment is depreciated over the estimated useful lives (ranging from 5 -39 years) of the related assets utilizing the straight-line method of depreciation. The cost of leasehold improvements is depreciated (amortized) over the lesser of the length of the related leases or the estimated useful lives of the assets. Ordinary repairs and maintenance are expensed when incurred and major repairs will be capitalized and expensed if it benefits future periods.

Intangible Assets

Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually. The Company has intangible assets subject to amortization related to its asset purchase of Advanced Lignin Biocomposite Patents and the acquisition of WelNess Benefits, LLC and Integrity Labs, LLC.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired. In accordance with Accounting Standards Codification (ASC) 350, “Goodwill and Other Intangible Assets”, goodwill is not amortized, but rather is tested for impairment at least annually or more frequently if indicators of impairment are present. The Company performs its annual goodwill impairment analysis as of November 30, and, if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. The Company adopted ASU 2017-04, “Intangibles - Goodwill and Other: Topic 350: Simplifying the Test for Goodwill Impairment”, which eliminated step two from the goodwill impairment test. In assessing impairment on goodwill, the Company first analyzes qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The qualitative factors the Company assesses include long-term prospects of its performance, share price trends and market capitalization and Company-specific events. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not need to perform the quantitative impairment test. If based on that assessment, the Company believes it is more likely than not that the fair value of the reporting unit is less than its carrying value or the Company decides to opt out of this step, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value. A goodwill impairment charge is recognized for the amount by which the reporting unit’s fair value is less than its carrying value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. No impairment was recorded for the quarter ended March 31, 2018.

Revenue Recognition

The Company adopted Financial Accounting Standards Board (“FASB”) ASC Topic 606 (“ASC 606”), Revenue from Contracts with Customers and its amendments with a date of the initial application of January 1, 2018. ASC Topic 606 sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity is required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods and services.

The Company applied the modified retrospective approach under ASC 606 which allows for the cumulative effect of adopting the new guidance on the date of initial application. Use of the modified retrospective approach means the Company’s comparative periods prior to initial application are not restated. The initial application was applied to all contracts at the date of the initial application. The Company has determined that the adjustments using the modified retrospective approach did not have a material impact on the date of the initial application along with the disclosure of the effect on prior periods.

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Revenue from continuing operations consisted of referral and management related lab testing fees of $758,000 and management fees related to the management of laboratory services of $30,000.

In relation to the lab testing fees, the Company receives revenues from the referral of blood and toxicology testing services. As compensation for the referral and management services rendered hereunder, the Company gets paid a percentage of the net collected revenue of the hospital outreach laboratory as it pertains to samples processed as part of its outpatient outreach program. The amount of revenue varies based off the sample type. Our earned fees are paid weekly based upon all the net collected revenue received by the hospital during the period following the previous payment date. The Company recognizes revenue when the testing has occurred as that completes our performance obligation. There are no variable consideration estimates, service type warranties or other significant management estimates related to our recognition of this revenue.

In relation to our management service agreement revenue, the Company manages a hospital’s laboratory and serves as the sole and exclusive provider of non-patient lab administrative and management consulting services including the day-to-day management assistance, administrative and support services for, and on behalf of the laboratory related to the operation of its facility. In this arrangement, the management fee is a fixed monthly amount that does not vary with the number of procedures performed. This service is governed by a management service agreement and our performance obligation is the performance of the management services. There are no variable revenue components and revenue is recognized ratably over the month as the services are performed. The Company does not offer any service type warranties and there are no other significant management estimates related to our recognition of this revenue.

Revenue related to our discontinued operations consists of solid waste services performed including the collection, hauling, transfer, disposal of waste and landfill services. The Company primarily focused on residential and commercial waste disposal and hauling and has contracts with various cities and municipalities in Missouri and Virginia. Our performance obligations under these contracts tend to be singular in nature such as period pick-ups at specified times or the physical storing of waste. Our pricing is fixed and contractually stated with any variable revenue components such as discounts and rebates being immaterial to revenue as a whole. Revenue is recognized as the service is performed which for periodic pick up is ratably over the pick-up period and for transfer and disposal services it is when such transfer and disposal has taken place.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

At March 31, 2018 the Company had outstanding stock warrants and options for 2,333,939 and 1,434 common shares, respectively. Also, at March 31, 2018 the Company had outstanding Preferred Stock Series D, E and F convertible in to 133,688, 279,938 and 332,447 shares, respectively. These are not presented in the consolidated statements of operations as the effect of these shares is anti- dilutive.

At December 31, 2017 the Company had outstanding stock warrants and options for 1,644,359 and 1,434 common shares, respectively. Also, at December 31, 2017 the Company had outstanding Preferred Stock Series D and E convertible in to 176,250 and 375,000 shares, respectively. These are not presented in the consolidated statements of operations as the effect of these shares is anti- dilutive.

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Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also require measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

The Company recorded stock based compensation expense of approximately $180,000 and $27,000 during the three months ended March 31, 2018 and 2017, respectively, which is included in compensation and related expense on the statement of operations.

Recent Accounting Pronouncements

Derivatives and Hedging. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12), which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, including interim periods therein with early adoption permitted. The Company will adopt this guidance in the first quarter of 2019 and does not expect a significant impact on its consolidated financial statements.

Stock Compensation. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2017-09) to provide clarity and reduce both the (1) diversity in practice and (2) cost and complexity when changing the terms or conditions of share-based payment awards. Under ASU 2017-09, modification accounting is required to be applied unless all of the following are the same immediately before and after the change:

1. The award’s fair value (or calculated value or intrinsic value, if those measurement methods are used);

2. The award’s vesting conditions; and

3. The award’s classification as an equity or liability instrument.

The Company adopted this guidance in the first quarter of 2018 and it did not have a significant impact an impact on the financial statements.

Statement of Cash Flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which is intended to reduce the existing diversity in practice in how certain cash receipts and cash payments are classified in the statement of cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash (Topic 230) (ASU 2016-18), which requires the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-15 and ASU 2016-18 are both effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, provided that all of the amendments are adopted in the same period. The amendments will be applied using a retrospective transition method to each period presented. The Company adopted these guidances in the first quarter of 2018 and it did not have a significant impact on its financial statements.

Financial Instruments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company will adopt this guidance in the first quarter of 2020 and is currently evaluating the impact of this new standard on its consolidated financial statements.

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Leases. In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02), which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. Upon adoption, lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company will adopt this guidance in the first quarter of 2019 and is currently evaluating the impact of this new standard on its consolidated financial statements.

Financial Instruments. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The ASU also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. Entities will have to assess the realizability of such deferred tax assets in combination with the entities other deferred tax assets. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017 and for interim periods within that reporting period. In the first quarter of 2018, the Company will elect to adopt the measurement alternative, which will apply this ASU prospectively, for its equity investments that do not have readily determinable fair values. The Company adopted this guidance in the first quarter of 2018 and it did not have a significant impact on its consolidated financial statements. 

NOTE 3 – ACQUISITIONS

Wilson Waste Purchase and Closing of Credit Agreement Amendment

On January 5, 2018 (the “Closing Date”), Meridian Waste Missouri, LLC (“Buyer”), a wholly owned subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with an individual, as Trustee of a Living Trust (the “Seller”), pursuant to which Buyer acquired from Seller all of Sellers’ right, title and interest in and to 100% of the membership interests (the “Membership Interests”) of Wilson Waste Systems, LLC, a Missouri limited liability company, which is a residential, commercial roll-off, and front load solid waste collection, transportation and disposal business. As consideration for the Membership Interests, the Buyer paid $3,655,000 to the Seller.

The assets acquired are included in assets held for sale and their operations are part of discontinued operations.

The acquisition was accounted for by the Company using the acquisition method under business combination accounting. Under this method, the purchase price paid by the acquirer is allocated to the assets acquired and liabilities assumed as of the acquisition date based on the fair value. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions.

The calculation of purchase price, including measurement period adjustments, is as follows:

Cash paid	$	3,655,000
Total	$	3,655,000

The following table summarizes the estimated fair value of the Wilson Waste assets acquired at the date of acquisition:

Trucks	$	895,900
Containers		94,967
Machinery and equipment		9,000
Non-compete		100,000
Customer list		2,555,133
Total	$	3,655,000

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NOTE 4 – PROPERTY AND EQUIPMENT

The following is a summary of property and equipment—at cost, less accumulated depreciation:

	March 31, 2018			December 31, 2017
Building & Leasehold improvements		1,719,945			49,603
Computer equipment		219,593			205,767
Machinery, & equipment		148,748			156,656
Total cost		2,088,286			412,026
Less accumulated depreciation		(148,023	)		(78,527	)
Net property and equipment	$	1,940,263		$	333,499

Depreciation expense for the three months ended March 31, 2018 and 2017 was approximately $45,000 and $20,000, respectively.

NOTE 5 – INTANGIBLE ASSETS

The following tables set forth the intangible assets, both acquired and developed, including accumulated amortization as of March 31, 2018:

	March 31, 2018
	Remaining			Accumulated		Net Carrying
	Useful Life	Cost		Amortization		Value
Customer lists	4.58 years	$	2,809,000	$	361,750	$	2,447,250
Patents	18.35 years		3,164,303		56,696		3,107,607
Capitalized software	2.33 years		135,021		37,505		97,516
Website	3.75 years		30,699		5,117		25,582
		$	6,139,023	$	461,068	$	5,677,955

Amortization expense, amounted to approximately $314,000 and $0 for the three months ended March 31, 2018 and 2017, respectively. 

NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES

The Company had the following long-term debt from continuing operations, excluding liabilities held for sale:

	December 31, 2017			March 31, 2018
Goldman Sachs - Tranche A Term Loan - LIBOR Interest on loan date plus 8%, 9.65% at March 31, 2018	$	7,083,257		$	7,815,668
Promissory note payable to a bank, unsecured, bearing interest at a variable rate, 4.75%, at March 31, 2018 with a floor of 4.75% due on demand		1,000,000			1,000,000
Promissory note payable to a bank, unsecured, bearing interest at 5.5%, due on demand		299,578			299,578
Promissory note payable to a bank, unsecured, bearing interest at a variable rate, 5%, at March 31, 2018 with a floor of 5.00% due in monthly installments of $12,300, maturing August 2022		622,259			604,768
Note payable, see description below		-			2,920,691
Less: deferred loan costs		-			(930,416	)
Notes payable to seller of Meridian, subordinated debt		1,475,000			1,475,000
Total debt		10,480,094			13,185,289
Less: current portion		(8,502,387	)		(4,820,629	)
Long term debt less current portion	$	1,977,707		$	8,364,660

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Goldman Sachs Credit Agreement

On April 20, 2018, the Company closed a Second Amended and Restated Credit and Guaranty Agreement, see Note 16.

On February 15, 2017, the Company closed an Amended and Restated Credit and Guaranty Agreement (as amended by the First Amendment to Amended and Restated Credit and Guaranty Agreement dated April 28, 2017, the “Credit Agreement”). The Credit Agreement amended and restated the Credit and Guaranty Agreement entered into as of December 22, 2015 (“Prior Credit Agreement”).

Pursuant to the Credit Agreement, certain credit facilities to the Companies, in an aggregate amount not to exceed $89,100,000, consisting of $65,500,000 aggregate principal amount of Tranche A Term Loans (the “Tranche A Term Loans”), $8,600,000 aggregate principal amount of Tranche B Term Loans (the “Tranche B Term Loans”), $10,000,000 aggregate principal amount of MDTL Term Loans (the “MDTL Term Loans”), and up to $5,000,000 aggregate principal amount of Revolving Commitments (the “Revolving Commitments”). In August of 2017 $6,000,000 was transferred from Tranche A to Tranche B. The proceeds of the Tranche A Term Loans made on the Closing Date were used to pay a portion of the purchase price for the acquisitions made in connection with the closing of the Prior Credit Agreement, to refinance existing indebtedness, to fund consolidated capital expenditures, and for other purposes permitted. The proceeds of the Tranche A Term Loans and Tranche B Term Loans made on the Restatement Date shall be applied by Companies to (i) partially fund the Restatement Date Acquisition, (ii) refinance existing indebtedness of the Companies, (iii) pay fees and expenses in connection with the transactions contemplated by the Credit Agreement, and (iv) for working capital and other general corporate purposes.

The proceeds of the Revolving Loans were used for working capital and general corporate purposes. The proceeds of the MDTL Term Loans may be used for Permitted Acquisitions (as defined in the Credit Agreement). The Loans are evidenced, respectively, by that certain Tranche A Term Loan Note, Tranche B Term Loan Note, MDTL Note and Revolving Loan Note, all issued on February 15, 2017 (collectively, the “Notes”). Payment obligations under the Loans are subject to certain prepayment premiums, in addition to acceleration upon the occurrence of events of default under the Credit Agreement.

At March 31, 2018, the Company had a total outstanding gross balance of approximately $83,866,000 consisting of the Tranche A Term Loan, Tranche B and draw of the Revolving Commitments, of which approximately $75.8 million is classified as liabilities held for sale as it relates to the discontinued operations (and subsequent to year end transferred with the sale of such operations) and approximately $8.1 million is classified as held for use. The loans are secured by liens on substantially all of the assets of the Company and its subsidiaries. Tranche A Term Loan, Tranche B and all revolving commitments have a maturity date of December 22, 2020 with interest paid monthly at an annual rate of approximately 9% (subject to variation base on changes in LIBOR or another underlying reference rate), on the Tranche A Term Loan and revolving commitments. Interest is accrued at an annual rate of 12.5% on the Tranche B loan. In addition, there is a commitment fee paid monthly on the Multi-Draw Term Loans and Revolving Commitments at an annual rate of 0.5%. The Company has adopted ASU 2015-03 and is showing loan fees net of long-term debt on the consolidated balance sheet.

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The amounts borrowed pursuant to the Loans are secured by a first position security interest in substantially all of the Company’s and subsidiaries assets.

In December of 2015 the Company incurred $1,446,515 of issuance cost related to obtaining the notes. In February 2017, the Company incurred an additional $1,057,950 of debt issuance costs related to the amendment and restatement of these notes. These costs are being amortized over the life of the notes using the effective interest rate method. At March 31, 2018 and December 31, 2017, the gross unamortized balance of the debt discount and issuance costs was $3,933,544 and $3,223,158 related to debt held for use), respectively.

As of March 31, 2018 and at certain times thereafter, the Company was in violation of covenants within its credit agreement with Goldman, Sachs & Co. Such covenant failures included, maintaining certain leverage and EBITDA ratios, exceeding maximum corporate overhead, exceeding maximum growth capital expenditures, and maintaining certain liquidity. As part of the agreement to sell the waste assets to Warren Equity Partners Fund II, $75.8 million of our indebtedness to Goldman Sachs & Co. will be satisfied with approximately $8.1 million remaining with the Company. Also, upon the closing of this agreement, the Company executed a new amended and restated credit agreement with Goldman Sachs & Co., which amended, restated and supersede all covenants in the prior agreement. See Note 15 - Subsequent Events for further discussion.

Subordinated debt

In connection with the acquisition with Meridian Waste Services, LLC on May 15, 2014, notes payable to the sellers of Meridian issued five-year term subordinated debt loans paying interest at 8%. At March 31, 2018 and December 31, 2017, the balance on these loans was $1,475,000 and $1,475,000, respectively. In 2015 the term of these notes were extended an additional 1 and 1/2 years.

Other debts

Note Payable

In February of 2018, the Company added a note payable, net of approximately $2,435,000, to be paid back in weekly installments of approximately $64,000 for 12 months starting from the funding date. The total amount to be paid back is $3,325,000. The Company has the option to prepay the note at certain times. If the Company chooses this option, it will reduce the amount of interest cost associated with this note. The Company recorded original issue discount (“OID”) of approximately $890,000 and deferred loan costs of approximately $125,000. The balance of the OID and the deferred loan costs at March 31, 2018 was approximately $816,000 and $115,000, respectively. The note is guaranteed by an officer of the Company.

Total interest expense in continuing operations for the 3 months ended March 31, 2018 and 2017 was approximately $302,000 and $193,000, respectively.

NOTE 7 – SHAREHOLDERS’ EQUITY

Common Stock

The Company has authorized 75,000,000 shares of $0.025 par value common stock.

Treasury Stock

During 2014, the Company’s Board of Directors authorized a stock repurchase of 1,438 shares of its common stock for approximately $230,000 at an average price of $20.00 per share. At March 31, 2018 and December 31, 2017, the Company holds 1,438 shares of its common stock in its treasury.

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Preferred Stock

The Company has authorized 5,000,000 shares of Preferred Stock, for which six classes have been designated to date. Series A has 51 and 51 shares issued and outstanding, Series B has 0 and 0 shares issued and outstanding, Series C has 0 and 0 shares issued and outstanding, Series D has 106,950 and 141,000 shares issued and outstanding, Series E has 223,950 and 300,000 shares issued and outstanding, and Series F has 2,500 and 0 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively.

Each share of Series A Preferred Stock has no conversion rights, is senior to any other class or series of capital stock of the Company and has special voting rights. Each one (1) share of Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator.

Private Placement of Series D Preferred Stock, Common Stock and Warrants

During the third quarter of 2017, the Company completed a private placement offering to accredited investors (the “Offering”) of $1,410,000 of units (the “Units”), with each Unit comprised of (i) one (1) share of Series D Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), (ii) fifteen (15) warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.025 per share (“Common Stock”), and (iii) three (3) shares of Common Stock, at a per unit purchase price of $10.00. In addition, shares of common stock were issued and identified in the agreement as the prepayment of the first year of dividends.

During the three months ended March 31, 2018, 34,050 shares of Series D Preferred stock was converted under its contractual terms into 42,563 shares of common stock. In accordance with ASC 470, the Company recognized a deemed dividend of approximately $212,000 upon conversion which represented the unamortized discount on these converted Series D Preferred Shares.

March Modification

On March 13, 2018, the Company made certain changes to the Series D Preferred Stock and Series D Warrants including amending the conversion price of the Series D Preferred Stock and the exercise price of the Series D Warrants to $0.94. In addition, a round down provision was added to both instruments that resets the conversion price and exercise price of these instruments if a future equity offering occurs at a lower exercise, conversion or sales price or if a current equity offering resets to a lower exercise, conversion or sales price.

In relation to the warrants, the Company determined the fair values of the unmodified warrants and modified warrants at the modification date and recognized the incremental increase in fair value as a deemed dividend of approximately $90,000. Further, given the warrants can reset based on something other than a future equity offering, such as a triggering event change to the Series F instruments, the Company cannot assert that the Series D Warrants are indexed to our own stock. Accordingly, the Series D Warrants are now classified as warrant liabilities and will be subsequently remeasured to fair value each reporting period with the change in fair value being recorded as unrealized gain or loss on derivatives. A rollforward of the Series D warrant liability balance is as follows:

March 13, 2018 Pre Modification - Equity	1,096,758
Change in Fair Value due to modification	89,827
March 13, 2018 Reclass Liability	1,186,585
Change in Fair Value	(138,207	)
March 31, 2018 Fair Value	1,048,378

The Company used a black scholes merton model to value the Series D warrants (pre-modification) at March 13, 2018 with the following key assumptions: (1) Stock price - $0.64; (2) Exercise price - $1.44; (3) Term – 4.5 years; (4) Risk free rate of return – 2.62%; and (5) Volatility – 140%. The Company used a modified binomial lattice model to value the Series D warrants (post modification) at March 13, 2018 and March 31, 2018 with the following key assumptions:

	March 13, 2018			March 31, 2018
Stock Price	$	0.64		$	0.57
Exercise Price	$	0.94		$	0.94
Term (years)		4.50			4.45
Risk Free Rate		2.62	%		2.57	%
Volatility		140.4	%		140.4	%

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In relation to the Series D Preferred Stock, the Company determined the modification changed the fair value of the embedded conversion option and instrument as a whole by more than 10% of carrying value and thus extinguishment accounting was appropriate. In accordance with ASC 260-10-S99-2, the Company remeasured the Series D Preferred Stock to its post modification fair value of $1,269,000 with the excess value over the prior carrying balance of $403,000 being recognized as a deemed dividend of $866,000.

The Company used a modified binomial lattice model to value the Series D Preferred Stock at March 13, 2018 with the following key assumptions: (1) Stock price - $0.64; (2) Initial Exercise price - $0.94; (3) Term until reset– 0.5 years; (4) Volatility – 140.4%.

Private Placement of Series E Preferred Stock, Common Stock and Warrants

During the fourth quarter of 2017, the Company completed a private placement offering to accredited investors (the “Offering”) of $3,000,000 of units (the “Units”), with each Unit comprised of (i) one (1) share of Series E Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”), (ii) fifteen (15) warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.025 per share (“Common Stock”), at a per unit purchase price of $10.00. In addition, shares of common stock were issued and identified in the agreement as the prepayment of the first year of dividends.

The holders of shares of the Series E Preferred shall be entitled to receive quarterly dividends out of any assets legally available, to the extent permitted by New York law, at an annual rate equal to 20% of the stated value of the shares of Series E Preferred. Dividends for the first year will be payable in advance.

In total the Company issued an aggregate of 300,000 shares of Series E Preferred Stock, 562,500 Warrants and with an aggregate of 75,000 shares of Common Stock issued to investors in the Offering as dividends for Series E Preferred Stock. During the three months ended March 31, 2018 76,050 shares were converted in to 95,063 shares of common stock. At March 31, 2018 there are 223,950 shares of Series E Preferred Stock outstanding, convertible in to 277,994 shares of common stock.

During the three months ended March 31, 2018, 76,050 shares of Series E Preferred stock was converted under its contractual terms into 95,063 shares of common stock. In accordance with ASC 470, the Company recognized a deemed dividend of approximately $387,000 upon conversion which represented the unamortized discount on these converted Series E Preferred Shares.

March Modification

On March 13, 2018, the Company made certain changes to the Series E Preferred Stock and Series E Warrants including amending the conversion price of the Series E Preferred Stock and the exercise price of the Series E Warrants to $0.94. In addition, a round down provision was added to both instruments that resets the conversion price and exercise price of these instruments if a future equity offering occurs at a lower exercise, conversion or sales price or if a current equity offering resets to a lower exercise, conversion or sales price.

In relation to the warrants, the Company determined the fair values of the unmodified warrants and modified warrants at the modification date and recognized the incremental increase in fair value as a deemed dividend of approximately $145,000. Further, given the warrants can reset based on something other than a future equity offering, such as a triggering event change to the Series F instruments, the Company cannot assert that the Series E Warrants are indexed to our own stock. Accordingly, the Series E Warrants are now classified as warrant liabilities and will be subsequently remeasured to fair value each reporting period with the change in fair value being recorded as unrealized gain or loss on derivatives. A rollforward of the Series E warrant liability balance is as follows:

March 13, 2018 Pre Modification - Equity	2,390,687
Change in Fair Value due to modification	145,085
March 13, 2018 Reclass Liability	2,535,772
Change in Fair Value	(295,226	)
March 31, 2018 Fair Value	2,240,546

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The Company used a black scholes merton model to value the Series E warrants (pre-modification) at March 13, 2018 with the following key assumptions: (1) Stock price - $0.64; (2) Exercise price - $1.20; (3) Term – 4.58 years; (4) Risk free rate of return – 2.62%; and (5) Volatility – 140%. The Company used a modified binomial lattice model to value the Series E warrants (post modification) at March 13, 2018 and March 31, 2018 with the following key assumptions:

	March 13, 2018			March 31, 2018
Stock Price	$	0.64		$	0.57
Exercise Price	$	0.94		$	0.94
Term (years)		4.58			4.53
Risk Free Rate		2.62	%		2.57	%
Volatility		140.4	%		140.4	%

In relation to the Series E Preferred Stock, the Company determined the modification changed the fair value of the embedded conversion option and instrument as a whole by more than 10% of carrying value and thus extinguishment accounting was appropriate. In accordance with ASC 260-10-S99-2, the Company remeasured the Series E Preferred Stock to its post modification fair value of $2,717,000 with the excess value over the prior carrying balance of $957,000 being recognized as a deemed dividend of $1,760,783.

The Company used a modified binomial lattice model to value the Series D Preferred Stock at March 13, 2018 with the following key assumptions: (1) Stock price - $0.64; (2) Initial Exercise price - $0.94; (3) Term until reset– 0.5 years; (4) Volatility – 140.4%.

Private Placement of Series F Preferred Stock, Common Stock and Warrants

During the first quarter of 2018, the Company completed a private placement offering to accredited investors of 2,500 units for $2,250,000, with each unit consisting of (i) 2,500 shares of Series F Preferred Stock, par value $0.001 per share, with a stated value of $1,000 per share (the “Series F Preferred Stock”); and (ii) 5,319,141 Series A warrants (the “Warrants”) to purchase shares of the Company’s common stock.

In relation to this offering, the Company paid a placement agent an aggregate cash fee of $180,000, reimbursed $40,000 of the placement agent’s expenses, and issued the placement agent 200,000 warrants, in substantially the same form as the warrants issued in the investment unit.

The net proceeds to the Company from the Closing, after deducting the foregoing fees and other Offering expenses, was approximately $2,002,000. 

The holders of shares of the Series F Preferred Stock shall be entitled to receive quarterly dividends out of any assets legally available, to the extent permitted by New York law, at an annual rate equal to 8% of the stated value of the shares of Series F Preferred Stock. Dividends for the first year will be payable in advance.

The Warrants are five-year warrants to purchase shares of Common Stock at an exercise price of $0.95 per share, exercisable beginning six months after the date of issuance thereof. The Warrants provide for cashless exercise to the extent that there is no registration statement available for the underlying shares of Common Stock.

Both the Series F Preferred Stock and the Series A warrants contain a down round provision that resets the conversion price and exercise price of these instruments if a future equity offering occurs at a lower exercise, conversion or sales price or if a current equity offering resets to a lower exercise, conversion or sales price. In addition, the Series F Preferred Stock can reset based upon a lower stock price on certain trigger dates such as: (1) 30 days after the effective date of any registration statement related to this offering; (2) 30 days after shareholder approval of the transaction; (3) 30 days after the six month anniversary of the transaction; (4) the tenth day following the announcement of an asset sale; and (5) potentially 30 days after the one year anniversary if certain public information requirements under Rule 144c are not complied with and there is no effective registration statement.

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As a result of the triggering event clause in the Series F Preferred Stock, the Series A, Series B, Class D, and Class E warrants can reset based on something other than a future equity offering, and as such the Company cannot assert that these warrants are indexed to our own stock. Accordingly, these warrants require classification as warrant liabilities and will be subsequently remeasured to fair value each reporting period with the change in fair value being recorded as unrealized gain or loss on derivatives. The Company reviewed the impact of this clause on the conversion feature of the Series F Preferred Stock itself and determined that the embedded conversion option is clearly and closely related to the host instrument and thus no bifurcation is required.

As the Series A warrants issued within this investment unit are deemed to be warrant liabilities, they must be presented at fair value. Thus, in terms of allocating the proceeds of this offering, the proceeds are first allocated to the instrument initially and subsequently measured at fair value (warrants) and the remaining proceeds, if any, are allocated to the Series F Preferred Stock. The Company calculated the warrant’s fair value at issuance as $6,216,000. Such amount exceeded net proceeds by $4,214,000 which was expensed during the period. In addition, the warrant liability was remarked to fair value at March 31, 2018 which was determined to be $4,499,000 which resulted in an unrealized gain on derivatives of $1,700,000.

A rollforward of the Series A warrant liability balance is as follows:

February 21, 2018	$	6,216,073
Change in Fair Value		(1,716,830	)
March 31, 2018	$	4,499,243

The Company used a modified binomial lattice model to value the Series A warrants (post modification) at March 13, 2018 and March 31, 2018 with the following key assumptions:

	February 21, 2018			March 31, 2018
Stock Price	$	0.9600		$	0.57
Exercise Price	$	0.95		$	0.95
Term (years)		5.00			4.90
Risk Free Rate		2.69	%		2.56	%
Volatility		152.9	%		140.4	%

Common Stock Transactions

During the three months ended March 31, 2018, the Company issued 315,708 shares of common stock. The fair values of the shares of common stock were based on the quoted trading price on the date of issuance. Of the 315,708 shares issued during the three months ended March 31, 2018, the Company:

1. Issued 75,000 of these shares previously accrued in 2017 as dividends to the Series E Preferred Stock holders,

2. Issued 95,063 of these shares due to the conversion of Series E Preferred Stock to common shares,

3. Issued 42,563 of these shares due to the conversion of Series D Preferred Stock to common shares,

4 Issued 62,500 of these shares as a result of the American Science and Technology Corporation License Agreement and Lease,

5. Issued 313 of these shares due to the exercise of warrants,

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6. Issued 7,770 of these shares to an employee as compensation,

7. Issued 1,250 of these shares to Environmental Trash Company in connection with the acquisition agreement,

8. Issued 31,250 of these shares to Garden State Securities in connection with a consulting agreement.

Warrants

The 5,319,143 warrants issued in the first quarter of 2018, as part of the Series F Preferred Stock offering are exercisable for 5 years and have an exercise price equal to $0.95 on a pre-split basis. The Company also issued the placement agent 200,000 warrants with the same terms.

On November 29, 2017, the Company, entered into a Securities Purchase Agreement with five (5) accredited investors (the “Purchasers”). Pursuant to the Securities Purchase Agreement, the Purchasers purchased 1,868,933 shares of the Company’s common stock, par value $0.025 per share at a price of $1.03 per share of Common Stock on a pre-split basis, 736,948 Series A Common Stock Purchase Warrants (the “Series A Warrants”), and 664,753 Series B Common Stock Purchase Warrants for an aggregate of $1,925,000. The Series A Warrants are exercisable immediately, at the price of $1.31 per share, and expire five years from the date of issuance. The Series B Warrants are exercisable on the date six months from the date of issuance, at the price of $1.31 per share, expiring five years from the initial exercise date. Now, both the Series A and Series B warrants include a down round provision that resets the conversion price and exercise price of these instruments if a future equity offering occurs at a lower exercise, conversion or sales price.

Upon the issuance of Series F Preferred Stock, a down round of the exercise price was triggered for the Series A and Series B Warrants as the exercise price reset to $0.94. In accordance with ASC 260-10-35-1 and 30-1, the Company measured the effect of the round down as the difference between the fair value of the warrant immediately before the round down and then after and recorded such difference, $10,000 as a deemed dividend.

In addition, as a result of the Series F Preferred Stock issuance, the down round provision was expanded to include the reset of any existing instrument, including if the reset is triggered as a result of something other than a future equity offering such as remeasurement on certain triggering event days which would reset Series F Preferred Stock and thereby trigger the round down provision of the Series A and B warrants. Accordingly, effective with the issuance of the Series F Preferred Stock on February 21, 2018, the Company cannot assert that the Series A and B Warrants are indexed to our own stock. Accordingly, the Series A and B Warrants are now classified as warrant liabilities and will be subsequently remeasured to fair value each reporting period with the change in fair value being recorded as unrealized gain or loss on derivatives. A rollforward of the Series A and B warrant liability balance is as follows:

February 21, 2018 Pre Down Round (Equity)	1,233,086
Change in Fair Value (deemed dividend)	9,649
February 21, 2018 Post Down Round (Liability)	1,242,735
Change in Fair Value	(541,145	)
March 31, 2018, ending balance	701,590

The Company used a modified binomial lattice model to value the Series A and B warrants (post modification) at March 13, 2018 and March 31, 2018 with the following key assumptions:

	February 21, 2018 Pre Round Down			February 21, 2018 Post Down Round			March 31, 2018
Stock Price	$	0.96		$	0.96		$	0.57
Exercise Price	$	1.31		$	0.94		$	0.94
Term (years)		4.75			4.75			4.65
Risk Free Rate		2.69	%		2.69	%		2.57	%
Volatility		152.9	%		152.9	%		140.4	%

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A summary of the status of the Company’s outstanding stock warrants for the period ended March 31, 2018 is as follows:

	Number of Shares			Average Exercise Price		Expiration Date
Outstanding - December 31, 2017		1,644,359		$	.78
Granted		689,893			2.82	February, 2023
Exercised		(313	)		15.20
Outstanding, March 31, 2018		2,333,939		$	10.84
Warrants exercisable at March 31, 2018		2,333,939

Stock Options

A summary of the Company’s stock options as of and for the three months ended March 31, 2018 are as follows:

	Number of Shares Underlying Options		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value (1)
Outstanding at December 31, 2017		1,434	$	154.78	$	4.78		3.61		-
For the three months ended March 31, 2018
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding at March 31, 2018		1,434	$	154.78	$	4.78		3.61		-
Outstanding and Exercisable at March 31, 2018		213	$	154.78	$	4.78		3.61		-

(1) The aggregate intrinsic value is based on the $0.57 closing price as of March 29, 2018 for the Company’s Common Stock.

The following information applies to options outstanding at March 31, 2018:

Options Outstanding						Options Exercisable
Exercise Price		Number of Shares Underlying Options		Weighted Average Remaining Contractual Life		Number Exercisable		Exercise Price
$	96.00		28		3.38		28	$	96.00
$	160.00		1,406		3.38		663	$	160.00
			1,434		3.38		691

At March 31, 2018 there was approximately $32,000 of unrecognized compensation cost related to stock options, with expense expected to be recognized ratably over the next 3 years.

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NOTE 8 – FAIR VALUE MEASUREMENT

ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. Also, ASC Topic 820 provides clarification that in circumstances, in which a quoted price in an active market for the identical liabilities is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update.

The standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

Level 1 - Quoted prices in active markets for identical assets and liabilities.

Level 2 - Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The following table sets forth the liabilities at March 31, 2018 which were recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement:

			Fair Value Measurements at Reporting Date Using
	March 31, 2018		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
			(Level 1)		(Level 2)		(Level 3)
Contingent liability – Verifi Acquisition	$	1,929,936		-		-	$	1,929,934
Derivative liability – ALB shortfall provision		2,690,589						2,690,589
Derivative liability – stock warrants		8,778,582		-		-		8,778,582
	$	13,399,107		-		-	$	13,399,107

			Fair Value Measurements at Reporting Date Using
	December 31, 2017		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
			(Level 1)		(Level 2)		(Level 3)
Contingent Liability – Verifi Acquisition		1,957,225						1,957,225
Derivative liability – ALB shortfall provision		2,307,363						2,307,363
	$	4,264,588		-		-	$	4,264,588

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The roll forward of the Contingent liability – Verifi acquisition is as follows:

Balance December 31, 2017	$	1,957,224
Fair value adjustment		(27,290	)
Balance March 31, 2018		1,929,934

The roll forward of the derivative liability – ALB shortfall provision is as follows:

Balance December 31, 2017	$	2,307,363
Fair value adjustment		383,226
Balance March 31, 2018		2,690,589

The roll forward of the derivative liability – stock warrants is as follows:

Balance December 31, 2017	$	2,307,363
Fair value adjustment		6,471,219
Balance March 31, 2018		8,778,582

From time to time, certain assets may be recorded at fair value on a non-recurring basis. These non-recurring fair value adjustments typically are the result of impairment determinations or the initial determination of fair value of assets received and liabilities assumed upon the consummation of a business combination (see note 3 and 14). Outside of such business combination assets and liabilities, there were no assets or liabilities held for use where the carrying value of such assets or liabilities were measured at fair value on a non-recurring basis.

NOTE 11 – DISCONTINUED OPERATIONS

In order to increase access to cost-effective growth capital to help create shareholder value in our biomass innovation and healthcare businesses, in the fourth quarter of 2017, the Company committed to a plan to make available for immediate sale the waste management business. Management engaged in an active program to market the business which culminated with the reaching of a binding sales agreement in February 2018. Pursuant to the purchase Agreement, upon the closing of the Transaction, Buyer will pay Seller Parties $3.0 million in cash; satisfy $75.8 million of outstanding indebtedness under the Credit Agreement; and assume the Acquired Entities’ obligations under certain equipment leases and other operating indebtedness. At the Closing, Attis will issue to Buyer a warrant to purchase shares of common stock, par value $0.025, of Attis, equal to two percent of the issued and outstanding shares of capital stock of Attis on a fully-diluted basis as of Closing (subject to adjustment as set forth in the Purchase Agreement) on such terms to be determined by Attis and Buyer.

As all the required criteria for held for sale classification was met at December 31, 2017, the waste management business is classified as held for sale in the Consolidated Balance Sheets and reflected as discontinued operations in the Consolidated Statements of Operations for all periods presented. Included in these results are the operations of a consolidated variable interest entity. See note 15.

The assets held for sale represent that entirety of the Mid-Atlantic and Midwest waste management segments historically disclosed by the Company. The Company will have no continuing involvement with the discontinued operations after the disposal date.

The following table contains select amounts reported in our Consolidated Statements of Operations as discontinued operations:

Major Class of line items constituting pretax (loss) of discontinued operations:

	Three months ended March 31,
	2018			2017
Total revenues		14,401,325			10,905,067
Total costs and expenses
Operating		10,140,299			6,987,386
Depreciation, depletion and amortization		-			3,035,424
Bad debt expense		40,089			178,488
Selling, general and administrative		2,159,280			2,125,843
Interest Expense		2,597,615			1,502,965
Other		8,187			(56,158	)
Total costs and expenses		14,945,470			13,773,948
Pretax Loss from discontinued operations		(544,145	)		(2,868,881	)
(Provision) benefit for income taxes		-			(101,613	)
Loss from discontinued operations		(544,145	)		(2,970,494	)

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The following table presents the carrying value of the major categories of assets and liabilities of our waste business that are reflected as held for sale on our consolidated balance sheets at March 31, 2018 and December 31, 2017, respectively.

	March 31,		December 31,
	2018		2017
Carrying amounts of the major classes of assets included in discontinued operations:
Current assets:
Cash		544,177		596,993
Short Term Investments - Restricted		-		-
Accounts Receivable		7,323,470		6,748,980
Other current assets		1,645,954		1,368,524
Total current assets held for sale		9,513,601		8,714,497
Noncurrent assets:
Property, plant and equipment		41,698,725		38,513,198
Landfill assets		21,611,134		19,781,123
Intangible assets		16,307,229		15,212,904
Goodwill		7,234,420		7,234,420
Other assets		190,741		190,741
Total noncurrent assets:		87,042,249		80,932,386
Carrying amounts of the major classes of liabilities included in discontinued operations:
Current liabilities:
Accounts payable and accrued expenses		8,953,260		6,950,590
Deferred revenue		5,887,384		5,501,273
Derivative Liability		-		-
Current portion of capital leases		948,925		1,490,431
Current portion of long term debt		1,634,009		83,725,677
Total current liabilities		17,423,578		97,667,971
Noncurrent liabilities:
Asset retirement obligation		2,616,223		2,623,899
Deferred tax liability		218,297		218,297
Capital leases payable, net of current		7,782,931		7,531,538
Long term debt, net of current		80,086,943		6,934,264
Total noncurrent liabilities		90,704,394		17,307,998

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The following table presents the depreciation, amortization, accretion, and capital expenditures for the discontinued operations for the three months ended March 31, 2018 and 2017, respectively and also any significant operating or investing non-cash items for the three months ended March 31, 2018 and 2017, respectively.

	March 31,
	2018		2017
Depreciation and amortization		-		3,000,000
Accretion expense		-		56,000
Capital expenditures		2,557,000		1,400,000

Significant Noncash Operating and Investing Activities Related to Discontinued Operations

	March 31,
	2018		2017
Note payable incurred for acquisition		3,692,000		34,100,000
Common stock issued for acquisition		-		1,251,000
Property, plant and equipment additions financed by notes payable and capital leases		577,194		195,646

Tri-City Recycling Center

Included within the operations from discontinued operations is a consolidated variable interest entity. The CFS Group owns 20% of the Tri-City Recycling Center, (“TCR”), which has been treated as a variable interest entity in these condensed consolidated financial statements. TCR leases a facility to the Company used in the operation of the Tri-City Regional Landfill in Petersburg. The sole source of TCR’s revenues is lease payments from the Company. While the creditors of TCR do not have general recourse to the assets of the Company, there is an obligation to perform by the Company under the leases which collateralize mortgage obligations. The terms of the lease are for a period of 20 years with a 10 year renewal option. The lease includes an annual escalation in rent payments of 1.5%. The equity, income and any contributions or distributions of equity are reported under non-controlling interest in the condensed consolidated financial statements of the Company. Total assets held for sale, liabilities held for sale, and gain or loss from discontinued operations of TCR in the consolidated financial statements at December 31, 2017 are approximately $400,000, $1,240,000, and $40,000, respectively. 

See below for a roll-forward of the Company’s Non-controlling Interests:

Balance, December 31, 2017	$	1,459,407
Tri-City Recycling Center - net income		42,704
Tri-City dividend distribution		(36,928	)
LGMG, LLC - net loss		(113,768	)
Balance, March 31, 2018	$	1,351,415

NOTE 12 – LITIGATION

The Company is involved in various lawsuits related to the operations of its subsidiaries which arise in the normal course of business. Management believes that it has adequate insurance coverage and/or has appropriately accrued for the settlement of these claims. If applicable, claims that exceed amounts accrued and/or that are covered by insurance, management believes they are without merit and intends to vigorously defend and resolve with no material impact on financial condition.

NOTE 13 – LEASE ACCOUNTING

American Science and Technology Corporation

On November 9, 2017, the Company entered into a Patent License Agreement with American Science and Technology Corporation (“AST”). Effective January 1, 2018, the Company will have exclusive commercial license to the licensed patents for a term of 24 months, unless terminated earlier. In addition, the Company entered into a commercial lease with AST for certain property and equipment.

Pursuant to the Patent License Agreement, on January 1, 2018, the Company paid to AST $200,000 and the Company issued to AST 25,000 shares of the Company’s common stock, and, beginning effective January 1, 2019, the Company will pay to AST a monthly license fee of $50,000. Pursuant to the commercial lease, on January 1, 2018, the Company paid to AST $300,000 and the Company issued to AST 37,500 shares of the Company’s restricted common stock, and, beginning effective January 1, 2019, the Company will pay to AST a monthly rent of $75,000.

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Pursuant to these agreements, the Company and AST also entered into an Option Agreement (the “Option”), granting the Company the option to purchase the assets of AST for $2,500,000, in addition to certain royalty and other future payments (consisting of two tenths of a percent (0.2%) of all Buyer’s Biomass Feedstock Costs incurred in operating the Property as a biorefinery which has incorporated the technology contained in the Biorefinery Patents in its design, construction or operations. This royalty shall be paid annually no later than sixty (60) days after the close of Buyer’s fiscal year in which such Biomass Feedstock Costs were incurred by Buyer; and, (ii) Two Hundred Fifty Thousand and no/100ths Dollars ($250,000.00) for any third party owned biorefinery constructed, with Buyer’s written consent, employing the technology contained in the Biorefinery Patents. This royalty shall be paid within sixty (60) days after Buyer has received the full consideration due Buyer pursuant to the terms and conditions contained in such written consent.). The option is exercisable from date of execution through December 31, 2019.

As the Company has concluded that at least one of the capital lease criteria are met, the Company will record a capital lease asset and liability at the inception of the lease at an amount equal to the present value at the beginning of the lease term of minimum lease payments in accordance with ASC 840-30-30-1. The minimum lease payments will include the allocation of the option payment as noted above. The liability will be amortized using the effective interest method in accordance with ASC 840-30-35-6, and the asset will be depreciated over the life of the building/equipment in accordance with ASC 840-30-35-1.

As intangible assets such as patents are exempted from ASC 840, the evaluation of accounting for the patents is to determine to be a license for the period of use. The initial payment of cash and stock will be capitalized as a prepaid asset and amortized and amortized on a straight-line basis over the initial term of the license agreement. The remaining license payments during year two will also be expensed on a straight-line basis over the initial term of the license agreement. The straight-line amortization method is based upon the Company’s assessment that production from the patent is deemed to be relatively flat over the two-year agreement and therefore straight line most accurately reflects the expected usage/utilization. The option payment will be capitalized as an intangible asset upon exercise and amortized over its estimated useful life. Any contingent consideration related to the patent (i.e., future royalties) will be recorded when probable and reasonably estimable.

NOTE 14 – SEGMENT AND RELATED INFORMATION

Historically, the Company had one operating segment. However, with the acquisition of The Mid-Atlantic segment in the first quarter of 2017, the Company’s operations were managed through two operating segments: Mid-Atlantic and Midwest regions. Both these segments are now included in discontinued operations. The Company has shifted its focus and now operates 2 new lines of business currently: technologies (the “Technologies Business”) through its wholly-owned subsidiary, Mobile Science Technologies, Inc.; and innovations (the “Innovations Business”) through its wholly-owned subsidiary, Attis Innovations, LLC. The Company’s Technologies Business centers on creating community-based synergies through healthcare collaborations and software solutions and the Innovation Business strives to create value from recovered resources, through advanced byproduct technologies and assets found in downstream production. These two operating segments and corporate are presented below as its reportable segments.

Summarized financial information concerning our reportable segments for the three months ended March 31, 2018 is shown in the following table:

	Service Revenues		Net Income (loss)			Depreciation and Amortization		Capital Expenditures		Goodwill		Total Assets
Technologies	$	788,000	$	(2,172,000	)	$	306,000	$	2,000	$	5,300,000	$	8,670,000
Innovations		-		(1,029,000	)		105,000		2,700,000		-		5,219,000
Corporate		-		(4,537,000	)		21,000		15,000		-		1,900,000
Total	$	788,000	$	(7,738,000	)	$	432,000	$	2,717,000	$	5,300,000	$	15,789,000

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NOTE 15 – SUBSEQUENT EVENTS

Sale of Waste Assets

Amendment No. 1 and Amendment No. 2 to Equity Securities Purchase Agreement

As previously disclosed, on February 20, 2018, Meridian Waste Solutions, Inc. (“Meridian” or the “Company”), Meridian Waste Operations, Inc. (“Seller” or “Operations” and together with Meridian, the “Seller Parties”), Meridian Waste Acquisitions, LLC (“Buyer”), a Delaware limited liability company formed by Warren Equity Partners Fund II, and Jeffrey S. Cosman, an officer, director and majority shareholder of Meridian (“Cosman”), entered into an Equity Securities Purchase Agreement (as amended, the “Purchase Agreement”). 

Upon the terms and subject to the conditions set forth in the Purchase Agreement, on April 20, 2018 Buyer purchased from Seller all of the membership interests in each of the direct wholly-owned subsidiaries of Seller (the “Acquired Parent Entities” and together with each direct and indirect subsidiary of the Acquired Parent Entities, the “Acquired Entities”), which constitute the Solid Waste Business (as defined below), and each such Acquired Parent Entity continues as a wholly-owned subsidiary of Buyer (the “Transaction”). Pursuant to the Purchase Agreement, upon the consummation of the Transaction (the “Closing”), Buyer paid Seller Parties $3.0 million in cash; satisfied $75.8 million of outstanding indebtedness under the Prior Credit Agreement (as defined below); and assumed the Acquired Entities’ obligations under certain equipment leases and other operating indebtedness and obligations. At the Closing, the Seller Parties retained approximately $8.2 million of outstanding indebtedness under the New Credit Agreement (as defined below), including accrued interest in an aggregate amount approximately equal to $1.0 million, and all other assets and obligations of Meridian, the Technologies Business and the Innovations Business (each as defined below). Pursuant to the terms of the Purchase Agreement, at the Closing, Meridian issued to Buyer a warrant (the “Company Warrant”) to purchase shares of Meridian’s common stock, par value $0.025 equal to two percent of the issued and outstanding shares of capital stock of Meridian on a fully-diluted basis as of Closing (subject to adjustment as set forth therein and as more fully described in the Purchase Agreement and the Company Warrant) at a per share purchase price equal to $1.00 (the “Company Warrant Exercise Price”). The Company Warrant Exercise Price is subject to adjustment as more fully set forth in the Company Warrant.

On March 30, 2018, Seller Parties and Buyer entered into Amendment #1 to the Purchase Agreement (“Amendment No. 1”) to (i) provide an exception to the indemnification obligations of Seller Parties with respect to Losses (as defined in the Purchase Agreement) arising out of or relating to an acquisition of certain solid waste assets by an Acquired Entity following the execution date of the Purchase Agreement and the assets and liabilities assumed by such Acquired Entity in connection with the acquisition and (ii) to amend the description of the Company Warrant to provide that the Company Warrant Exercise Price shall be equal to the lower of (a) $1.25 or (b) the average of the daily high and low sale prices per share over the 30 days ending one day prior to the Closing, provided that such price shall not be less than $1.00 per share of Common Stock.

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In addition, on April 20, 2018, prior to the Closing, Parties and Buyer entered into Amendment #2 to the Purchase Agreement (“Amendment No. 2”) to, among other things, (i) require the Seller Parties to take certain actions related to the Company’s 401(k) plans and (ii) require the Company to maintain the employment agreement of a specific employee and indemnify Buyer for certain breaches of such employee’s employment agreement.

On April 20, 2018, in connection with the Closing of the Transaction, the Company issued the Company Warrant to Buyer to purchase 106,605 shares of the Company’s Common Stock in consideration of $100,000. The Company Warrant is exercisable for a per share exercise price per share of $1.00.

Second Amended and Restated Credit Facility

On April 20, 2018 (the “Restatement Date”), Meridian closed a Second Amended and Restated Credit and Guaranty Agreement (the “New Credit Agreement”) by and among Operations, Mobile Science Technologies, Inc. (“Mobile”), Attis Healthcare, LLC (“Healthcare”), Integrity Lab Solutions, LLC, (“Integrity”), Red X Medical LLC (“Red X”), Welness Benefits, LLC (“Welness”), LGMG, LLC (“LGMG”), Attis Innovations, LLC (“Attis Innovations”), Advanced Lignin Biocomposites LLC (“Advanced Lignin”), Attis Envicare Medical Waste, LLC (“Envicare”), Attis Genetics, LLC (“Genetics”), Attis Federal Labs, LLC (“Federal Labs”) and Attis Commercial Labs, LLC (“Commercial Labs” and together with Mobile, Healthcare, Integrity, Red X, Welness, LGMG, Attis Innovations, and Advanced Lignin, Envicare, Genetics and Federal Labs, the “New Credit Companies”), the Company and certain subsidiaries of the Company, as guarantors, the lenders party thereto from time to time and Goldman Sachs Specialty Lending Group, L.P., as Administrative Agent, Collateral Agent, and Lead Arranger. The Credit Agreement amended and restated the Amended and Restated Credit and Guaranty Agreement entered into as of February 15, 2017 by and among Meridian, certain of the Acquired Entities, and certain current or former subsidiaries of the Company, as Guarantors and co-borrowers, the Lenders party thereto from time to time and Goldman Sachs Specialty Lending Group, L.P., as Administrative Agent, Collateral Agent, and Lead Arranger (as amended prior to the Restatement Date, the “Prior Credit Agreement”).

Pursuant to the New Credit Agreement, the Lenders thereunder have agreed to waive any mandatory prepayments under the Prior Credit Agreement in connection to the Transaction and restructure the remaining indebtedness and accrued interest under the Prior Credit Agreement as a term loan payable by the New Credit Companies, in an aggregate amount of approximately $8.2 million (the “Loan”), including interest accrued but unpaid for the interest periods ending on February 28, 2018 and March 31, 2018 in an aggregate amount of approximately $1.0 million. As disclosed above, approximately $75.8 million of outstanding indebtedness under the Prior Credit Agreement was paid at the Closing of the Transaction. 

The Loan matures on December 22, 2020, principal amounts of the Term Loans shall be repaid in consecutive quarterly installments of $350,000 on the last day of each fiscal quarter commencing on June 30, 2018, unless such Loan becomes due and payable earlier by acceleration or otherwise. So long as no default or event of default has occurred that is then continuing, the New Credit Companies have the option to convert any part of the Loan equal to $500,000 and integral multiples of $100,000 in excess thereof into a “Base Rate Loan” or a “LIBOR Rate Loan.” Base Rate Loans bear interest at the greatest of (i) the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate in effect on such date, (ii) the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers in effect on such day, plus one-half of 1%, (iii) the sum of (1) the Adjusted LIBOR Rate (as defined below) for a period of one month and (2) 1.00%, in each instance, as of such day, and (iv) 4.25%, plus 7.00%. LIBOR Rate Loans bear interest at the greater of (i) the rate per annum obtained by dividing (a)(1) the rate per annum equal to the rate determined by the Administrative Agent to be the London interbank offered rate administered by the ICE Benchmark Administration for deposits with a term equivalent to such period in U.S. dollars displayed on the ICE LIBOR USD page of the Reuters screen (the “Eurodollar Screen Rate”) or (2) in the event the Eurodollar Screen Rate is not available, the rate per annum equal to the offered rate that is set forth on or in such other available quotation page or service as is acceptable to the Administrative Agent in its sole discretion and the provide an average ICE Benchmark Administration Limited Interest Settlement Rate or another London interbank offered rate administered by any other person that takes over the administration of such rate for deposits with a term equivalent to such period in U.S. dollars, or (3) in the event the rates reference in preceding clauses (1) and (2) are not available or if such information, in the reasonable judgment of the Administrative Agent shall cease to accurately reflect the rate offered by leading banks in the London interbank market as reported by any publicly available source of similar market data selected by the Administrative Agent, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate (collectively, the “Adjusted LIBOR Rate”) plus 8.00%.

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The amounts outstanding pursuant to the Loan are secured by a first position security interest in substantially all of the Company’s assets and the New Credit Companies’ assets in favor of the Agent, in accordance with that certain Amended and Restated Pledge and Security Agreement dated as of April 20, 2018 (the “New Pledge and Security Agreement”).

The Credit Agreement and the New Pledge and Security Agreement contain customary representations and warranties as well as customary affirmative and negative covenants. Negative covenants include, among others, limitations on incurrence of liens and secured indebtedness, and limitations on incurrence of any indebtedness by the Company’s subsidiaries. The Credit Agreement also contains customary events of default. Upon the occurrence and during the continuance of an event of default, the Lender may declare the outstanding loans and all other obligations under the Credit Agreement immediately due and payable. The Credit Agreement also contains financial covenants for adjusted EBITDA and minimum consolidated liquidity, effective September 30, 2018.

Common Stock

The Company effected a 1 for 8 reverse stock split on March 18, 2019. All stock prices, share amounts, per share information, stock options and stock warrants in this report reflect the impact of the reverse stock split applied retroactively. Every hundred shares of issued and outstanding Company common stock was automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. All fractional shares resulting from the reverse split were rounded to a full share.

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NOTE 16 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company issued warrants associated with Series F Preferred stock in February 2018 whereas the difference between the cash value received and the fair value of the warrants was treated as a deemed dividend and recorded as a reduction to Additional Paid in Capital “APIC”. However, after further looking into guidance of ASC 815, ASC 820, and ASC 470, it was determined that it is more appropriate to recognize this difference as a loss in earnings instead of a direct reduction to equity. The impact of this adjustment by itself was an increase to APIC of $4.2MM  for the three months ending March 31, 2018 and a reduction of earnings of $4.2MM. Additionally, the Company issued warrants in June 2017. Since the ability to issue these shares is deemed to be “out of the Company’s control” to make sure there are sufficient shares available for issuance, combined with the fact that there is not specific language in the warrant documents that preclude the Company from having to issue cash if liquid shares cannot be delivered to the holder, it is deemed that a liability needs to be set up for these warrants in accordance with ASC 815 Accounting for Derivative Liabilities. Specifically, per 815-40-25-11, the events or actions necessary to deliver registered shares are not controlled by an entity and, therefore, except under the circumstances described in paragraph 815-40-25-16, if the contract permits the entity to net share or physically settle the contract only by delivering registered shares, it is assumed that the entity will be required to net cash settle the contract. As a result, the contracts are classified as a liability in our financial statements and adjusted quarterly based the change in stock value. The cumulative effect of these restatements, combined with other immaterial adjustments was an increase in liabilities of $288,824, an increase in Series Preferred Stock of $19,631, an increase in APIC of $4,085,247, a decrease of common stock of $159,507, and a decrease in the fair value of derivative liabilities of $4,234,195, which increased the loss on change in fair value of derivatives and other fair value liabilities in the statement of operations.

Management of the Company has determined that the purchase accounting used to determine the status of the AST transaction was inappropriate, resulting in the de-consolidation of the VIE AST, since it was determined the Company does not have control of the entity AST. Accordingly, the financial statements have been revised to de-consolidate AST. The appropriate accounting is to record the lease associated with the property and equipment as a capital lease and the patent license agreement as an operating lease. The impact of the corrections are as follows:

1. The assets of AST were revalued at fair value; and

2. Depreciation and amortization were adjusted accordingly and;

3. Expenses associated with the patent license agreement were expensed as incurred.

Additionally, there were immaterial out of period adjustments in 2017 that were corrected in the period ended March 31, 2018.

The tables below summarize the impact, by specific financial statement line item, of the restatement described above on financial information previously reported on the Company’s Form 10-Q for the period ended March 31, 2018.

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Balance Sheet (unaudited)

	March 31, 2018
	As Restated			Adjustments			As Previously Reported
Prepaid expenses and other assets		969,963			464,879			505,084
Total current assets		12,234,278			464,879			11,769,399
Property, plant and equipment, at cost net of accumulated depreciation		1,940,263			(1,088,803	)		3,029,066
Patents		3,107,607			(1,786,863	)		4,894,470
Total other assets		11,109,706			(1,786,863	)		12,896,569
Total assets	$	112,326,496		$	(2,410,786	)	$	114,737,282
Accrued expenses		1,926,676			(1,340,599	)		3,267,275
Derivative and other fair value liabilities		11,469,171			288,824			11,180,347
Total current liabilities		37,672,609		$	(1,051,775	)		38,724,384
Lease payable		1,288,709			1,288,709			-
Total long term liabilities		102,355,090			1,288,709			101,066,381
Total liabilities		140,027,699			236,935			139,790,764
Preferred Series E stock, cumulative, stated value $100 per share, par value $.001, 300,000 shares authorized, 223,950 and 300,000 shares issued and outstanding, respectively		2,696,523			19,631			2,676,892
Common stock, par value $.025, 75,000,000 shares authorized, 2,148,080 and 1,832,372 shares issued and 2,141,393 and 1,830,969 shares outstanding, respectively		33,724			(395,575	)		429,299
Common stock to be issued		4,935			(34,544	)		39,479
Treasury stock, at cost, 11,500 shares		(28,031	)		196,219			(224,250	)
Additional paid in capital		59,699,040			4,159,640			55,539,399
Accumulated equity (deficit)		(92,728,320	)		(4,481,142	)		(88,247,178	)
Total shareholders’ equity/deficit		(31,749,141	)		(555,402	)		(31,193,739	)
Noncontrolling interest		1,351,415			(2,111,950	)		3,463,365
Total equity (deficit)		(30,397,726	)		(2,667,352	)		(27,730,374	)
Total liabilities and shareholders’ equity	$	112,326,496		$	2,410,786		$	114,737,282

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Statement of Operations (unaudited)

	March 31, 2018
	As Restated			Adjustments			As Previously Reported
Depreciation and amortization		385,986			(46,494	)		432,480
Selling, general and administrative		3,813,431			204,290			3,609,142
Total costs and expenses		5,773,139			157,796			5,615,343
Unrealized gain (loss) on change in fair value of derivative and other fair value liabilities		(1,926,013	)		(4,234,195	)		2,316,360
Interest expense		(320,072	)		(18,343	)		(301,729	)
Total other income (expense)		(2,208,724	)		(4,252,538	)		2,043,813
Loss before income taxes		(7,193,645	)		(4,410,334	)		(2,783,312	)
Provision for income taxes		-						-
Loss from continuing operations		(7,193,645	)		(4,410,334	)		(2,783,312	)
Consolidated Net Loss		(7,737,790	)		(4,410,334	)		(3,327,456	)
Net (gain) loss attributable to noncontrolling interest		(71,064	)		70,808			(141,872	)
Net loss available to common shareholders	$	(7,666,726	)	$	(4,481,142	)	$	(3,185,584	)
Earnings per common share (basic and diluted):
Loss from continuing operations	$	(4.91	)	$	(2.03	)	$	(2.88	)
Loss from discontinued operations	$	(0.25	)	$	-		$	(0.25	)
Net loss per common share	$	(5.16	)	$	(2.03	)	$	(3.13	)
Weighted average number of shares outstanding
(Basic and Diluted)		2,169,861			2,169,861			2,169,861

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Statement of Cash Flows (unaudited)

	March 31, 2018
	As Restated			Adjustments			As Previously Reported
Net loss	$	(7,737,791	)	$	(4,410,334	)	$	(3,327,457	)
Depreciation and amortization		358,986			(46,494	)		432,480
Unrealized (gain)/loss on fair value and derivative liabilities		1,926,013			4,234,195			(2,308,182	)
Prepaid expenses and other current assets		(243,619	)		204,290			(447,909	)
Accounts payable and accrued expenses		3,400,113			18,343			3,418,456

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

Overview

We intend for this discussion to provide information that will assist in understanding our condensed consolidated financial statements, the changes in certain key items in those condensed consolidated financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our condensed consolidated financial statements. This discussion should be read in conjunction with our condensed consolidated financial statements and accompanying notes for the three months ended March 31, 2018, included elsewhere in this report.

Plan of Operation

In order to increase access to cost-effective growth capital to help create shareholder value in our biomass innovation and healthcare businesses, in the fourth quarter of 2017, the Company committed to a plan to make available for immediate sale the waste management business. Management engaged in an active program to market the business which culminated with the reaching of a binding sales agreement in February 2018. Under the terms of sale, $3 million was paid to the Company upon formal closing, which occurred on April 20, 2018.

Historically, the Company was a regional, vertically integrated solid waste services company that provided collection, transfer, disposal and landfill services. This set of businesses was held for sale beginning on December 6, 2017. The results of such operations are classified as losses from discontinued operations.

As all the required criteria for held for sale classification was met at March 31, 2018, the waste management business is classified as held for sale in the Consolidated Balance Sheets and reflected as discontinued operations in the Consolidated Statements of Operations for all periods presented. Included in these results are the operations of a consolidated variable interest entity. (See Note 11, of the Consolidated Financial Statements included herein for additional information).

The assets held for sale represent that entirety of the Mid-Atlantic and Midwest waste management segments historically disclosed by the Company. The Company will have no continuing involvement with the discontinued operations after the disposal date.

The Company is now an innovative technology company which focuses on biomass innovation and healthcare technologies. The Company generally operates two lines of business currently: technologies (the “Technologies Business”) through its wholly-owned subsidiary, Mobile Science Technologies, Inc.; and innovations (the “Innovations Business”) through its wholly-owned subsidiary, Attis Innovations, LLC. The Company’s Technologies Business centers on creating community-based synergies through healthcare collaborations and software solutions and the Innovation Business strives to create value from recovered resources, through advanced byproduct technologies and assets found in downstream production.

The Company’s operations held for use operate under the following limited liability companies:

(1) Mobile Science Technologies, Inc. (referred to herein as “Attis Healthcare”); and

(2) Meridian Innovations, LLC

Executive Overview

General Overview of Our Business

Attis Industries Inc. generally operates two lines of business currently: technologies (the “Technologies Business”) through its wholly-owned subsidiary, Mobile Science Technologies, Inc.; and innovations (the “Innovations Business”) through its wholly-owned subsidiary, Attis Innovations, LLC. The Company’s Technologies Business centers on creating community-based synergies through healthcare collaborations and software solutions and the Innovation Business strives to create value from recovered resources, through advanced byproduct technologies and assets found in downstream production. The Company’s Innovation Business focuses on producing sustainable materials and fuels from renewable sources at costs equal to or less than those otherwise produced from fossil fuels. By processing targeted feedstocks, we believe Innovations will be able to produce materials used in the following markets: bioplastics, consumer goods, adhesives, carbon fiber, renewable fuels, and green chemicals, among others.

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The following table contains select amounts from our waste business reported in our Consolidated Statements of Operations as discontinued operations:

	Three months ended March 31,
	2018			2017
Total revenues		14,401,325			10,905,067
Total costs and expenses
Operating		10,140,299			6,987,386
Depreciation, depletion and amortization		-			3,035,424
Bad debt expense		40,089			178,488
Selling, general and administrative		2,159,280			2,125,843
Interest Expense		2,597,615			1,502,965
Other		8,187			(56,158	)
Total costs and expenses		14,945,470			13,773,948
Pretax Loss from discontinued operations		(544,145	)		(2,868,881	)
(Provision) benefit for income taxes		-			(101,613	)
Loss from discontinued operations		(544,145	)		(2,970,494	)

WelNess Benefits, LLC/Integrity Lab Solutions, LLC

On November 1, 2017, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) pursuant to which the Company acquired 100% of the membership interests (the “Membership Interests”) of WelNess Benefits, LLC (“WelNess”), an Oklahoma limited liability company, and Integrity Lab Solutions, LLC, an Oklahoma limited liability company, that together own and operate laboratory marketing, management, and testing businesses. WelNess owns 71.64% membership interest in LGMG, LLC d/b/a Verifi Resource Group. The Company seeks to utilize these businesses and their technologies to expand into the healthcare technology arena.

The calculation of purchase price, including measurement period adjustments, is as follows:

Stock consideration	$	1,000,000
Warrant consideration		896,645
Contingent consideration		2,220,683
Total	$	4,117,328

As noted in the table above, the Company issued 1,000,000 shares of common stock as consideration, which was valued based on the trading price of the stock on the date of close ($1.00 per share). The warrant consideration was measured using the Black Scholes Merton valuation model with the following significant assumptions: (1) stock price - $1.00; (2) exercise price - $1.00; (3) term – 5 years; (4) risk free interest rate – 2.01%; and (5) stock volatility of 143%. The contingent consideration was valued using a monte carlo simulation with simulations of expected future revenue amounts, growth rates and related expenses. The model also simulated future stock prices based off the following key assumptions: (1) starting price $1.00; (2) term – 1–5 years; (3) risk free interest rate – 2.01%; and (4) volatility of 143.46%.

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The contingent consideration is measured both initially and subsequently at fair value until settlement. The key assumptions for the subsequent December 31, 2017 valuation of $1.9 million were: (1) starting price $1.06; (2) term – 1-5 years; (3) risk free interest rate – 2.20%; and (4) volatility of 157.53%. The change in fair value is recognized in the consolidated statement of operations as unrealized gain from change in fair value of contingent consideration.

DxT Medical, LLC

On October 16, 2017, (the “Closing Date”), Mobile Science Technologies, Inc., a wholly owned subsidiary of the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among, an individual residing in the State of South Carolina, and Corral Court Capital LLC, a Georgia limited liability company, as sellers (together, the “Seller”), the Company, as parent, and Mobile Science Technologies, Inc., as buyer (“Buyer”), pursuant to which Buyer will acquire from Seller all of Seller’s right, title and interest in and to 100% of the membership interests (the “Membership Interests”) of DxT Medical, LLC, a South Carolina limited liability company that owns and operates a healthcare distribution business. As consideration for the Membership Interests, the Company issued to the Seller an aggregate of 350,000 restricted shares of the Company’s common stock, par value $0.025 per share, allocated in accordance with the terms of the Purchase Agreement (the “Stock Payment”). The shares were valued at market at the date of the closing, fair value of $318,500.

The acquisition was accounted for by the Company using the acquisition method under business combination accounting. Under this method, the purchase price paid by the acquirer is allocated to the assets acquired and liabilities assumed as of the acquisition date based on the fair value. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions.

Results of Operations

Summary of Statements of Operations of our continuing business for the Three Months Ended March 31, 2018 and 2017:

	Three Months Ended
	March 31, 2018			March 31, 2017
Revenue	$	788,218		$	-
Operating expenses	$	856,490		$	-
Bad debt expense	$	717,231		$	-
Selling, general and administrative	$	3,813,431		$	1,934,303
Depreciation and amortization	$	385,986		$	19,744
Other income (expenses), net	$	(2,208,724	)	$	1,901,851
Loss from continuing operations	$	7,193,644		$	52,196
Basic net loss per share from continuing operations	$	0.86		$	0.42

Revenue

The Company’s revenue for the three months ended March 31, 2018 was $788,218, a 100% increase over the March 31, 2017 revenue of $-0-. This increase is due to the acquisition of WelNess Benefits, LLC/Integrity Lab Solutions, LLC, which was added to our Technologies Business. The $788,218 of current year revenue was derived from this business acquired in November of 2017.

Operating Expenses

Operating expenses were $856,490 or 109% of revenue, for the three months ended March 31, 2018, as compared to $-0- for the three months ended March 31, 2017. This increase is due to the acquisition of WelNess Benefits, LLC/Integrity Lab Solutions, LLC, which was added to our Technologies Business. The $856,490 of current year operating expenses was derived from this business acquired in November of 2017. Included in operating expenses is approximately $500,000 of costs related to salaries, commission and other payroll related expenses. The remaining amount is primarily lab related costs.

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Bad Debt Expense

Bad debt expense for the three months ended March 31, 2018 was $717,231 as compared to 0 for the three months ended March 31, 2017. This increase in bad debt expense is due to difficulty in collecting from one of our lab providers, due to delay from an insurance company.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31, 2018, was $3,813,431 as compared to $1,934,303 for the three months ended March 31, 2017 and increase of $1,879,128 or approximately 89%. The change is attributable to the acquisition of WelNess Benefits, LLC/Integrity Lab Solutions, LLC. The selling, general and administrative expenses of this new acquisition consist primarily of payroll and related costs of approximately $2,300,000, professional services of approximately $1,100,000 and travel expenses of approximately $100,000.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended March 31, 2018 was $385,986, as compared to $19,744 for the three months ended March 31, 2017. The change is attributable to the acquisition of WelNess Benefits, LLC/Integrity Lab Solutions, LLC and the addition of approximately $150,000 of office and computer equipment in the corporate segment.

Other Income (expenses), Net

Other income (expense), net for the three months ended March 31, 2018, was ($2,208,724), as compared to $1,901,851 for the three months ended March 31, 2017. The change is attributable to an approximate decrease in unrealized gain (loss) on change in fair value of derivative liability of ($1,926,000) of which $4,234,000 is attributable to the warrants issued by the Company with certain preferred stock requiring derivative accounting. Offset by a decrease in gain on extinguishment of liability of approximately $2,900,000, further offset by an increase in interest expense of approximately $100,000.

Net Loss Attributable to Common Stockholders

Net loss from continuing operations for the three months ended March 31, 2018, was $7,193,645 or continuing loss per share of $0.86, as compared to $52,196 or continuing loss per share of $0.42, for the three months ended March 31, 2017.

Segment Information

Historically, the Company had one operating segment. However, with the acquisition of The Mid-Atlantic segment during the nine months ended September 30, 2017, the Company’s operations were managed through two operating segments: Mid-Atlantic and Midwest regions. Both these segments are now included in discontinued operations. The Company has shifted its focus and now operates 2 new lines of business currently: technologies (the “Technologies Business”) through its wholly-owned subsidiary, Mobile Science Technologies, Inc.; and innovations (the “Innovations Business”) through its wholly-owned subsidiary, Attis Innovations, LLC. The Company’s Technologies Business centers on creating community-based synergies through healthcare collaborations and software solutions and the Innovation Business strives to create value from recovered resources, through advanced byproduct technologies and assets found in downstream production. These two operating segments and corporate are presented below as its reportable segments. The Company’s Innovation Business focuses on producing sustainable materials and fuels from renewable sources at costs equal to or less than those otherwise produced from fossil fuels. By processing targeted feedstocks, we believe Innovations will be able to produce materials used in the following markets: bioplastics, consumer goods, adhesives, carbon fiber, renewable fuels, and green chemicals, among others.

Summarized financial information concerning our reportable segments for the three months ended March 31, 2018 is shown in the following table:

	Service Revenues		Net Income (loss)			Depreciation and Amortization		Capital Expenditures		Goodwill		Total Assets
Technologies	$	788,000	$	(2,172,000	)	$	306,000	$	2,000	$	5,300,000	$	8,670,000
Innovations		-		(1,029,000	)		105,000		2,700,000		-		5,219,214
Corporate		-		(4,537,000	)		21,000		15,000		-		1,900,000
Total	$	788,000	$	(7,738,000	)	$	432,000	$	2,717,000	$	5,300,000	$	15,789,214

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Liquidity and Capital Resources

The following table summarizes total current assets, current liabilities and working capital at March 31, 2018, compared to December 31, 2017:

	March 31, 2018			December 31, 2017			Increase/ Decrease
Current Assets	$	12,234,278		$	10,316,804		$	1,917,474
Current Liabilities	$	37,672,609		$	97,667,971		$	(59,995,362	)
Working capital (Deficit)	$	(25,438,331	)	$	(87,351,167	)	$	(61,912,836	)

The change in working capital (deficit) is due primarily to the following changes to current assets and current liabilities. The increase in current assets held for sale of approximately $800,000, an increase in cash of approximately $600,000. Accounts Receivable, net decreased by approximately $130,000. Current liabilities held for sale decreased by approximately $67,000,000 accounts payable and accrued expenses increased by approximately $1,300,000 and current portion of long-term debt decreased by approximately $3,600,000, and derivative liabilities increased by approximately $9,200,000.

As all the required criteria for held for sale classification was met at December 31, 2017, the waste management business is classified as held for sale in the Consolidated Balance Sheets and reflected as discontinued operations in the Consolidated Statements of Operations for all periods presented. See note 11. Accounts receivable decreased due to increased allowance for doubtful accounts at March 31, 2018. The increase in current portion of long-term debt is also the result of the acquisition of WelNess, as part of the liabilities assumed is debt due within 1 year, and also the reclassification of Goldman Sachs & Co. debt to current, see note 6. In January of 2017 all deferred compensation was paid off.

At March 31, 2018, we had a working capital deficit of $25,438,330 as compared to a working capital deficit of $87,351,167 at December 31, 2017, a decrease of $61,912,837.

The following table sets forth a summary of our cash flows for the periods indicated:

	3/31/2018			3/31/2017
Net Cash Used in Operating Activities	$	(1,772,389	)	$	(3,963,201	)
Net Cash (Used in) Provided by Investing Activities	$	(1,905,158	)	$	(5,336,058	)
Net Cash Provided by Financing Activities	$	4,237,688		$	9,754,349

We had a balance of cash and cash equivalents of $1,013,180 as of March 31, 2018. We have historically funded our working capital needs through operations and raising capital through the sale of our securities. Our working capital requirements are influenced by the state and level of our operations, and the timing of capital needed for projects.

Operating Activities. Net cash used in operating activities was $(1,772,389) for the three months ended March 31, 2018, compared to net cash provided by operating activities of $(3,963,201) for the three months ended March 31, 2017.

The increase in net cash used in operating activities was primarily attributable to a substantial increase in net loss.

Investing Activities. Net cash used in investing activities was $(1,905,158) for the three months ended March 31, 2018, compared to $(5,336,085) for the three months ended March 31, 2017. This decrease is primarily due to the decrease in property, plant and equipment purchases exceeding the increase from landfill acquisitions and the increase from our investment in the CFS Group.

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Financing Activities. Net cash provided by financing activities was $4,237,688 for the three months ended March 31, 2018, compared to net cash of $9,754,349 provided by financing activities for the three months ended March 31, 2017.  This increase was primarily due to a $10 million common stock sale in 2017.

Going Concern, Liquidity and Management’s Plan

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. We have experienced recurring operating losses in recent years. Because of these losses, the Company had negative working capital of approximately $25,000,000 at March 31, 2018, excluding current assets and current liabilities held for sale. The conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company believes that the working capital deficit can be satisfied with additional capital raises, cash on hand at March 31, 2018, the sale of the waste services division, and the growth of our innovations and technology division.

On February 20, 2018, Attis Industries Inc. signed an agreement with Warren Equity Partners (“WEP”), with final closing on April 20, 2018, to sell the waste operations of the Company to WEP. As part of this sale the Company will be able to eliminate a majority of its debt, as well as the approximately $11,000,000 annual debt service payments. The Company will also receive $3,000,000 in cash as part of the sale. However, during the diligence period from the agreement date to the expected closing date of Q2 2018, we have been precluded from raising additional capital per our current credit agreement. We also have a revised credit agreement from our primary lender with more favorable terms this will help to execute our growth strategy without the encumbrances of the substantial debt and recurring losses of the waste operations.

Post-close the Company will focus on growing its Innovations and Technology divisions. In anticipation of the sale of the waste division the Company purchased Verifi Labs in November of 2017. Additionally, we are in the process of setting up a federal lab and also a commercial lab, both of which we expect to be operational in May of 2018.

As of March 31, 2018 the Company had approximately $1,000,000 in cash, in its continued operations, to cover its short term cash requirements. The Company is still evaluating raising additional capital through the public markets as well as looking for capital partners to assist with operating activities and growth strategies. As of May 15, 2018 the Company had approximately $700,000 in cash.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.

Our primary uses of cash have been for working capital purposes to support our operations and our efforts to become a reporting company with the SEC. All funds received have been expended in the furtherance of growing our business operations, establishing our brand and making sure our work is completed with efficiency and of the highest quality. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

● An increase in working capital requirements to finance additional marketing efforts,

● Increases in advertising, public relations and sales promotions for existing customers and to attract new customers as the company expands, and

● The cost of being a public company.

● Due to the new Goldman Sachs credit agreement and the note payable entered in to in February of 2018, the Company has debt service payments of $350,000 due each fiscal quarter, beginning in September of 2018 and approximately $64,000 due per week, respectively.

The Company has significant growth plans in the near future in its Technology business and Innovations business that will result in our liquidity increasing or decreasing in a material way. We are not aware of any other matters that would have an impact on future operations.

We currently have no material commitments for capital expenditures, other than for our growth plans.

In order to fund future expansion through acquisitions and capital expenditures, the Company may be required to raise capital through the sale of its securities on the public market.

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Inflation and Seasonality

We do not expect our revenue to fluctuate quarterly.

Critical Accounting Policies

Impairment of long-lived assets

The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the year-ended December 31, 2017, the Company experienced impairment expense of its capitalized software, see note 3. No other impairments were noted during the year-ended December 31, 2017, and December 31, 2016.

Use of Estimates

Management estimates and judgments are an integral part of consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). We believe that the critical accounting policies described in this section address the more significant estimates required of management when preparing our consolidated financial statements in accordance with GAAP. We consider an accounting estimate critical if changes in the estimate may have a material impact on our financial condition or results of operations. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustment to these balances in future periods. 

Accounts Receivable

Accounts receivable are recorded at management’s estimate of net realizable value. At March 31, 2018, and December 31, 2017 the Company had approximately $1,400,000 and $860,000 of gross trade receivables, respectively.

Our reported balance of accounts receivable, net of the allowance for doubtful accounts, represents our estimate of the amount that ultimately will be realized in cash. We review the adequacy and adjust our allowance for doubtful accounts on an ongoing basis, using historical payment trends and the age of the receivables and knowledge of our individual customers. However, if the financial condition of our customers were to deteriorate, additional allowances may be required. At March 31, 2018 and December 31, 2017 the Company had approximately $700,000 and $0 recorded for the allowance for doubtful accounts, respectively.

Revenue Recognition

The Company adopted Financial Accounting Standards Board (“FASB”) ASC Topic 606 (“ASC 606”), Revenue from Contracts with Customers and its amendments with a date of the initial application of January 1, 2018. ASC Topic 606 sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity is required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods and services.

The Company applied the modified retrospective approach under ASC 606 which allows for the cumulative effect of adopting the new guidance on the date of initial application. Use of the modified retrospective approach means the Company’s comparative periods prior to initial application are not restated. The initial application was applied to all contracts at the date of the initial application. The Company has determined that the adjustments using the modified retrospective approach did not have a material impact on the date of the initial application along with the disclosure of the effect on prior periods.

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Revenue from continuing operations consisted of referral and management related lab testing fees of $758,000 and management fees related to the management of laboratory services of $30,000. 

In relation to the lab testing fees, the Company receives revenues from the referral of blood and toxicology testing services. As compensation for the referral and management services rendered hereunder, the Company gets paid a percentage of the net collected revenue of the hospital outreach laboratory as it pertains to samples processed as part of its outpatient outreach program. The amount of revenue varies based off the sample type. Our earned fees are paid weekly based upon all the net collected revenue received by the hospital during the period following the previous payment date. The Company recognizes revenue when the performance obligation when the testing has occurred as that completes our performance obligation. There are no variable consideration estimates, service type warranties or other significant management estimates related to our recognition of this revenue.

In relation to our management service agreement revenue, the Company manages a hospital’s laboratory and serves as the sole and exclusive provider of non-patient lab administrative and management consulting services including the day-to-day management assistance, administrative and support services for, and on behalf of the laboratory related to the operation of its facility. In this arrangement, the management fee is a fixed monthly amount that does not vary with the number of procedures performed. This service is governed by a management service agreement and our performance obligation is the performance of the management services. There are no variable revenue components and revenue is recognized ratably over the month as the services are performed. The Company does not offer any service type warranties and there are no other significant management estimates related to our recognition of this revenue.

Revenue related to our discontinued operations consists of solid waste services performed including the collection, hauling, transfer, disposal of waste and landfill services. The Company primarily focused on residential and commercial waste disposal and hauling and has contracts with various cities and municipalities in Missouri and Virginia. Our performance obligations under these contracts tend to be singular in nature such as period pick ups at specified times or the physical storing of waste. Our pricing is fixed and contractually stated with any variable revenue components such as discounts and rebates being immaterial to revenue as a whole. Revenue is recognized as the service is performed which for periodic pick up is ratably over the pick up period and for transfer and disposal services it is when such transfer and disposal has taken place.

Intangible Assets

Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired. In accordance with Accounting Standards Codification (ASC) 350, “Goodwill and Other Intangible Assets”, goodwill is not amortized, but rather is tested for impairment at least annually or more frequently if indicators of impairment are present. The Company performs its annual goodwill impairment analysis as of November 30, 2017 and, if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. The Company adopted ASU 2017-04, “Intangibles - Goodwill and Other: Topic 350: Simplifying the Test for Goodwill Impairment”, which eliminated step two from the goodwill impairment test. In assessing impairment on goodwill, the Company first analyzes qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The qualitative factors the Company assesses include long-term prospects of its performance, share price trends and market capitalization and Company-specific events. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not need to perform the quantitative impairment test. If based on that assessment, the Company believes it is more likely than not that the fair value of the reporting unit is less than its carrying value or the Company decides to opt out of this step, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value. A goodwill impairment charge is recognized for the amount by which the reporting unit’s fair value is less than its carrying value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. As a result of our November 30, 2017 impairment test, the Company recognized a $6.0 million impairment related to our then Midatlantic waste removal business, which is included in loss from discontinued operations on the consolidated statement of operations.

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Derivative Instruments

The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretations of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering the rights and obligations of each instrument.

The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, the Company generally uses the Black Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair value, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of this accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative loss. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative gain.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 (“ASC 718”) which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Fair Value Measurement

ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. Also, ASC Topic 820 provides clarification that in circumstances, in which a quoted price in an active market for the identical liabilities is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update.

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The standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

Level 1 - Quoted prices in active markets for identical assets and liabilities.

Level 2 - Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the quarter ended March 31, 2018 and 2017 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our interests.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

Our chief executive officer and chief financial officer, with the participation of management, have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934) and determined that our disclosure controls and procedures were not effective as of the end of the period covered by this report due to the material weakness in internal control over financial reporting as described below.

Material Weakness in Internal Control over Financial Reporting

As described in Management’s Report On Internal Control Over Financial Reporting in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2017, we determined that we did not maintain effective internal control over the accounting including: (1) lack of a segregation of duties; and (2) lack of lack of review an disclosure controls.

Although we have made progress in the remediation of these issues, as indicated below, sufficient time needs to pass before we can conclude that newly implemented controls are operating effectively and that the material weaknesses have been adequately remediated. Notwithstanding the material weaknesses in our internal control over financial reporting, we have concluded that the interim condensed consolidated financial statements and other financial information included in this Quarterly Report on Form 10-Q, fairly present in all material respects our financial condition, results of operations and cash flows as of, and for, the periods presented.

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Remediation of Material Weakness in Internal Control over Financial Reporting

We continue to plan to remediate those material weaknesses as follows:

● Improve the effectiveness of the accounting group by augmenting our existing resources with additional consultants or employees to assist in the analysis and recording of complex accounting transactions, and to simultaneously achieve desired organizational structuring for improved segregation of duties. We plan to mitigate this identified deficiency by hiring an independent consultant once we generate significantly more revenue or raise significant additional working capital.

● Improve expert review and achieve desired segregation procedures by strengthening cross approval of various functions including quarterly internal audit procedures where appropriate.

We expect to make additional improvements and enhancements during the remainder of 2018. When fully implemented and operational, we believe the enhanced procedures will remediate the material weaknesses we have identified and generally strengthen our internal control over financial reporting. The material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Our goal is to remediate this material weakness by the end of fiscal 2018, subject to there being sufficient opportunities to conclude, through testing, that the enhanced control is operating effectively.

(b) Changes in Internal Control over Financial Reporting.

Management has reported to the Audit Committee the content of the material weaknesses identified in our assessment. Addressing these weaknesses is a priority of management and we are in the process of remediating the cited material weaknesses. For example, The Company is actively evaluating its internal control structure to identify the need for additional resources to ensure appropriate segregation of duties.

Except as disclosed in the preceding paragraphs, there have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our annual report on Form 10-K for the year ended December 31, 2017, filed with the SEC on April 16, 2018.

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

There were no unregistered sales of equity securities that were not otherwise disclosed in a current report on Form 8-K.

Item 3. Defaults Upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

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Item 6. Exhibits.

Exhibit No.	Description
2.1	Equity Securities Purchase Agreement, dated February 20, 2018, by and among Meridian Waste Operations, Inc., Meridian Waste Solutions, Inc., Meridian Waste Acquisitions, LLC and Jeffrey S. Cosman (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2018)
2.2	Amendment No. 1 to the Equity Securities Purchase Agreement, dated March 30, 2018, by and among Meridian Waste Operations, Inc., Meridian Waste Solutions, Inc., Meridian Waste Acquisitions, LLC and Jeffrey S. Cosman (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2018)
2.3	Amendment No. 2 to the Equity Securities Purchase Agreement, dated April 20, 2018, by and among Meridian Waste Operations, Inc., Meridian Waste Solutions, Inc., Meridian Waste Acquisitions, LLC and Jeffrey S. Cosman (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2018)
3.1	Certificate of Amendment of the Certificate of Incorporation of Meridian Waste Solutions, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 1, 2018)
3.2	Certificate of Amendment of the Certificate of Incorporation of Meridian Waste Solutions, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 22, 2018)
3.3	Certificate of Amendment of the Certificate of Incorporation of Meridian Waste Solutions, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on March 16, 2018)
3.4	Certificate of Correction to Certificate of Amendment of the Certificate of Incorporation of Meridian Waste Solutions, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 4, 2018)
3.5	Certificate of Amendment to Certificate of Incorporation of Meridian Waste Solutions, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 24, 2018)
4.1	Third Amendment to Amended and Restated Credit and Guaranty Agreement by and among Meridian Waste Solutions, Inc., Meridian Waste Operations, Inc, Here to Serve – Missouri State Division, LLC, Here to Serve – Georgia Waste Division, Meridian Land Company, LLC., Christian Disposal, LLC,  FWCD, LLC, The CFS Group, LLC, The  CFS Group Disposal & Recycling Services, LLC, RWG5, LLC, Meridian Waste Missouri, LLC, Attis Innovations, LLC and DXT Medical, LLC, the Lenders party hereto and Goldman Sachs Specialty Group, L.P., as Administrative Agent, Collateral Agent and Lead Arranger. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 10, 2018)

45

4.2	Form of Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 22, 2018)
4.3	Form of Series D Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2018)
4.4	Form of Series E Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2018)
4.5	Form of Preferred D Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2018)
4.6	Form of Preferred E Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March April 4, 2018)
4.7	Second Amended and Restated Credit and Guaranty Agreement dated April 20, 2018 by and among Meridian Waste Operations, Inc., Mobile Science Technologies, Inc., Attis Healthcare, LLC, Integrity Lab Solutions, LLC, Red X Medical LLC, Welness Benefits, LLC, LGMG, LLC, Attis Innovations, LLC, Advanced Lignin Biocomposites LLC, Attis Envicare Medical Waste, LLC, Attis Genetics, LLC, Attis Federal Labs, LLC and Attis Commercial Labs, LLC, Meridian Waste Solutions, Inc. and certain of its subsidiaries, as guarantors, the lenders party thereto from time to time and Goldman Sachs Specialty Lending Group, L.P., as Administrative Agent, Collateral Agent, and Lead Arranger (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2018)
4.8	Amended and Restated Term Loan Note issued in favor of Goldman Sachs Specialty Lending Holdings, Inc., in the principal amount of $8,158,333.79, dated April 20, 2018 (incorporated by reference  to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2018)
4.9	Amended and Restated Pledge and Security Agreement between the grantors party thereto and Goldman Sachs Specialty Lending Group, L.P., dated April 20, 2018 (incorporated by reference  to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2018)
10.1	Membership Interest Purchase Agreement dated January 5, 2018 by and between Meridian Waste Missouri, LLC, Keith A. Wilson, as Trustee of the Keith A. Wilson Living Trust dated January 31, 2008 and Keith A. Wilson (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 10, 2018)
10.2	Membership Interest Purchase Agreement dated January 17, 2018 by and among Mobile Science Technologies, Inc., Meridian Waste Solutions, Inc., Jefferson Patrick Locke and Jonathan Moore Lewis (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2018)
10.3	Form of Securities Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 22, 2018)
10.4	Form of Registration Rights Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 22, 2018)

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10.5	Form of First Amendment to Director Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 13, 2018)
10.6	Resignation and Executive Employment Agreement Termination Agreement dated April 20, 2018, by and among Meridian Waste Solutions, Walter H. Hall, Jr. and Jeffrey S. Cosman (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2018)
31.1	Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
31.2	Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

* Filed herewith

47

SIGNATURES

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

	ATTIS TECHNOLOGIES INC.
Date: July 9, 2019	By:	/s/ Jeffrey Cosman
	Name:	Jeffrey Cosman
	Title:	Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Chris Diaz
	Name:	Chris Diaz
	Title:	Chief Financial Officer
		(Principal Financial Officer)
		(Principal Accounting Officer)

48

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Jeffrey Cosman, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Attis Industries Inc.;

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

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

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

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

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

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

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

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

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

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

Date: July 9, 2019	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Chris Diaz, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Attis Industries Inc.;

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

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

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

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

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

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

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

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

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

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

Date: July 9, 2019	By:	/s/ Chris Diaz
		Chris Diaz. Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Attis Industries Inc. (the “Company”), on Form 10-Q for the period ended March 31, 2018, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Jeffrey Cosman, Chief Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Quarterly Report on Form 10-Q for the period ended March 31, 2018, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in such Quarterly Report on Form 10-Q for the period ended March 31, 2018, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 9, 2019	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Attis Industries Inc. (the “Company”), on Form 10-Q for the period ended March 31, 2018, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Chris Diaz, Chief Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Quarterly Report on Form 10-Q for the period ended March 31, 2018, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in such Quarterly Report on Form 10-Q for the period ended March 31, 2018, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 9, 2019	By:	/s/ Chris Diaz
		Chris Diaz
		Chief Financial Officer

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Jul. 09, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	Attis Industries Inc.
Entity Central Index Key	0000949721
Amendment Flag	true
Amendment description	This Amendment No. 1 on Form 10-Q/A ("Form 10-Q/A"), which amends and restates items identified below with respect to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, initially filed by Attis Industries Inc. (the "Company") with the Securities and Exchange Commission on May 19, 2018 (the "Original Filing") is being filed solely to revise Part I, Item 1. Financial Statements to include restated Consolidated Financial Statements, as described in Note 16 to the Consolidated Financial Statements, and to include the following modifications to the Notes to Consolidated Financial Statements as well Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations: Note 4, "Property, Plant and Equipment" was updated to reflect the change in status of American Science and Technology Corporation "AST"; Note 5 "Intangibles Assets" was updated to reflect the change in status of AST; Note 13 "Variable Interest Entity" was changed into a Lease Accounting footnote which reflects the lease accounting under the AST agreement and the resulting change in status whereby AST is no longer considered a VIE that requires consolidation; Note 14 "Segment Reporting" was updated to reflect the change in status of AST; Note 15 "Subsequent Events" was updated to include an explanation of the warrants; Note 16 "Restatement" was added to outline the corrections that were made to the financial statements; Management Discussion & Analysis was updated to reflect all the changes above; Except where otherwise indicated, all stock prices, share amounts, per share information, stock options and common stock purchase warrants in this Form 10-Q/A reflect the impact of the reverse stock split applied retroactively. This Form 10-Q/A amends and restates in its entirety the Original Filing. Except as stated above, this Form 10-Q/A does not reflect events occurring after the Original Filing and does not modify or update in any way the disclosures contained in the Original Filing. Accordingly, this Form 10-Q/A should be read in conjunction with the Original Filing. Please refer to recent filings made with the SEC for additional information.
Current Fiscal Year End Date	--12-31
Document Type	10-Q/A
Document Period End Date	Mar. 31, 2018
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2018
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		4,313,041
Entity File Number	001-13984

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 1,013,180	$ 400,223
Accounts receivable, net of allowance	731,085	861,031
Prepaid expenses	969,963	334,603
Other current assets	6,450	6,450
Current assets held for sale	9,513,600	8,714,497
Total current assets	12,234,278	10,316,804
Property and equipment, at cost net of accumulated depreciation	1,940,263	333,499
Other assets:
Contract deposits		536,076
Other deposits	152,544	162,206
Goodwill	5,279,207	5,279,207
Capitalized software	97,516	108,767
Patents	3,107,607	3,141,796
Customer list, net of accumulated amortization	2,447,250	2,718,300
Website, net of accumulated amortization	25,582	27,117
Total other assets	11,109,706	11,973,469
Total noncurrent assets held for sale	87,042,249	80,932,386
Total assets	112,326,496	103,556,158
Current liabilities:
Accounts payable	2,004,208	1,777,355
Accrued expenses	1,926,676	820,458
Notes payable, related parties	6,891	6,891
Derivative and other fair value liabilities	11,469,171	2,307,363
Current portion - capital leases payable	21,455	25,999
Current portion - long term debt	4,820,629	8,502,387
Current liabilities held for sale	17,423,578	84,227,518
Total current liabilities	37,672,608	97,667,971
Long-term liabilities:
Contingent consideration liability	1,929,936	1,957,226
Deferred tax liability	14,337	14,337
Deferred rent	53,055	53,418
Lease payable	1,288,709
Long term debt, net of current	8,364,660	1,977,707
Noncurrent liabilities held for sale	90,704,395	17,307,998
Total long-term liabilities	102,355,092	21,310,686
Total liabilities	140,027,700	118,978,657
Shareholders' deficit:
Common stock, par value $.025, 75,000,000 shares authorized, 2,148,080 and 1,832,372 shares issued and 2,141,393 and 1,830,969 shares outstanding, respectively	33,724	45,770
Common stock to be issued	4,935	90,018
Treasury stock, at cost, 11,500 shares	(28,031)	(28,031)
Additional paid in capital	59,699,039	66,286,763
Accumulated deficit	(92,728,320)	(85,061,593)
Total shareholders' deficit	(31,749,142)	(18,135,382)
Noncontrolling Interest	1,351,415	1,459,407
Total equity	(30,397,727)	(16,675,975)
Total liabilities and shareholders' deficit	112,326,496	103,556,158
Preferred Series A stock
Shareholders' deficit:
Preferred stock
Preferred Series B stock
Shareholders' deficit:
Preferred stock
Preferred Series C stock
Shareholders' deficit:
Preferred stock
Preferred Series D stock
Shareholders' deficit:
Preferred stock	1,269,511	531,691
Preferred Series E stock
Long-term liabilities:
Preferred Series stock, cumulative	2,696,523	1,253,476
Preferred Series F stock
Long-term liabilities:
Preferred Series stock, cumulative

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Common stock, par value	$ 0.025	$ 0.025
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	2,148,080	1,832,372
Common stock, shares outstanding	2,141,393	1,830,969
Treasury stock, shares	11,500	11,500
Preferred Series A stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	51	51
Preferred stock, shares issued	51	51
Preferred stock, shares outstanding	51	51
Preferred Series B stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	71,210	71,210
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred Series C stock
Preferred stock, stated value	$ 100	$ 100
Preferred Series D stock
Preferred stock, stated value	100	100
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	141,000	141,000
Preferred stock, shares issued	106,950	141,000
Preferred stock, shares outstanding	106,950	141,000
Preferred Series E stock
Preferred stock, stated value	$ 100	$ 100
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	300,000	300,000
Preferred stock, shares issued	223,950	300,000
Preferred stock, shares outstanding	223,950	300,000
Preferred Series F stock
Preferred stock, stated value	$ 1,000	$ 1,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,500	2,500
Preferred stock, shares issued	2,500	0
Preferred stock, shares outstanding	2,500	0

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue
Services	$ 788,218
Total revenue	788,218
Cost and expenses:
Operating	856,490
Bad debt expense	717,231
Depreciation and amortization	385,986	19,744
Selling, general and administrative	3,813,431	1,934,303
Total cost and expenses	5,773,138	1,954,047
Other income (expenses):
Unrealized (loss) on change in fair value of derivative and other fair value liabilities	(1,917,834)	(816,997)
Unrealized gain from change in fair value of contingent consideration	27,290
Gain on extinguishment of debt		2,911,361
Interest income	1,891
Interest expense	(320,072)	(192,513)
Total other income	(2,208,725)	1,901,851
Loss before income taxes	(7,193,645)	(52,196)
Provision for income taxes
Loss from continuing operations	(7,193,645)	(52,196)
Discontinued Operations
Loss from operations of discontinued operations	(544,145)	(2,970,494)
Consolidated Net Loss	(7,737,790)	(3,022,690)
Net (income) loss attributable to noncontrolling interest	(71,064)	32,160
Net loss available to common shareholders	(7,666,726)	(3,054,850)
Deemed dividend related to beneficial conversion feature and accretion of a discount on Series C Preferred Stock		(2,115,317)
Deemed dividend related to Series A and B warrants down round provision	(9,648)
Deemed dividend related to Series D and E warrants down round provision	(234,912)
Deemed dividend related to extinguishment of Series D and E Preferred Stock	(2,626,873)
Deemed dividend related to conversion of Series D Preferred Stock	(212,230)
Deemed dividend related to conversion of Series E Preferred Stock	(386,978)
Net loss attributable to common stockholders	$ (11,137,367)	$ (5,170,167)
Earnings per common share (basic and diluted):
Loss from continuing operations	$ (4.91)	$ (3.36)
Loss from discontinued operations	(0.25)	(4.55)
Net loss per common share	$ (5.16)	$ (7.91)
Weighted average number of shares outstanding (Basic and Diluted)	2,169,861	645,947

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net loss	$ (7,737,790)	$ (3,022,690)
Adjustments to reconcile net loss to net cash (used in) provided from operating activities:
Depreciation and amortization	385,986	2,998,766
Interest accretion on landfill liabilities		56,401
Amortization of capitalized loan fees & debt discount	339,555	150,684
Unrealized (gain)/loss on fair value and derivative liabilities	1,926,013	554,112
Unrealized gain from change in fair value of contingent consideration	(27,290)
Bad debt expense	757,320	178,488
Deferred tax expense		101,613
Stock and Options issued to employees and consultants for compensation	179,358	27,375
Gain on extinguishment of debt		(2,654,821)
Loss (Gain) on disposal of equipment		(841)
Changes in working capital items net of acquisitions:
Accounts receivable, net of allowance	(1,201,863)	(924,962)
Prepaid expenses and other current assets	(243,619)	(324,244)
Contract deposits	36,076
Other deposits	9,662
Accounts payable and accrued expenses	3,418,456	(1,383,897)
Deferred compensation		(769,709)
Deferred revenue	386,111	1,050,524
Deferred Rent	(364)
Net cash used in operating activities	(1,772,389)	(3,963,201)
Cash flows from investing activities:
Investment in CFS Group of Companies		(3,933,276)
Landfill additions	(909,538)	(12,333)
Acquisition of property, plant and equipment	(995,620)	(1,403,896)
Purchases of short-term investments		13,447
Net cash used in investing activities	(1,905,158)	(5,336,058)
Cash flows from financing activities:
(Repayments) borrowings on notes due related parties		(253,000)
Proceeds from loans	3,325,000	569,212
Proceeds from issuance of common stock, net of fees		10,764,931
Proceeds from issuance of Series F Preferred Stock and Series A Warrants net of placement fees of $248,000	2,002,000
Proceeds from warrant exercise	4,750
Dividend distribution to non-controlling shareholders	(36,927)
Principal payments on capital lease	(294,657)	(67,291)
Principal payments on notes payable	(762,478)	(1,259,503)
Net cash provided from financing activities	4,237,688	9,754,349
Net change in cash	560,141	455,090
Beginning cash	997,216	823,272
Ending cash	1,557,357	1,278,362
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	2,559,789	1,497,429
Supplemental Non-Cash Investing and Financing Information:
Note payable incurred for acquisition	3,692,000	34,100,000
Common stock issued for consideration in an acquisition	545,700	1,390,000
Retirement of Preferred Stock C and related top off provision through the issuance of Common Stock C (and related derivative liability)		2,644,951
Property, plant and equipment additions financed with notes payable and capital leases	2,236,734	195,646
Deemed dividend related to beneficial conversion feature of Series C Preferred Stock		2,115,317
Deemed dividend related to Series A and B warrants down round provision and reclass to derivative liability	1,242,735
Deemed dividend related to Series D and E warrants down round provision and reclass to derivative liability	3,722,357
Deemed dividend related to extinguishment of Series D and E Preferred Stock	2,626,873
Deemed dividend related to conversion of Series D Preferred Stock	737,820
Deemed dividend related to conversion of Series E Preferred Stock	$ 1,423,416

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Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Cash Flows [Abstract]
Proceeds from issuance of series F preferred stock, net of placement fees	$ 248,000
Proceeds from issuance of series A warrants net of placement fees	$ 248,000

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Nature of Operations and Organization

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS AND ORGANIZATION

NOTE 1 – NATURE OF OPERATIONS AND ORGANIZATION

An amendment to the Company's certificate of incorporation to change the name of the Company to Attis Industries Inc. became effective on April 23, 2018.

Historically, the Company was a regional, vertically integrated solid waste services company that provided collection, transfer, disposal and landfill services. This set of businesses was held for sale beginning on December 6, 2017. The results of such operations are classified as losses from discontinued operations.

The Company was primarily in the business of residential and commercial waste disposal and hauling and has contracts with various cities and municipalities. The majority of the Company's customers are located in the St. Louis metropolitan and surrounding areas and throughout central Virginia.

On February 15, 2017, the Company, in order to expand its geographical footprint to new markets outside of the state of Missouri, acquired 100% of the membership interests of The CFS Group, LLC, The CFS Group Disposal & Recycling Services, LLC and RWG5, LLC ("The CFS Group") pursuant to a Membership Interest Purchase Agreement, dated February 15, 2017. This acquisition was consummated to further define the Company's growth strategy of targeting and expanding within vertically integrated markets and serve as a platform for further growth. See note 3.

The discontinued operations of the company operated under seven separate Limited Liability Companies:

(1) Here To Serve Missouri Waste Division, LLC ("HTSMWD"), a Missouri Limited Liability Company;

(2) Here To Serve Georgia Waste Division, LLC ("HTSGWD"), a Georgia Limited Liability Company;

(3) Meridian Land Company, LLC ("MLC"), a Georgia Limited Liability Company;

(4) Christian Disposal, LLC and subsidiary ("CD"), a Missouri Limited Liability Company;

(5) The CFS Group, LLC;

(6) The CFS Group Disposal & Recycling Services, LLC; and

(7) RWG5, LLC

Attis Industries Inc. f/k/a Meridian Waste Solutions, Inc. (the "Company" or "Attis") is now an innovative technology company which focuses on biomass innovation and healthcare technologies. Attis generally operates two lines of business currently: technologies (the "Technologies Business") through its wholly-owned subsidiary, Mobile Science Technologies, Inc.; and innovations (the "Innovations Business") through its wholly-owned subsidiary, Attis Innovations, LLC. Attis' Technologies Business centers on creating community-based synergies through healthcare collaborations and software solutions and the Innovation Business strives to create value from recovered resources, through advanced byproduct technologies and assets found in downstream production. The Technologies Division of the Company, sometimes referred to herein as "Attis Healthcare", includes our healthcare group. Our healthcare group focuses on improving patient care and providing cost-saving opportunities through innovative, compliant, and comprehensive diagnostic and therapeutic solutions for patients and healthcare providers. We offer a broad portfolio of what we believe to be best-in-class solutions, combined with insight and expertise, to give providers tools that lead to healthier patients and communities. Attis Healthcare offers products and services in a variety of areas, including hospital consulting services for both laboratory services and emergency department revenue enhancement, polymerase chain reaction ("PCR") molecular testing, pharmacogenetics ("PGx") testing, and medication therapy management. 

The Company's operations held for use operate under the following Limited Liability Companies:

(1) Mobile Science Technologies, Inc. (referred to herein as "Attis Healthcare"); and

(2) Attis Innovations, LLC

Basis of Presentation

The accompanying condensed consolidated financial statements of Attis Industries Inc. and its subsidiaries (collectively called the "Company") included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The unaudited condensed consolidated financial statements do not include all of the information and footnotes required by US Generally Accepted Accounting Principles ("GAAP") for complete financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2017 included in our Annual Report on Form 10-K for the Company as filed with the SEC. The consolidated balance sheet at December 31, 2017 contained herein was derived from audited financial statements but does not include all disclosures included in the Form 10-K for Attis Industries Inc., and applicable under accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America, but not required for interim reporting purposes, have been omitted or condensed.

In the opinion of management, all adjustments (consisting of normal recurring items) necessary for a fair presentation of the unaudited condensed financial statements as of March 31, 2018, and the results of operations and cash flows for the three months ended March 31, 2018 have been made. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for a full year.

As noted in NOTE 3, the Company entered into a share exchange agreement with Mobile Science Technologies, Inc., a Georgia corporation ("MSTI") which was deemed to be an entity under common control during the second quarter of 2017. Accordingly, the consolidated financial statements have been retrospectively adjusted to furnish comparative information for all periods presented in accordance with Accounting Standards Codification (ASC) 805. Specifically, the consolidated financial statements include the financial information of MSTI for all periods presented. 

Basis of Consolidation

The condensed consolidated financial statements for the three months ended March 31, 2018 include the operations of the Company and its wholly-owned subsidiaries and a Variable Interest Entity ("VIE") owned 20% by the Company (and included in discontinued operations) and a VIE owned approximately 70% by the Company (included in continuing operations).

All significant intercompany accounts and transactions have been eliminated in consolidation.

Going Concern, Liquidity and Management's Plan

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. We have experienced recurring operating losses in recent years. Because of these losses, the Company had negative working capital of approximately $25,000,000 at March 31, 2018, excluding current assets and current liabilities held for sale. The conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company believes that the working capital deficit can be satisfied with additional capital raises, cash on hand at March 31, 2018, the sale of the waste services division, and the growth of our innovations and technology division. There is no assurance the Company will be successful in implementing its strategy.

On February 20, 2018, Attis Industries Inc. signed an agreement with Warren Equity Partners ("WEP"), which closed on April 20, 2018, to sell the waste operations of the Company to WEP. As part of this sale the Company will be able to eliminate a majority of its debt, as well as the approximately $11,000,000 annual debt service payments. The Company received $3,000,000 in cash as part of the sale. We also have a revised credit agreement from our primary lender with more favorable terms this will help to execute our growth strategy without the encumbrances of the substantial debt and recurring losses of the waste operations.

Post-close the Company will focus on growing its Innovations and Technology divisions. In anticipation of the sale of the waste division the Company purchased Verifi Labs in November of 2017. Additionally, we are in the process of setting up a federal lab and also a commercial lab, both of which we expect to be operational in May of 2018.

As of March 31, 2018 the Company had approximately $1,000,000 in cash, in its continued operations, to cover its short term cash requirements. The Company is still evaluating raising additional capital through the public markets as well as looking for capital partners to assist with operating activities and growth strategies.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At March 31, 2018 and 2017 the Company had no cash equivalents.

In our Consolidated Statement of Cash Flows, cash and cash equivalents includes cash presented within assets held for sale within the Consolidated Balance Sheets. A reconciliation of cash and cash equivalents per the Consolidated Balance Sheets and per the Statements of Cash Flow are as follows:

	March 31, 2018		March 31, 2017
Cash and cash equivalents – balance sheet		1,013,180		141,679
Cash included in assets held for sale - balance sheet		544,177		1,136,683
Cash and cash equivalents – statements of cash flow		1,557,357		1,278,362

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, accounts receivable, account payable, accrued expenses, contingent consideration arrangement, shortfall provision payable and notes payable. The carrying amount of these financial instruments approximates fair value due to length of maturity of these instruments.

Derivative Instruments

The Company enters into financing arrangements that consist of freestanding derivative instruments or hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities ("ASC 815") as well as related interpretations of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering of the rights and obligations of each instrument.

The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. The Company uses a Monte Carlo simulation put option Black-Scholes Merton model. For less complex derivative instruments, such as freestanding warrants, the Company generally use the Black Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of this accounting standard, increases in the trading price of the Company's common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative loss. Conversely, decreases in the trading price of the Company's common stock and decreases in trading fair value during a given year result in the application of non-cash derivative gain.

See Notes 6, 7 and 8 for a description and valuation of the Company's derivative instruments.

Impairment of long-lived assets

The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. No impairments were noted during the three months ended March 31, 2018 and 2017.

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740, "Accounting for Income Taxes," which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company has deferred tax liabilities related to its intangible assets, which were approximately $14,000 as of March 31, 2018.

The Company follows the provisions of the ASC 740 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company analyzes its tax positions by utilizing ASC 740 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.

Use of Estimates

Management estimates and judgments are an integral part of consolidated financial statements prepared in accordance with GAAP. We believe that the critical accounting policies described in this section address the more significant estimates required of management when preparing our consolidated financial statements in accordance with GAAP.

We consider an accounting estimate critical if changes in the estimate may have a material impact on our financial condition or results of operations. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustment to these balances in future periods.

Accounts Receivable

Accounts receivable are recorded at management's estimate of net realizable value. At March 31, 2018, and December 31, 2017 the Company had approximately $1,400,000 and $860,000 of gross trade receivables, respectively.

Our reported balance of accounts receivable, net of the allowance for doubtful accounts, represents our estimate of the amount that ultimately will be realized in cash. We review the adequacy and adjust our allowance for doubtful accounts on an ongoing basis, using historical payment trends and the age of the receivables and knowledge of our individual customers. However, if the financial condition of our customers were to deteriorate, additional allowances may be required. At March 31, 2018 and December 31, 2017 the Company had approximately $700,000 and $0 recorded for the allowance for doubtful accounts, respectively.

Property and equipment

Property and equipment are recorded at its historical cost. The cost of property and equipment is depreciated over the estimated useful lives (ranging from 5 -39 years) of the related assets utilizing the straight-line method of depreciation. The cost of leasehold improvements is depreciated (amortized) over the lesser of the length of the related leases or the estimated useful lives of the assets. Ordinary repairs and maintenance are expensed when incurred and major repairs will be capitalized and expensed if it benefits future periods.

Intangible Assets

Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually. The Company has intangible assets subject to amortization related to its asset purchase of Advanced Lignin Biocomposite Patents and the acquisition of WelNess Benefits, LLC and Integrity Labs, LLC.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired. In accordance with Accounting Standards Codification (ASC) 350, "Goodwill and Other Intangible Assets", goodwill is not amortized, but rather is tested for impairment at least annually or more frequently if indicators of impairment are present. The Company performs its annual goodwill impairment analysis as of November 30, and, if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. The Company adopted ASU 2017-04, "Intangibles - Goodwill and Other: Topic 350: Simplifying the Test for Goodwill Impairment", which eliminated step two from the goodwill impairment test. In assessing impairment on goodwill, the Company first analyzes qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The qualitative factors the Company assesses include long-term prospects of its performance, share price trends and market capitalization and Company-specific events. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not need to perform the quantitative impairment test. If based on that assessment, the Company believes it is more likely than not that the fair value of the reporting unit is less than its carrying value or the Company decides to opt out of this step, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value. A goodwill impairment charge is recognized for the amount by which the reporting unit's fair value is less than its carrying value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. No impairment was recorded for the quarter ended March 31, 2018.

Revenue Recognition

The Company adopted Financial Accounting Standards Board ("FASB") ASC Topic 606 ("ASC 606"), Revenue from Contracts with Customers and its amendments with a date of the initial application of January 1, 2018. ASC Topic 606 sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity is required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods and services.

The Company applied the modified retrospective approach under ASC 606 which allows for the cumulative effect of adopting the new guidance on the date of initial application. Use of the modified retrospective approach means the Company's comparative periods prior to initial application are not restated. The initial application was applied to all contracts at the date of the initial application. The Company has determined that the adjustments using the modified retrospective approach did not have a material impact on the date of the initial application along with the disclosure of the effect on prior periods.

Revenue from continuing operations consisted of referral and management related lab testing fees of $758,000 and management fees related to the management of laboratory services of $30,000.

In relation to the lab testing fees, the Company receives revenues from the referral of blood and toxicology testing services. As compensation for the referral and management services rendered hereunder, the Company gets paid a percentage of the net collected revenue of the hospital outreach laboratory as it pertains to samples processed as part of its outpatient outreach program. The amount of revenue varies based off the sample type. Our earned fees are paid weekly based upon all the net collected revenue received by the hospital during the period following the previous payment date. The Company recognizes revenue when the testing has occurred as that completes our performance obligation. There are no variable consideration estimates, service type warranties or other significant management estimates related to our recognition of this revenue.

In relation to our management service agreement revenue, the Company manages a hospital's laboratory and serves as the sole and exclusive provider of non-patient lab administrative and management consulting services including the day-to-day management assistance, administrative and support services for, and on behalf of the laboratory related to the operation of its facility. In this arrangement, the management fee is a fixed monthly amount that does not vary with the number of procedures performed. This service is governed by a management service agreement and our performance obligation is the performance of the management services. There are no variable revenue components and revenue is recognized ratably over the month as the services are performed. The Company does not offer any service type warranties and there are no other significant management estimates related to our recognition of this revenue.

Revenue related to our discontinued operations consists of solid waste services performed including the collection, hauling, transfer, disposal of waste and landfill services. The Company primarily focused on residential and commercial waste disposal and hauling and has contracts with various cities and municipalities in Missouri and Virginia. Our performance obligations under these contracts tend to be singular in nature such as period pick-ups at specified times or the physical storing of waste. Our pricing is fixed and contractually stated with any variable revenue components such as discounts and rebates being immaterial to revenue as a whole. Revenue is recognized as the service is performed which for periodic pick up is ratably over the pick-up period and for transfer and disposal services it is when such transfer and disposal has taken place.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

At March 31, 2018 the Company had outstanding stock warrants and options for 2,333,939 and 1,434 common shares, respectively. Also, at March 31, 2018 the Company had outstanding Preferred Stock Series D, E and F convertible in to 133,688, 279,938 and 332,447 shares, respectively. These are not presented in the consolidated statements of operations as the effect of these shares is anti- dilutive.

At December 31, 2017 the Company had outstanding stock warrants and options for 1,644,359 and 1,434 common shares, respectively. Also, at December 31, 2017 the Company had outstanding Preferred Stock Series D and E convertible in to 176,250 and 375,000 shares, respectively. These are not presented in the consolidated statements of operations as the effect of these shares is anti- dilutive.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also require measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share based payments to consultants and other third-parties, compensation expense is determined at the "measurement date." The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

The Company recorded stock based compensation expense of approximately $180,000 and $27,000 during the three months ended March 31, 2018 and 2017, respectively, which is included in compensation and related expense on the statement of operations.

Recent Accounting Pronouncements

Derivatives and Hedging. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12), which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, including interim periods therein with early adoption permitted. The Company will adopt this guidance in the first quarter of 2019 and does not expect a significant impact on its consolidated financial statements.

Stock Compensation. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2017-09) to provide clarity and reduce both the (1) diversity in practice and (2) cost and complexity when changing the terms or conditions of share-based payment awards. Under ASU 2017-09, modification accounting is required to be applied unless all of the following are the same immediately before and after the change:

1. The award's fair value (or calculated value or intrinsic value, if those measurement methods are used);

2. The award's vesting conditions; and

3. The award's classification as an equity or liability instrument.

The Company adopted this guidance in the first quarter of 2018 and it did not have a significant impact an impact on the financial statements.

Statement of Cash Flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which is intended to reduce the existing diversity in practice in how certain cash receipts and cash payments are classified in the statement of cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash (Topic 230) (ASU 2016-18), which requires the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-15 and ASU 2016-18 are both effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, provided that all of the amendments are adopted in the same period. The amendments will be applied using a retrospective transition method to each period presented. The Company adopted these guidances in the first quarter of 2018 and it did not have a significant impact on its financial statements.

Financial Instruments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company will adopt this guidance in the first quarter of 2020 and is currently evaluating the impact of this new standard on its consolidated financial statements.

Leases. In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02), which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. Upon adoption, lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company will adopt this guidance in the first quarter of 2019 and is currently evaluating the impact of this new standard on its consolidated financial statements.

Financial Instruments. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The ASU also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. Entities will have to assess the realizability of such deferred tax assets in combination with the entities other deferred tax assets. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017 and for interim periods within that reporting period. In the first quarter of 2018, the Company will elect to adopt the measurement alternative, which will apply this ASU prospectively, for its equity investments that do not have readily determinable fair values. The Company adopted this guidance in the first quarter of 2018 and it did not have a significant impact on its consolidated financial statements. 

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Acquisitions

3 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

ACQUISITIONS

NOTE 3 – ACQUISITIONS

Wilson Waste Purchase and Closing of Credit Agreement Amendment

On January 5, 2018 (the "Closing Date"), Meridian Waste Missouri, LLC ("Buyer"), a wholly owned subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with an individual, as Trustee of a Living Trust (the "Seller"), pursuant to which Buyer acquired from Seller all of Sellers' right, title and interest in and to 100% of the membership interests (the "Membership Interests") of Wilson Waste Systems, LLC, a Missouri limited liability company, which is a residential, commercial roll-off, and front load solid waste collection, transportation and disposal business. As consideration for the Membership Interests, the Buyer paid $3,655,000 to the Seller.

The assets acquired are included in assets held for sale and their operations are part of discontinued operations.

The acquisition was accounted for by the Company using the acquisition method under business combination accounting. Under this method, the purchase price paid by the acquirer is allocated to the assets acquired and liabilities assumed as of the acquisition date based on the fair value. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions.

The calculation of purchase price, including measurement period adjustments, is as follows:

Cash paid	$	3,655,000
Total	$	3,655,000

The following table summarizes the estimated fair value of the Wilson Waste assets acquired at the date of acquisition:

Trucks	$	895,900
Containers		94,967
Machinery and equipment		9,000
Non-compete		100,000
Customer list		2,555,133
Total	$	3,655,000

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Property and Equipment

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

The following is a summary of property and equipment—at cost, less accumulated depreciation:

	March 31, 2018			December 31, 2017
Building & Leasehold improvements		1,719,945			49,603
Computer equipment		219,593			205,767
Machinery, & equipment		148,748			156,656
Total cost		2,088,286			412,026
Less accumulated depreciation		(148,023	)		(78,527	)
Net property and equipment	$	1,940,263		$	333,499

Depreciation expense for the three months ended March 31, 2018 and 2017 was approximately $45,000 and $20,000, respectively.

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Intangible Assets

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 5 – INTANGIBLE ASSETS

The following tables set forth the intangible assets, both acquired and developed, including accumulated amortization as of March 31, 2018:

	March 31, 2018
	Remaining			Accumulated		Net Carrying
	Useful Life	Cost		Amortization		Value
Customer lists	4.58 years	$	2,809,000	$	361,750	$	2,447,250
Patents	18.35 years		3,164,303		56,696		3,107,607
Capitalized software	2.33 years		135,021		37,505		97,516
Website	3.75 years		30,699		5,117		25,582
		$	6,139,023	$	461,068	$	5,677,955

Amortization expense, amounted to approximately $314,000 and $0 for the three months ended March 31, 2018 and 2017, respectively. 

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Notes Payable and Convertible Notes

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

NOTES PAYABLE AND CONVERTIBLE NOTES

NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES

The Company had the following long-term debt from continuing operations, excluding liabilities held for sale:

	December 31, 2017			March 31, 2018
Goldman Sachs - Tranche A Term Loan - LIBOR Interest on loan date plus 8%, 9.65% at March 31, 2018	$	7,083,257		$	7,815,668
Promissory note payable to a bank, unsecured, bearing interest at a variable rate, 4.75%, at March 31, 2018 with a floor of 4.75% due on demand		1,000,000			1,000,000
Promissory note payable to a bank, unsecured, bearing interest at 5.5%, due on demand		299,578			299,578
Promissory note payable to a bank, unsecured, bearing interest at a variable rate, 5%, at March 31, 2018 with a floor of 5.00% due in monthly installments of $12,300, maturing August 2022		622,259			604,768
Note payable, see description below		-			2,920,691
Less: deferred loan costs		-			(930,416	)
Notes payable to seller of Meridian, subordinated debt		1,475,000			1,475,000
Total debt		10,480,094			13,185,289
Less: current portion		(8,502,387	)		(4,820,629	)
Long term debt less current portion	$	1,977,707		$	8,364,660

Goldman Sachs Credit Agreement

On April 20, 2018, the Company closed a Second Amended and Restated Credit and Guaranty Agreement, see Note 16.

On February 15, 2017, the Company closed an Amended and Restated Credit and Guaranty Agreement (as amended by the First Amendment to Amended and Restated Credit and Guaranty Agreement dated April 28, 2017, the "Credit Agreement"). The Credit Agreement amended and restated the Credit and Guaranty Agreement entered into as of December 22, 2015 ("Prior Credit Agreement").

Pursuant to the Credit Agreement, certain credit facilities to the Companies, in an aggregate amount not to exceed $89,100,000, consisting of $65,500,000 aggregate principal amount of Tranche A Term Loans (the "Tranche A Term Loans"), $8,600,000 aggregate principal amount of Tranche B Term Loans (the "Tranche B Term Loans"), $10,000,000 aggregate principal amount of MDTL Term Loans (the "MDTL Term Loans"), and up to $5,000,000 aggregate principal amount of Revolving Commitments (the "Revolving Commitments"). In August of 2017 $6,000,000 was transferred from Tranche A to Tranche B. The proceeds of the Tranche A Term Loans made on the Closing Date were used to pay a portion of the purchase price for the acquisitions made in connection with the closing of the Prior Credit Agreement, to refinance existing indebtedness, to fund consolidated capital expenditures, and for other purposes permitted. The proceeds of the Tranche A Term Loans and Tranche B Term Loans made on the Restatement Date shall be applied by Companies to (i) partially fund the Restatement Date Acquisition, (ii) refinance existing indebtedness of the Companies, (iii) pay fees and expenses in connection with the transactions contemplated by the Credit Agreement, and (iv) for working capital and other general corporate purposes.

The proceeds of the Revolving Loans were used for working capital and general corporate purposes. The proceeds of the MDTL Term Loans may be used for Permitted Acquisitions (as defined in the Credit Agreement). The Loans are evidenced, respectively, by that certain Tranche A Term Loan Note, Tranche B Term Loan Note, MDTL Note and Revolving Loan Note, all issued on February 15, 2017 (collectively, the "Notes"). Payment obligations under the Loans are subject to certain prepayment premiums, in addition to acceleration upon the occurrence of events of default under the Credit Agreement.

At March 31, 2018, the Company had a total outstanding gross balance of approximately $83,866,000 consisting of the Tranche A Term Loan, Tranche B and draw of the Revolving Commitments, of which approximately $75.8 million is classified as liabilities held for sale as it relates to the discontinued operations (and subsequent to year end transferred with the sale of such operations) and approximately $8.1 million is classified as held for use. The loans are secured by liens on substantially all of the assets of the Company and its subsidiaries. Tranche A Term Loan, Tranche B and all revolving commitments have a maturity date of December 22, 2020 with interest paid monthly at an annual rate of approximately 9% (subject to variation base on changes in LIBOR or another underlying reference rate), on the Tranche A Term Loan and revolving commitments. Interest is accrued at an annual rate of 12.5% on the Tranche B loan. In addition, there is a commitment fee paid monthly on the Multi-Draw Term Loans and Revolving Commitments at an annual rate of 0.5%. The Company has adopted ASU 2015-03 and is showing loan fees net of long-term debt on the consolidated balance sheet.

The amounts borrowed pursuant to the Loans are secured by a first position security interest in substantially all of the Company's and subsidiaries assets.

In December of 2015 the Company incurred $1,446,515 of issuance cost related to obtaining the notes. In February 2017, the Company incurred an additional $1,057,950 of debt issuance costs related to the amendment and restatement of these notes. These costs are being amortized over the life of the notes using the effective interest rate method. At March 31, 2018 and December 31, 2017, the gross unamortized balance of the debt discount and issuance costs was $3,933,544 and $3,223,158 related to debt held for use), respectively.

As of March 31, 2018 and at certain times thereafter, the Company was in violation of covenants within its credit agreement with Goldman, Sachs & Co. Such covenant failures included, maintaining certain leverage and EBITDA ratios, exceeding maximum corporate overhead, exceeding maximum growth capital expenditures, and maintaining certain liquidity. As part of the agreement to sell the waste assets to Warren Equity Partners Fund II, $75.8 million of our indebtedness to Goldman Sachs & Co. will be satisfied with approximately $8.1 million remaining with the Company. Also, upon the closing of this agreement, the Company executed a new amended and restated credit agreement with Goldman Sachs & Co., which amended, restated and supersede all covenants in the prior agreement. See Note 15 - Subsequent Events for further discussion.

Subordinated debt

In connection with the acquisition with Meridian Waste Services, LLC on May 15, 2014, notes payable to the sellers of Meridian issued five-year term subordinated debt loans paying interest at 8%. At March 31, 2018 and December 31, 2017, the balance on these loans was $1,475,000 and $1,475,000, respectively. In 2015 the term of these notes were extended an additional 1 and 1/2 years.

Other debts

Note Payable

In February of 2018, the Company added a note payable, net of approximately $2,435,000, to be paid back in weekly installments of approximately $64,000 for 12 months starting from the funding date. The total amount to be paid back is $3,325,000. The Company has the option to prepay the note at certain times. If the Company chooses this option, it will reduce the amount of interest cost associated with this note. The Company recorded original issue discount ("OID") of approximately $890,000 and deferred loan costs of approximately $125,000. The balance of the OID and the deferred loan costs at March 31, 2018 was approximately $816,000 and $115,000, respectively. The note is guaranteed by an officer of the Company.

Total interest expense in continuing operations for the 3 months ended March 31, 2018 and 2017 was approximately $302,000 and $193,000, respectively.

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Shareholders' Equity

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

SHAREHOLDERS' EQUITY

NOTE 7 – SHAREHOLDERS' EQUITY

Common Stock

The Company has authorized 75,000,000 shares of $0.025 par value common stock.

Treasury Stock

During 2014, the Company's Board of Directors authorized a stock repurchase of 1,438 shares of its common stock for approximately $230,000 at an average price of $20.00 per share. At March 31, 2018 and December 31, 2017, the Company holds 1,438 shares of its common stock in its treasury.

Preferred Stock

The Company has authorized 5,000,000 shares of Preferred Stock, for which six classes have been designated to date. Series A has 51 and 51 shares issued and outstanding, Series B has 0 and 0 shares issued and outstanding, Series C has 0 and 0 shares issued and outstanding, Series D has 106,950 and 141,000 shares issued and outstanding, Series E has 223,950 and 300,000 shares issued and outstanding, and Series F has 2,500 and 0 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively.

Each share of Series A Preferred Stock has no conversion rights, is senior to any other class or series of capital stock of the Company and has special voting rights. Each one (1) share of Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the "Numerator"), divided by (y) 0.49, minus (z) the Numerator.

Private Placement of Series D Preferred Stock, Common Stock and Warrants

During the third quarter of 2017, the Company completed a private placement offering to accredited investors (the "Offering") of $1,410,000 of units (the "Units"), with each Unit comprised of (i) one (1) share of Series D Preferred Stock, par value $0.001 per share (the "Series D Preferred Stock"), (ii) fifteen (15) warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.025 per share ("Common Stock"), and (iii) three (3) shares of Common Stock, at a per unit purchase price of $10.00. In addition, shares of common stock were issued and identified in the agreement as the prepayment of the first year of dividends.

During the three months ended March 31, 2018, 34,050 shares of Series D Preferred stock was converted under its contractual terms into 42,563 shares of common stock. In accordance with ASC 470, the Company recognized a deemed dividend of approximately $212,000 upon conversion which represented the unamortized discount on these converted Series D Preferred Shares.

March Modification

On March 13, 2018, the Company made certain changes to the Series D Preferred Stock and Series D Warrants including amending the conversion price of the Series D Preferred Stock and the exercise price of the Series D Warrants to $0.94. In addition, a round down provision was added to both instruments that resets the conversion price and exercise price of these instruments if a future equity offering occurs at a lower exercise, conversion or sales price or if a current equity offering resets to a lower exercise, conversion or sales price.

In relation to the warrants, the Company determined the fair values of the unmodified warrants and modified warrants at the modification date and recognized the incremental increase in fair value as a deemed dividend of approximately $90,000. Further, given the warrants can reset based on something other than a future equity offering, such as a triggering event change to the Series F instruments, the Company cannot assert that the Series D Warrants are indexed to our own stock. Accordingly, the Series D Warrants are now classified as warrant liabilities and will be subsequently remeasured to fair value each reporting period with the change in fair value being recorded as unrealized gain or loss on derivatives. A rollforward of the Series D warrant liability balance is as follows:

March 13, 2018 Pre Modification - Equity	1,096,758
Change in Fair Value due to modification	89,827
March 13, 2018 Reclass Liability	1,186,585
Change in Fair Value	(138,207	)
March 31, 2018 Fair Value	1,048,378

The Company used a black scholes merton model to value the Series D warrants (pre-modification) at March 13, 2018 with the following key assumptions: (1) Stock price - $0.64; (2) Exercise price - $1.44; (3) Term – 4.5 years; (4) Risk free rate of return – 2.62%; and (5) Volatility – 140%. The Company used a modified binomial lattice model to value the Series D warrants (post modification) at March 13, 2018 and March 31, 2018 with the following key assumptions:

	March 13, 2018			March 31, 2018
Stock Price	$	0.64		$	0.57
Exercise Price	$	0.94		$	0.94
Term (years)		4.50			4.45
Risk Free Rate		2.62	%		2.57	%
Volatility		140.4	%		140.4	%

In relation to the Series D Preferred Stock, the Company determined the modification changed the fair value of the embedded conversion option and instrument as a whole by more than 10% of carrying value and thus extinguishment accounting was appropriate. In accordance with ASC 260-10-S99-2, the Company remeasured the Series D Preferred Stock to its post modification fair value of $1,269,000 with the excess value over the prior carrying balance of $403,000 being recognized as a deemed dividend of $866,000.

The Company used a modified binomial lattice model to value the Series D Preferred Stock at March 13, 2018 with the following key assumptions: (1) Stock price - $0.64; (2) Initial Exercise price - $0.94; (3) Term until reset– 0.5 years; (4) Volatility – 140.4%.

Private Placement of Series E Preferred Stock, Common Stock and Warrants

During the fourth quarter of 2017, the Company completed a private placement offering to accredited investors (the "Offering") of $3,000,000 of units (the "Units"), with each Unit comprised of (i) one (1) share of Series E Preferred Stock, par value $0.001 per share (the "Series E Preferred Stock"), (ii) fifteen (15) warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.025 per share ("Common Stock"), at a per unit purchase price of $10.00. In addition, shares of common stock were issued and identified in the agreement as the prepayment of the first year of dividends.

The holders of shares of the Series E Preferred shall be entitled to receive quarterly dividends out of any assets legally available, to the extent permitted by New York law, at an annual rate equal to 20% of the stated value of the shares of Series E Preferred. Dividends for the first year will be payable in advance.

In total the Company issued an aggregate of 300,000 shares of Series E Preferred Stock, 562,500 Warrants and with an aggregate of 75,000 shares of Common Stock issued to investors in the Offering as dividends for Series E Preferred Stock. During the three months ended March 31, 2018 76,050 shares were converted in to 95,063 shares of common stock. At March 31, 2018 there are 223,950 shares of Series E Preferred Stock outstanding, convertible in to 277,994 shares of common stock.

During the three months ended March 31, 2018, 76,050 shares of Series E Preferred stock was converted under its contractual terms into 95,063 shares of common stock. In accordance with ASC 470, the Company recognized a deemed dividend of approximately $387,000 upon conversion which represented the unamortized discount on these converted Series E Preferred Shares.

March Modification

On March 13, 2018, the Company made certain changes to the Series E Preferred Stock and Series E Warrants including amending the conversion price of the Series E Preferred Stock and the exercise price of the Series E Warrants to $0.94. In addition, a round down provision was added to both instruments that resets the conversion price and exercise price of these instruments if a future equity offering occurs at a lower exercise, conversion or sales price or if a current equity offering resets to a lower exercise, conversion or sales price.

In relation to the warrants, the Company determined the fair values of the unmodified warrants and modified warrants at the modification date and recognized the incremental increase in fair value as a deemed dividend of approximately $145,000. Further, given the warrants can reset based on something other than a future equity offering, such as a triggering event change to the Series F instruments, the Company cannot assert that the Series E Warrants are indexed to our own stock. Accordingly, the Series E Warrants are now classified as warrant liabilities and will be subsequently remeasured to fair value each reporting period with the change in fair value being recorded as unrealized gain or loss on derivatives. A rollforward of the Series E warrant liability balance is as follows:

March 13, 2018 Pre Modification - Equity	2,390,687
Change in Fair Value due to modification	145,085
March 13, 2018 Reclass Liability	2,535,772
Change in Fair Value	(295,226	)
March 31, 2018 Fair Value	2,240,546

The Company used a black scholes merton model to value the Series E warrants (pre-modification) at March 13, 2018 with the following key assumptions: (1) Stock price - $0.64; (2) Exercise price - $1.20; (3) Term – 4.58 years; (4) Risk free rate of return – 2.62%; and (5) Volatility – 140%. The Company used a modified binomial lattice model to value the Series E warrants (post modification) at March 13, 2018 and March 31, 2018 with the following key assumptions:

	March 13, 2018			March 31, 2018
Stock Price	$	0.64		$	0.57
Exercise Price	$	0.94		$	0.94
Term (years)		4.58			4.53
Risk Free Rate		2.62	%		2.57	%
Volatility		140.4	%		140.4	%

In relation to the Series E Preferred Stock, the Company determined the modification changed the fair value of the embedded conversion option and instrument as a whole by more than 10% of carrying value and thus extinguishment accounting was appropriate. In accordance with ASC 260-10-S99-2, the Company remeasured the Series E Preferred Stock to its post modification fair value of $2,717,000 with the excess value over the prior carrying balance of $957,000 being recognized as a deemed dividend of $1,760,783.

The Company used a modified binomial lattice model to value the Series D Preferred Stock at March 13, 2018 with the following key assumptions: (1) Stock price - $0.64; (2) Initial Exercise price - $0.94; (3) Term until reset– 0.5 years; (4) Volatility – 140.4%.

Private Placement of Series F Preferred Stock, Common Stock and Warrants

During the first quarter of 2018, the Company completed a private placement offering to accredited investors of 2,500 units for $2,250,000, with each unit consisting of (i) 2,500 shares of Series F Preferred Stock, par value $0.001 per share, with a stated value of $1,000 per share (the "Series F Preferred Stock"); and (ii) 5,319,141 Series A warrants (the "Warrants") to purchase shares of the Company's common stock.

In relation to this offering, the Company paid a placement agent an aggregate cash fee of $180,000, reimbursed $40,000 of the placement agent's expenses, and issued the placement agent 200,000 warrants, in substantially the same form as the warrants issued in the investment unit.

The net proceeds to the Company from the Closing, after deducting the foregoing fees and other Offering expenses, was approximately $2,002,000. 

The holders of shares of the Series F Preferred Stock shall be entitled to receive quarterly dividends out of any assets legally available, to the extent permitted by New York law, at an annual rate equal to 8% of the stated value of the shares of Series F Preferred Stock. Dividends for the first year will be payable in advance.

The Warrants are five-year warrants to purchase shares of Common Stock at an exercise price of $0.95 per share, exercisable beginning six months after the date of issuance thereof. The Warrants provide for cashless exercise to the extent that there is no registration statement available for the underlying shares of Common Stock.

Both the Series F Preferred Stock and the Series A warrants contain a down round provision that resets the conversion price and exercise price of these instruments if a future equity offering occurs at a lower exercise, conversion or sales price or if a current equity offering resets to a lower exercise, conversion or sales price. In addition, the Series F Preferred Stock can reset based upon a lower stock price on certain trigger dates such as: (1) 30 days after the effective date of any registration statement related to this offering; (2) 30 days after shareholder approval of the transaction; (3) 30 days after the six month anniversary of the transaction; (4) the tenth day following the announcement of an asset sale; and (5) potentially 30 days after the one year anniversary if certain public information requirements under Rule 144c are not complied with and there is no effective registration statement.

As a result of the triggering event clause in the Series F Preferred Stock, the Series A, Series B, Class D, and Class E warrants can reset based on something other than a future equity offering, and as such the Company cannot assert that these warrants are indexed to our own stock. Accordingly, these warrants require classification as warrant liabilities and will be subsequently remeasured to fair value each reporting period with the change in fair value being recorded as unrealized gain or loss on derivatives. The Company reviewed the impact of this clause on the conversion feature of the Series F Preferred Stock itself and determined that the embedded conversion option is clearly and closely related to the host instrument and thus no bifurcation is required.

As the Series A warrants issued within this investment unit are deemed to be warrant liabilities, they must be presented at fair value. Thus, in terms of allocating the proceeds of this offering, the proceeds are first allocated to the instrument initially and subsequently measured at fair value (warrants) and the remaining proceeds, if any, are allocated to the Series F Preferred Stock. The Company calculated the warrant's fair value at issuance as $6,216,000. Such amount exceeded net proceeds by $4,214,000 which was expensed during the period. In addition, the warrant liability was remarked to fair value at March 31, 2018 which was determined to be $4,499,000 which resulted in an unrealized gain on derivatives of $1,700,000.

A rollforward of the Series A warrant liability balance is as follows:

February 21, 2018	$	6,216,073
Change in Fair Value		(1,716,830	)
March 31, 2018	$	4,499,243

The Company used a modified binomial lattice model to value the Series A warrants (post modification) at March 13, 2018 and March 31, 2018 with the following key assumptions:

	February 21, 2018			March 31, 2018
Stock Price	$	0.9600		$	0.57
Exercise Price	$	0.95		$	0.95
Term (years)		5.00			4.90
Risk Free Rate		2.69	%		2.56	%
Volatility		152.9	%		140.4	%

Common Stock Transactions

During the three months ended March 31, 2018, the Company issued 315,708 shares of common stock. The fair values of the shares of common stock were based on the quoted trading price on the date of issuance. Of the 315,708 shares issued during the three months ended March 31, 2018, the Company:

1. Issued 75,000 of these shares previously accrued in 2017 as dividends to the Series E Preferred Stock holders,

2. Issued 95,063 of these shares due to the conversion of Series E Preferred Stock to common shares,

3. Issued 42,563 of these shares due to the conversion of Series D Preferred Stock to common shares,

4 Issued 62,500 of these shares as a result of the American Science and Technology Corporation License Agreement and Lease,

5. Issued 313 of these shares due to the exercise of warrants,

6. Issued 7,770 of these shares to an employee as compensation,

7. Issued 1,250 of these shares to Environmental Trash Company in connection with the acquisition agreement,

8. Issued 31,250 of these shares to Garden State Securities in connection with a consulting agreement.

Warrants

The 5,319,143 warrants issued in the first quarter of 2018, as part of the Series F Preferred Stock offering are exercisable for 5 years and have an exercise price equal to $0.95 on a pre-split basis. The Company also issued the placement agent 200,000 warrants with the same terms.

On November 29, 2017, the Company, entered into a Securities Purchase Agreement with five (5) accredited investors (the "Purchasers"). Pursuant to the Securities Purchase Agreement, the Purchasers purchased 1,868,933 shares of the Company's common stock, par value $0.025 per share at a price of $1.03 per share of Common Stock on a pre-split basis, 736,948 Series A Common Stock Purchase Warrants (the "Series A Warrants"), and 664,753 Series B Common Stock Purchase Warrants for an aggregate of $1,925,000. The Series A Warrants are exercisable immediately, at the price of $1.31 per share, and expire five years from the date of issuance. The Series B Warrants are exercisable on the date six months from the date of issuance, at the price of $1.31 per share, expiring five years from the initial exercise date. Now, both the Series A and Series B warrants include a down round provision that resets the conversion price and exercise price of these instruments if a future equity offering occurs at a lower exercise, conversion or sales price.

Upon the issuance of Series F Preferred Stock, a down round of the exercise price was triggered for the Series A and Series B Warrants as the exercise price reset to $0.94. In accordance with ASC 260-10-35-1 and 30-1, the Company measured the effect of the round down as the difference between the fair value of the warrant immediately before the round down and then after and recorded such difference, $10,000 as a deemed dividend.

In addition, as a result of the Series F Preferred Stock issuance, the down round provision was expanded to include the reset of any existing instrument, including if the reset is triggered as a result of something other than a future equity offering such as remeasurement on certain triggering event days which would reset Series F Preferred Stock and thereby trigger the round down provision of the Series A and B warrants. Accordingly, effective with the issuance of the Series F Preferred Stock on February 21, 2018, the Company cannot assert that the Series A and B Warrants are indexed to our own stock. Accordingly, the Series A and B Warrants are now classified as warrant liabilities and will be subsequently remeasured to fair value each reporting period with the change in fair value being recorded as unrealized gain or loss on derivatives. A rollforward of the Series A and B warrant liability balance is as follows:

February 21, 2018 Pre Down Round (Equity)	1,233,086
Change in Fair Value (deemed dividend)	9,649
February 21, 2018 Post Down Round (Liability)	1,242,735
Change in Fair Value	(541,145	)
March 31, 2018, ending balance	701,590

The Company used a modified binomial lattice model to value the Series A and B warrants (post modification) at March 13, 2018 and March 31, 2018 with the following key assumptions:

	February 21, 2018 Pre Round Down			February 21, 2018 Post Down Round			March 31, 2018
Stock Price	$	0.96		$	0.96		$	0.57
Exercise Price	$	1.31		$	0.94		$	0.94
Term (years)		4.75			4.75			4.65
Risk Free Rate		2.69	%		2.69	%		2.57	%
Volatility		152.9	%		152.9	%		140.4	%

A summary of the status of the Company's outstanding stock warrants for the period ended March 31, 2018 is as follows:

	Number of Shares			Average Exercise Price		Expiration Date
Outstanding - December 31, 2017		1,644,359		$	.78
Granted		689,893			2.82	February, 2023
Exercised		(313	)		15.20
Outstanding, March 31, 2018		2,333,939		$	10.84
Warrants exercisable at March 31, 2018		2,333,939

Stock Options

A summary of the Company's stock options as of and for the three months ended March 31, 2018 are as follows:

	Number of Shares Underlying Options		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value (1)
Outstanding at December 31, 2017		1,434	$	154.78	$	4.78		3.61		-
For the three months ended March 31, 2018
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding at March 31, 2018		1,434	$	154.78	$	4.78		3.61		-
Outstanding and Exercisable at March 31, 2018		213	$	154.78	$	4.78		3.61		-

(1) The aggregate intrinsic value is based on the $0.57 closing price as of March 29, 2018 for the Company's Common Stock.

The following information applies to options outstanding at March 31, 2018:

Options Outstanding						Options Exercisable
Exercise Price		Number of Shares Underlying Options		Weighted Average Remaining Contractual Life		Number Exercisable		Exercise Price
$	96.00		28		3.38		28	$	96.00
$	160.00		1,406		3.38		663	$	160.00
			1,434		3.38		691

At March 31, 2018 there was approximately $32,000 of unrecognized compensation cost related to stock options, with expense expected to be recognized ratably over the next 3 years.

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Fair Value Measurement

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

NOTE 8 – FAIR VALUE MEASUREMENT

ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. Also, ASC Topic 820 provides clarification that in circumstances, in which a quoted price in an active market for the identical liabilities is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update.

The standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

Level 1 - Quoted prices in active markets for identical assets and liabilities.

Level 2 - Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The following table sets forth the liabilities at March 31, 2018 which were recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement:

			Fair Value Measurements at Reporting Date Using
	March 31, 2018		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
			(Level 1)		(Level 2)		(Level 3)
Contingent liability – Verifi Acquisition	$	1,929,936		-		-	$	1,929,934
Derivative liability – ALB shortfall provision		2,690,589						2,690,589
Derivative liability – stock warrants		8,778,582		-		-		8,778,582
	$	13,399,107		-		-	$	13,399,107

			Fair Value Measurements at Reporting Date Using
	December 31, 2017		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
			(Level 1)		(Level 2)		(Level 3)
Contingent Liability – Verifi Acquisition		1,957,225						1,957,225
Derivative liability – ALB shortfall provision		2,307,363						2,307,363
	$	4,264,588		-		-	$	4,264,588

The roll forward of the Contingent liability – Verifi acquisition is as follows:

Balance December 31, 2017	$	1,957,224
Fair value adjustment		(27,290	)
Balance March 31, 2018		1,929,934

The roll forward of the derivative liability – ALB shortfall provision is as follows:

Balance December 31, 2017	$	2,307,363
Fair value adjustment		383,226
Balance March 31, 2018		2,690,589

The roll forward of the derivative liability – stock warrants is as follows:

Balance December 31, 2017	$	2,307,363
Fair value adjustment		6,471,219
Balance March 31, 2018		8,778,582

From time to time, certain assets may be recorded at fair value on a non-recurring basis. These non-recurring fair value adjustments typically are the result of impairment determinations or the initial determination of fair value of assets received and liabilities assumed upon the consummation of a business combination (see note 3 and 14). Outside of such business combination assets and liabilities, there were no assets or liabilities held for use where the carrying value of such assets or liabilities were measured at fair value on a non-recurring basis.

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Discontinued Operations

3 Months Ended

Mar. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

NOTE 11 – DISCONTINUED OPERATIONS

In order to increase access to cost-effective growth capital to help create shareholder value in our biomass innovation and healthcare businesses, in the fourth quarter of 2017, the Company committed to a plan to make available for immediate sale the waste management business. Management engaged in an active program to market the business which culminated with the reaching of a binding sales agreement in February 2018. Pursuant to the purchase Agreement, upon the closing of the Transaction, Buyer will pay Seller Parties $3.0 million in cash; satisfy $75.8 million of outstanding indebtedness under the Credit Agreement; and assume the Acquired Entities' obligations under certain equipment leases and other operating indebtedness. At the Closing, Attis will issue to Buyer a warrant to purchase shares of common stock, par value $0.025, of Attis, equal to two percent of the issued and outstanding shares of capital stock of Attis on a fully-diluted basis as of Closing (subject to adjustment as set forth in the Purchase Agreement) on such terms to be determined by Attis and Buyer.

As all the required criteria for held for sale classification was met at December 31, 2017, the waste management business is classified as held for sale in the Consolidated Balance Sheets and reflected as discontinued operations in the Consolidated Statements of Operations for all periods presented. Included in these results are the operations of a consolidated variable interest entity. See note 15.

The assets held for sale represent that entirety of the Mid-Atlantic and Midwest waste management segments historically disclosed by the Company. The Company will have no continuing involvement with the discontinued operations after the disposal date.

The following table contains select amounts reported in our Consolidated Statements of Operations as discontinued operations:

Major Class of line items constituting pretax (loss) of discontinued operations:

	Three months ended March 31,
	2018			2017
Total revenues		14,401,325			10,905,067
Total costs and expenses
Operating		10,140,299			6,987,386
Depreciation, depletion and amortization		-			3,035,424
Bad debt expense		40,089			178,488
Selling, general and administrative		2,159,280			2,125,843
Interest Expense		2,597,615			1,502,965
Other		8,187			(56,158	)
Total costs and expenses		14,945,470			13,773,948
Pretax Loss from discontinued operations		(544,145	)		(2,868,881	)
(Provision) benefit for income taxes		-			(101,613	)
Loss from discontinued operations		(544,145	)		(2,970,494	)

The following table presents the carrying value of the major categories of assets and liabilities of our waste business that are reflected as held for sale on our consolidated balance sheets at March 31, 2018 and December 31, 2017, respectively.

	March 31,		December 31,
	2018		2017
Carrying amounts of the major classes of assets included in discontinued operations:
Current assets:
Cash		544,177		596,993
Short Term Investments - Restricted		-		-
Accounts Receivable		7,323,470		6,748,980
Other current assets		1,645,954		1,368,524
Total current assets held for sale		9,513,601		8,714,497
Noncurrent assets:
Property, plant and equipment		41,698,725		38,513,198
Landfill assets		21,611,134		19,781,123
Intangible assets		16,307,229		15,212,904
Goodwill		7,234,420		7,234,420
Other assets		190,741		190,741
Total noncurrent assets:		87,042,249		80,932,386
Carrying amounts of the major classes of liabilities included in discontinued operations:
Current liabilities:
Accounts payable and accrued expenses		8,953,260		6,950,590
Deferred revenue		5,887,384		5,501,273
Derivative Liability		-		-
Current portion of capital leases		948,925		1,490,431
Current portion of long term debt		1,634,009		83,725,677
Total current liabilities		17,423,578		97,667,971
Noncurrent liabilities:
Asset retirement obligation		2,616,223		2,623,899
Deferred tax liability		218,297		218,297
Capital leases payable, net of current		7,782,931		7,531,538
Long term debt, net of current		80,086,943		6,934,264
Total noncurrent liabilities		90,704,394		17,307,998

The following table presents the depreciation, amortization, accretion, and capital expenditures for the discontinued operations for the three months ended March 31, 2018 and 2017, respectively and also any significant operating or investing non-cash items for the three months ended March 31, 2018 and 2017, respectively.

	March 31,
	2018		2017
Depreciation and amortization		-		3,000,000
Accretion expense		-		56,000
Capital expenditures		2,557,000		1,400,000

Significant Noncash Operating and Investing Activities Related to Discontinued Operations

	March 31,
	2018		2017
Note payable incurred for acquisition		3,692,000		34,100,000
Common stock issued for acquisition		-		1,251,000
Property, plant and equipment additions financed by notes payable and capital leases		577,194		195,646

Tri-City Recycling Center

Included within the operations from discontinued operations is a consolidated variable interest entity. The CFS Group owns 20% of the Tri-City Recycling Center, ("TCR"), which has been treated as a variable interest entity in these condensed consolidated financial statements. TCR leases a facility to the Company used in the operation of the Tri-City Regional Landfill in Petersburg. The sole source of TCR's revenues is lease payments from the Company. While the creditors of TCR do not have general recourse to the assets of the Company, there is an obligation to perform by the Company under the leases which collateralize mortgage obligations. The terms of the lease are for a period of 20 years with a 10 year renewal option. The lease includes an annual escalation in rent payments of 1.5%. The equity, income and any contributions or distributions of equity are reported under non-controlling interest in the condensed consolidated financial statements of the Company. Total assets held for sale, liabilities held for sale, and gain or loss from discontinued operations of TCR in the consolidated financial statements at December 31, 2017 are approximately $400,000, $1,240,000, and $40,000, respectively. 

See below for a roll-forward of the Company's Non-controlling Interests:

Balance, December 31, 2017	$	1,459,407
Tri-City Recycling Center - net income		42,704
Tri-City dividend distribution		(36,928	)
LGMG, LLC - net loss		(113,768	)
Balance, March 31, 2018	$	1,351,415

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Litigation

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

LITIGATION

NOTE 12 – LITIGATION

The Company is involved in various lawsuits related to the operations of its subsidiaries which arise in the normal course of business. Management believes that it has adequate insurance coverage and/or has appropriately accrued for the settlement of these claims. If applicable, claims that exceed amounts accrued and/or that are covered by insurance, management believes they are without merit and intends to vigorously defend and resolve with no material impact on financial condition.

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Lease Accounting

3 Months Ended

Mar. 31, 2018

Variable Interest Entity [Abstract]

LEASE ACCOUNTING

NOTE 13 – LEASE ACCOUNTING

American Science and Technology Corporation

On November 9, 2017, the Company entered into a Patent License Agreement with American Science and Technology Corporation ("AST"). Effective January 1, 2018, the Company will have exclusive commercial license to the licensed patents for a term of 24 months, unless terminated earlier. In addition, the Company entered into a commercial lease with AST for certain property and equipment.

Pursuant to the Patent License Agreement, on January 1, 2018, the Company paid to AST $200,000 and the Company issued to AST 25,000 shares of the Company's common stock, and, beginning effective January 1, 2019, the Company will pay to AST a monthly license fee of $50,000. Pursuant to the commercial lease, on January 1, 2018, the Company paid to AST $300,000 and the Company issued to AST 37,500 shares of the Company's restricted common stock, and, beginning effective January 1, 2019, the Company will pay to AST a monthly rent of $75,000.

Pursuant to these agreements, the Company and AST also entered into an Option Agreement (the "Option"), granting the Company the option to purchase the assets of AST for $2,500,000, in addition to certain royalty and other future payments (consisting of two tenths of a percent (0.2%) of all Buyer's Biomass Feedstock Costs incurred in operating the Property as a biorefinery which has incorporated the technology contained in the Biorefinery Patents in its design, construction or operations. This royalty shall be paid annually no later than sixty (60) days after the close of Buyer's fiscal year in which such Biomass Feedstock Costs were incurred by Buyer; and, (ii) Two Hundred Fifty Thousand and no/100ths Dollars ($250,000.00) for any third party owned biorefinery constructed, with Buyer's written consent, employing the technology contained in the Biorefinery Patents. This royalty shall be paid within sixty (60) days after Buyer has received the full consideration due Buyer pursuant to the terms and conditions contained in such written consent.). The option is exercisable from date of execution through December 31, 2019.

As the Company has concluded that at least one of the capital lease criteria are met, the Company will record a capital lease asset and liability at the inception of the lease at an amount equal to the present value at the beginning of the lease term of minimum lease payments in accordance with ASC 840-30-30-1. The minimum lease payments will include the allocation of the option payment as noted above. The liability will be amortized using the effective interest method in accordance with ASC 840-30-35-6, and the asset will be depreciated over the life of the building/equipment in accordance with ASC 840-30-35-1.

As intangible assets such as patents are exempted from ASC 840, the evaluation of accounting for the patents is to determine to be a license for the period of use. The initial payment of cash and stock will be capitalized as a prepaid asset and amortized and amortized on a straight-line basis over the initial term of the license agreement. The remaining license payments during year two will also be expensed on a straight-line basis over the initial term of the license agreement. The straight-line amortization method is based upon the Company's assessment that production from the patent is deemed to be relatively flat over the two-year agreement and therefore straight line most accurately reflects the expected usage/utilization. The option payment will be capitalized as an intangible asset upon exercise and amortized over its estimated useful life. Any contingent consideration related to the patent (i.e., future royalties) will be recorded when probable and reasonably estimable.

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Segment and Related Information

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

SEGMENT AND RELATED INFORMATION

NOTE 14 – SEGMENT AND RELATED INFORMATION

Historically, the Company had one operating segment. However, with the acquisition of The Mid-Atlantic segment in the first quarter of 2017, the Company's operations were managed through two operating segments: Mid-Atlantic and Midwest regions. Both these segments are now included in discontinued operations. The Company has shifted its focus and now operates 2 new lines of business currently: technologies (the "Technologies Business") through its wholly-owned subsidiary, Mobile Science Technologies, Inc.; and innovations (the "Innovations Business") through its wholly-owned subsidiary, Attis Innovations, LLC. The Company's Technologies Business centers on creating community-based synergies through healthcare collaborations and software solutions and the Innovation Business strives to create value from recovered resources, through advanced byproduct technologies and assets found in downstream production. These two operating segments and corporate are presented below as its reportable segments.

Summarized financial information concerning our reportable segments for the three months ended March 31, 2018 is shown in the following table:

	Service Revenues		Net Income (loss)			Depreciation and Amortization		Capital Expenditures		Goodwill		Total Assets
Technologies	$	788,000	$	(2,172,000	)	$	306,000	$	2,000	$	5,300,000	$	8,670,000
Innovations		-		(1,029,000	)		105,000		2,700,000		-		5,219,000
Corporate		-		(4,537,000	)		21,000		15,000		-		1,900,000
Total	$	788,000	$	(7,738,000	)	$	432,000	$	2,717,000	$	5,300,000	$	15,789,000

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Subsequent Events

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 15 – SUBSEQUENT EVENTS

Sale of Waste Assets

Amendment No. 1 and Amendment No. 2 to Equity Securities Purchase Agreement

As previously disclosed, on February 20, 2018, Meridian Waste Solutions, Inc. ("Meridian" or the "Company"), Meridian Waste Operations, Inc. ("Seller" or "Operations" and together with Meridian, the "Seller Parties"), Meridian Waste Acquisitions, LLC ("Buyer"), a Delaware limited liability company formed by Warren Equity Partners Fund II, and Jeffrey S. Cosman, an officer, director and majority shareholder of Meridian ("Cosman"), entered into an Equity Securities Purchase Agreement (as amended, the "Purchase Agreement"). 

Upon the terms and subject to the conditions set forth in the Purchase Agreement, on April 20, 2018 Buyer purchased from Seller all of the membership interests in each of the direct wholly-owned subsidiaries of Seller (the "Acquired Parent Entities" and together with each direct and indirect subsidiary of the Acquired Parent Entities, the "Acquired Entities"), which constitute the Solid Waste Business (as defined below), and each such Acquired Parent Entity continues as a wholly-owned subsidiary of Buyer (the "Transaction"). Pursuant to the Purchase Agreement, upon the consummation of the Transaction (the "Closing"), Buyer paid Seller Parties $3.0 million in cash; satisfied $75.8 million of outstanding indebtedness under the Prior Credit Agreement (as defined below); and assumed the Acquired Entities' obligations under certain equipment leases and other operating indebtedness and obligations. At the Closing, the Seller Parties retained approximately $8.2 million of outstanding indebtedness under the New Credit Agreement (as defined below), including accrued interest in an aggregate amount approximately equal to $1.0 million, and all other assets and obligations of Meridian, the Technologies Business and the Innovations Business (each as defined below). Pursuant to the terms of the Purchase Agreement, at the Closing, Meridian issued to Buyer a warrant (the "Company Warrant") to purchase shares of Meridian's common stock, par value $0.025 equal to two percent of the issued and outstanding shares of capital stock of Meridian on a fully-diluted basis as of Closing (subject to adjustment as set forth therein and as more fully described in the Purchase Agreement and the Company Warrant) at a per share purchase price equal to $1.00 (the "Company Warrant Exercise Price"). The Company Warrant Exercise Price is subject to adjustment as more fully set forth in the Company Warrant.

On March 30, 2018, Seller Parties and Buyer entered into Amendment #1 to the Purchase Agreement ("Amendment No. 1") to (i) provide an exception to the indemnification obligations of Seller Parties with respect to Losses (as defined in the Purchase Agreement) arising out of or relating to an acquisition of certain solid waste assets by an Acquired Entity following the execution date of the Purchase Agreement and the assets and liabilities assumed by such Acquired Entity in connection with the acquisition and (ii) to amend the description of the Company Warrant to provide that the Company Warrant Exercise Price shall be equal to the lower of (a) $1.25 or (b) the average of the daily high and low sale prices per share over the 30 days ending one day prior to the Closing, provided that such price shall not be less than $1.00 per share of Common Stock.

In addition, on April 20, 2018, prior to the Closing, Parties and Buyer entered into Amendment #2 to the Purchase Agreement ("Amendment No. 2") to, among other things, (i) require the Seller Parties to take certain actions related to the Company's 401(k) plans and (ii) require the Company to maintain the employment agreement of a specific employee and indemnify Buyer for certain breaches of such employee's employment agreement.

On April 20, 2018, in connection with the Closing of the Transaction, the Company issued the Company Warrant to Buyer to purchase 106,605 shares of the Company's Common Stock in consideration of $100,000. The Company Warrant is exercisable for a per share exercise price per share of $1.00.

Second Amended and Restated Credit Facility

On April 20, 2018 (the "Restatement Date"), Meridian closed a Second Amended and Restated Credit and Guaranty Agreement (the "New Credit Agreement") by and among Operations, Mobile Science Technologies, Inc. ("Mobile"), Attis Healthcare, LLC ("Healthcare"), Integrity Lab Solutions, LLC, ("Integrity"), Red X Medical LLC ("Red X"), Welness Benefits, LLC ("Welness"), LGMG, LLC ("LGMG"), Attis Innovations, LLC ("Attis Innovations"), Advanced Lignin Biocomposites LLC ("Advanced Lignin"), Attis Envicare Medical Waste, LLC ("Envicare"), Attis Genetics, LLC ("Genetics"), Attis Federal Labs, LLC ("Federal Labs") and Attis Commercial Labs, LLC ("Commercial Labs" and together with Mobile, Healthcare, Integrity, Red X, Welness, LGMG, Attis Innovations, and Advanced Lignin, Envicare, Genetics and Federal Labs, the "New Credit Companies"), the Company and certain subsidiaries of the Company, as guarantors, the lenders party thereto from time to time and Goldman Sachs Specialty Lending Group, L.P., as Administrative Agent, Collateral Agent, and Lead Arranger. The Credit Agreement amended and restated the Amended and Restated Credit and Guaranty Agreement entered into as of February 15, 2017 by and among Meridian, certain of the Acquired Entities, and certain current or former subsidiaries of the Company, as Guarantors and co-borrowers, the Lenders party thereto from time to time and Goldman Sachs Specialty Lending Group, L.P., as Administrative Agent, Collateral Agent, and Lead Arranger (as amended prior to the Restatement Date, the "Prior Credit Agreement").

Pursuant to the New Credit Agreement, the Lenders thereunder have agreed to waive any mandatory prepayments under the Prior Credit Agreement in connection to the Transaction and restructure the remaining indebtedness and accrued interest under the Prior Credit Agreement as a term loan payable by the New Credit Companies, in an aggregate amount of approximately $8.2 million (the "Loan"), including interest accrued but unpaid for the interest periods ending on February 28, 2018 and March 31, 2018 in an aggregate amount of approximately $1.0 million. As disclosed above, approximately $75.8 million of outstanding indebtedness under the Prior Credit Agreement was paid at the Closing of the Transaction. 

The Loan matures on December 22, 2020, principal amounts of the Term Loans shall be repaid in consecutive quarterly installments of $350,000 on the last day of each fiscal quarter commencing on June 30, 2018, unless such Loan becomes due and payable earlier by acceleration or otherwise. So long as no default or event of default has occurred that is then continuing, the New Credit Companies have the option to convert any part of the Loan equal to $500,000 and integral multiples of $100,000 in excess thereof into a "Base Rate Loan" or a "LIBOR Rate Loan." Base Rate Loans bear interest at the greatest of (i) the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate in effect on such date, (ii) the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers in effect on such day, plus one-half of 1%, (iii) the sum of (1) the Adjusted LIBOR Rate (as defined below) for a period of one month and (2) 1.00%, in each instance, as of such day, and (iv) 4.25%, plus 7.00%. LIBOR Rate Loans bear interest at the greater of (i) the rate per annum obtained by dividing (a)(1) the rate per annum equal to the rate determined by the Administrative Agent to be the London interbank offered rate administered by the ICE Benchmark Administration for deposits with a term equivalent to such period in U.S. dollars displayed on the ICE LIBOR USD page of the Reuters screen (the "Eurodollar Screen Rate") or (2) in the event the Eurodollar Screen Rate is not available, the rate per annum equal to the offered rate that is set forth on or in such other available quotation page or service as is acceptable to the Administrative Agent in its sole discretion and the provide an average ICE Benchmark Administration Limited Interest Settlement Rate or another London interbank offered rate administered by any other person that takes over the administration of such rate for deposits with a term equivalent to such period in U.S. dollars, or (3) in the event the rates reference in preceding clauses (1) and (2) are not available or if such information, in the reasonable judgment of the Administrative Agent shall cease to accurately reflect the rate offered by leading banks in the London interbank market as reported by any publicly available source of similar market data selected by the Administrative Agent, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate (collectively, the "Adjusted LIBOR Rate") plus 8.00%.

The amounts outstanding pursuant to the Loan are secured by a first position security interest in substantially all of the Company's assets and the New Credit Companies' assets in favor of the Agent, in accordance with that certain Amended and Restated Pledge and Security Agreement dated as of April 20, 2018 (the "New Pledge and Security Agreement").

The Credit Agreement and the New Pledge and Security Agreement contain customary representations and warranties as well as customary affirmative and negative covenants. Negative covenants include, among others, limitations on incurrence of liens and secured indebtedness, and limitations on incurrence of any indebtedness by the Company's subsidiaries. The Credit Agreement also contains customary events of default. Upon the occurrence and during the continuance of an event of default, the Lender may declare the outstanding loans and all other obligations under the Credit Agreement immediately due and payable. The Credit Agreement also contains financial covenants for adjusted EBITDA and minimum consolidated liquidity, effective September 30, 2018.

Common Stock

The Company effected a 1 for 8 reverse stock split on March 18, 2019. All stock prices, share amounts, per share information, stock options and stock warrants in this report reflect the impact of the reverse stock split applied retroactively. Every hundred shares of issued and outstanding Company common stock was automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. All fractional shares resulting from the reverse split were rounded to a full share.

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Restatement of Previously Issued Financial Statements

3 Months Ended

Mar. 31, 2018

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 16 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company issued warrants associated with Series F Preferred stock in February 2018 whereas the difference between the cash value received and the fair value of the warrants was treated as a deemed dividend and recorded as a reduction to Additional Paid in Capital "APIC". However, after further looking into guidance of ASC 815, ASC 820, and ASC 470, it was determined that it is more appropriate to recognize this difference as a loss in earnings instead of a direct reduction to equity. The impact of this adjustment by itself was an increase to APIC of $4.2MM  for the three months ending March 31, 2018 and a reduction of earnings of $4.2MM. Additionally, the Company issued warrants in June 2017. Since the ability to issue these shares is deemed to be "out of the Company's control" to make sure there are sufficient shares available for issuance, combined with the fact that there is not specific language in the warrant documents that preclude the Company from having to issue cash if liquid shares cannot be delivered to the holder, it is deemed that a liability needs to be set up for these warrants in accordance with ASC 815 Accounting for Derivative Liabilities. Specifically, per 815-40-25-11, the events or actions necessary to deliver registered shares are not controlled by an entity and, therefore, except under the circumstances described in paragraph 815-40-25-16, if the contract permits the entity to net share or physically settle the contract only by delivering registered shares, it is assumed that the entity will be required to net cash settle the contract. As a result, the contracts are classified as a liability in our financial statements and adjusted quarterly based the change in stock value. The cumulative effect of these restatements, combined with other immaterial adjustments was an increase in liabilities of $288,824, an increase in Series Preferred Stock of $19,631, an increase in APIC of $4,085,247, a decrease of common stock of $159,507, and a decrease in the fair value of derivative liabilities of $4,234,195, which increased the loss on change in fair value of derivatives and other fair value liabilities in the statement of operations.

Management of the Company has determined that the purchase accounting used to determine the status of the AST transaction was inappropriate, resulting in the de-consolidation of the VIE AST, since it was determined the Company does not have control of the entity AST. Accordingly, the financial statements have been revised to de-consolidate AST. The appropriate accounting is to record the lease associated with the property and equipment as a capital lease and the patent license agreement as an operating lease. The impact of the corrections are as follows:

1. The assets of AST were revalued at fair value; and

2. Depreciation and amortization were adjusted accordingly and;

3. Expenses associated with the patent license agreement were expensed as incurred.

Additionally, there were immaterial out of period adjustments in 2017 that were corrected in the period ended March 31, 2018.

The tables below summarize the impact, by specific financial statement line item, of the restatement described above on financial information previously reported on the Company's Form 10-Q for the period ended March 31, 2018.

Balance Sheet (unaudited)

	March 31, 2018
	As Restated			Adjustments			As Previously Reported
Prepaid expenses and other assets		969,963			464,879			505,084
Total current assets		12,234,278			464,879			11,769,399
Property, plant and equipment, at cost net of accumulated depreciation		1,940,263			(1,088,803	)		3,029,066
Patents		3,107,607			(1,786,863	)		4,894,470
Total other assets		11,109,706			(1,786,863	)		12,896,569
Total assets	$	112,326,496		$	(2,410,786	)	$	114,737,282
Accrued expenses		1,926,676			(1,340,599	)		3,267,275
Derivative and other fair value liabilities		11,469,171			288,824			11,180,347
Total current liabilities		37,672,609		$	(1,051,775	)		38,724,384
Lease payable		1,288,709			1,288,709			-
Total long term liabilities		102,355,090			1,288,709			101,066,381
Total liabilities		140,027,699			236,935			139,790,764
Preferred Series E stock, cumulative, stated value $100 per share, par value $.001, 300,000 shares authorized, 223,950 and 300,000 shares issued and outstanding, respectively		2,696,523			19,631			2,676,892
Common stock, par value $.025, 75,000,000 shares authorized, 2,148,080 and 1,832,372 shares issued and 2,141,393 and 1,830,969 shares outstanding, respectively		33,724			(395,575	)		429,299
Common stock to be issued		4,935			(34,544	)		39,479
Treasury stock, at cost, 11,500 shares		(28,031	)		196,219			(224,250	)
Additional paid in capital		59,699,040			4,159,640			55,539,399
Accumulated equity (deficit)		(92,728,320	)		(4,481,142	)		(88,247,178	)
Total shareholders' equity/deficit		(31,749,141	)		(555,402	)		(31,193,739	)
Noncontrolling interest		1,351,415			(2,111,950	)		3,463,365
Total equity (deficit)		(30,397,726	)		(2,667,352	)		(27,730,374	)
Total liabilities and shareholders' equity	$	112,326,496		$	2,410,786		$	114,737,282

Statement of Operations (unaudited)

	March 31, 2018
	As Restated			Adjustments			As Previously Reported
Depreciation and amortization		385,986			(46,494	)		432,480
Selling, general and administrative		3,813,431			204,290			3,609,142
Total costs and expenses		5,773,139			157,796			5,615,343
Unrealized gain (loss) on change in fair value of derivative and other fair value liabilities		(1,926,013	)		(4,234,195	)		2,316,360
Interest expense		(320,072	)		(18,343	)		(301,729	)
Total other income (expense)		(2,208,724	)		(4,252,538	)		2,043,813
Loss before income taxes		(7,193,645	)		(4,410,334	)		(2,783,312	)
Provision for income taxes		-						-
Loss from continuing operations		(7,193,645	)		(4,410,334	)		(2,783,312	)
Consolidated Net Loss		(7,737,790	)		(4,410,334	)		(3,327,456	)
Net (gain) loss attributable to noncontrolling interest		(71,064	)		70,808			(141,872	)
Net loss available to common shareholders	$	(7,666,726	)	$	(4,481,142	)	$	(3,185,584	)
Earnings per common share (basic and diluted):
Loss from continuing operations	$	(4.91	)	$	(2.03	)	$	(2.88	)
Loss from discontinued operations	$	(0.25	)	$	-		$	(0.25	)
Net loss per common share	$	(5.16	)	$	(2.03	)	$	(3.13	)
Weighted average number of shares outstanding
(Basic and Diluted)		2,169,861			2,169,861			2,169,861

Statement of Cash Flows (unaudited)

	March 31, 2018
	As Restated			Adjustments			As Previously Reported
Net loss	$	(7,737,791	)	$	(4,410,334	)	$	(3,327,457	)
Depreciation and amortization		358,986			(46,494	)		432,480
Unrealized (gain)/loss on fair value and derivative liabilities		1,926,013			4,234,195			(2,308,182	)
Prepaid expenses and other current assets		(243,619	)		204,290			(447,909	)
Accounts payable and accrued expenses		3,400,113			18,343			3,418,456

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At March 31, 2018 and 2017 the Company had no cash equivalents.

In our Consolidated Statement of Cash Flows, cash and cash equivalents includes cash presented within assets held for sale within the Consolidated Balance Sheets. A reconciliation of cash and cash equivalents per the Consolidated Balance Sheets and per the Statements of Cash Flow are as follows:

	March 31, 2018		March 31, 2017
Cash and cash equivalents – balance sheet		1,013,180		141,679
Cash included in assets held for sale - balance sheet		544,177		1,136,683
Cash and cash equivalents – statements of cash flow		1,557,357		1,278,362

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, accounts receivable, account payable, accrued expenses, contingent consideration arrangement, shortfall provision payable and notes payable. The carrying amount of these financial instruments approximates fair value due to length of maturity of these instruments.

Derivative Instruments

Derivative Instruments

The Company enters into financing arrangements that consist of freestanding derivative instruments or hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities ("ASC 815") as well as related interpretations of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering of the rights and obligations of each instrument.

The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. The Company uses a Monte Carlo simulation put option Black-Scholes Merton model. For less complex derivative instruments, such as freestanding warrants, the Company generally use the Black Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of this accounting standard, increases in the trading price of the Company's common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative loss. Conversely, decreases in the trading price of the Company's common stock and decreases in trading fair value during a given year result in the application of non-cash derivative gain.

See Notes 6, 7 and 8 for a description and valuation of the Company's derivative instruments.

Impairment of long-lived assets

Impairment of long-lived assets

The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. No impairments were noted during the three months ended March 31, 2018 and 2017.

Income Taxes

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740, "Accounting for Income Taxes," which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company has deferred tax liabilities related to its intangible assets, which were approximately $14,000 as of March 31, 2018.

The Company follows the provisions of the ASC 740 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company analyzes its tax positions by utilizing ASC 740 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.

Use of Estimates

Use of Estimates

Management estimates and judgments are an integral part of consolidated financial statements prepared in accordance with GAAP. We believe that the critical accounting policies described in this section address the more significant estimates required of management when preparing our consolidated financial statements in accordance with GAAP.

We consider an accounting estimate critical if changes in the estimate may have a material impact on our financial condition or results of operations. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustment to these balances in future periods.

Accounts Receivable

Accounts Receivable

Accounts receivable are recorded at management's estimate of net realizable value. At March 31, 2018, and December 31, 2017 the Company had approximately $1,400,000 and $860,000 of gross trade receivables, respectively.

Our reported balance of accounts receivable, net of the allowance for doubtful accounts, represents our estimate of the amount that ultimately will be realized in cash. We review the adequacy and adjust our allowance for doubtful accounts on an ongoing basis, using historical payment trends and the age of the receivables and knowledge of our individual customers. However, if the financial condition of our customers were to deteriorate, additional allowances may be required. At March 31, 2018 and December 31, 2017 the Company had approximately $700,000 and $0 recorded for the allowance for doubtful accounts, respectively.

Property and equipment

Property and equipment

Property and equipment are recorded at its historical cost. The cost of property and equipment is depreciated over the estimated useful lives (ranging from 5 -39 years) of the related assets utilizing the straight-line method of depreciation. The cost of leasehold improvements is depreciated (amortized) over the lesser of the length of the related leases or the estimated useful lives of the assets. Ordinary repairs and maintenance are expensed when incurred and major repairs will be capitalized and expensed if it benefits future periods.

Intangible Assets

Intangible Assets

Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually. The Company has intangible assets subject to amortization related to its asset purchase of Advanced Lignin Biocomposite Patents and the acquisition of WelNess Benefits, LLC and Integrity Labs, LLC.

Goodwill

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired. In accordance with Accounting Standards Codification (ASC) 350, "Goodwill and Other Intangible Assets", goodwill is not amortized, but rather is tested for impairment at least annually or more frequently if indicators of impairment are present. The Company performs its annual goodwill impairment analysis as of November 30, and, if certain events or circumstances indicate that an impairment loss may have been incurred, on an interim basis. The Company adopted ASU 2017-04, "Intangibles - Goodwill and Other: Topic 350: Simplifying the Test for Goodwill Impairment", which eliminated step two from the goodwill impairment test. In assessing impairment on goodwill, the Company first analyzes qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The qualitative factors the Company assesses include long-term prospects of its performance, share price trends and market capitalization and Company-specific events. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not need to perform the quantitative impairment test. If based on that assessment, the Company believes it is more likely than not that the fair value of the reporting unit is less than its carrying value or the Company decides to opt out of this step, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value. A goodwill impairment charge is recognized for the amount by which the reporting unit's fair value is less than its carrying value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. No impairment was recorded for the quarter ended March 31, 2018.

Revenue Recognition

Revenue Recognition

The Company adopted Financial Accounting Standards Board ("FASB") ASC Topic 606 ("ASC 606"), Revenue from Contracts with Customers and its amendments with a date of the initial application of January 1, 2018. ASC Topic 606 sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity is required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods and services.

The Company applied the modified retrospective approach under ASC 606 which allows for the cumulative effect of adopting the new guidance on the date of initial application. Use of the modified retrospective approach means the Company's comparative periods prior to initial application are not restated. The initial application was applied to all contracts at the date of the initial application. The Company has determined that the adjustments using the modified retrospective approach did not have a material impact on the date of the initial application along with the disclosure of the effect on prior periods.

Revenue from continuing operations consisted of referral and management related lab testing fees of $758,000 and management fees related to the management of laboratory services of $30,000.

In relation to the lab testing fees, the Company receives revenues from the referral of blood and toxicology testing services. As compensation for the referral and management services rendered hereunder, the Company gets paid a percentage of the net collected revenue of the hospital outreach laboratory as it pertains to samples processed as part of its outpatient outreach program. The amount of revenue varies based off the sample type. Our earned fees are paid weekly based upon all the net collected revenue received by the hospital during the period following the previous payment date. The Company recognizes revenue when the testing has occurred as that completes our performance obligation. There are no variable consideration estimates, service type warranties or other significant management estimates related to our recognition of this revenue.

In relation to our management service agreement revenue, the Company manages a hospital's laboratory and serves as the sole and exclusive provider of non-patient lab administrative and management consulting services including the day-to-day management assistance, administrative and support services for, and on behalf of the laboratory related to the operation of its facility. In this arrangement, the management fee is a fixed monthly amount that does not vary with the number of procedures performed. This service is governed by a management service agreement and our performance obligation is the performance of the management services. There are no variable revenue components and revenue is recognized ratably over the month as the services are performed. The Company does not offer any service type warranties and there are no other significant management estimates related to our recognition of this revenue.

Revenue related to our discontinued operations consists of solid waste services performed including the collection, hauling, transfer, disposal of waste and landfill services. The Company primarily focused on residential and commercial waste disposal and hauling and has contracts with various cities and municipalities in Missouri and Virginia. Our performance obligations under these contracts tend to be singular in nature such as period pick-ups at specified times or the physical storing of waste. Our pricing is fixed and contractually stated with any variable revenue components such as discounts and rebates being immaterial to revenue as a whole. Revenue is recognized as the service is performed which for periodic pick up is ratably over the pick-up period and for transfer and disposal services it is when such transfer and disposal has taken place.

Basic Income (Loss) Per Share

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

At March 31, 2018 the Company had outstanding stock warrants and options for 2,333,939 and 1,434 common shares, respectively. Also, at March 31, 2018 the Company had outstanding Preferred Stock Series D, E and F convertible in to 133,688, 279,938 and 332,447 shares, respectively. These are not presented in the consolidated statements of operations as the effect of these shares is anti- dilutive.

At December 31, 2017 the Company had outstanding stock warrants and options for 1,644,359 and 1,434 common shares, respectively. Also, at December 31, 2017 the Company had outstanding Preferred Stock Series D and E convertible in to 176,250 and 375,000 shares, respectively. These are not presented in the consolidated statements of operations as the effect of these shares is anti- dilutive.

Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also require measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share based payments to consultants and other third-parties, compensation expense is determined at the "measurement date." The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

The Company recorded stock based compensation expense of approximately $180,000 and $27,000 during the three months ended March 31, 2018 and 2017, respectively, which is included in compensation and related expense on the statement of operations.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Derivatives and Hedging. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12), which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, including interim periods therein with early adoption permitted. The Company will adopt this guidance in the first quarter of 2019 and does not expect a significant impact on its consolidated financial statements.

Stock Compensation. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2017-09) to provide clarity and reduce both the (1) diversity in practice and (2) cost and complexity when changing the terms or conditions of share-based payment awards. Under ASU 2017-09, modification accounting is required to be applied unless all of the following are the same immediately before and after the change:

1. The award's fair value (or calculated value or intrinsic value, if those measurement methods are used);

2. The award's vesting conditions; and

3. The award's classification as an equity or liability instrument.

The Company adopted this guidance in the first quarter of 2018 and it did not have a significant impact an impact on the financial statements.

Statement of Cash Flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which is intended to reduce the existing diversity in practice in how certain cash receipts and cash payments are classified in the statement of cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash (Topic 230) (ASU 2016-18), which requires the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-15 and ASU 2016-18 are both effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, provided that all of the amendments are adopted in the same period. The amendments will be applied using a retrospective transition method to each period presented. The Company adopted these guidances in the first quarter of 2018 and it did not have a significant impact on its financial statements.

Financial Instruments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company will adopt this guidance in the first quarter of 2020 and is currently evaluating the impact of this new standard on its consolidated financial statements.

Leases. In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02), which increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. Upon adoption, lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company will adopt this guidance in the first quarter of 2019 and is currently evaluating the impact of this new standard on its consolidated financial statements.

Financial Instruments. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The ASU also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. Entities will have to assess the realizability of such deferred tax assets in combination with the entities other deferred tax assets. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017 and for interim periods within that reporting period. In the first quarter of 2018, the Company will elect to adopt the measurement alternative, which will apply this ASU prospectively, for its equity investments that do not have readily determinable fair values. The Company adopted this guidance in the first quarter of 2018 and it did not have a significant impact on its consolidated financial statements. 

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Schedule of reconciliation of cash and cash equivalents

	March 31, 2018		March 31, 2017
Cash and cash equivalents – balance sheet		1,013,180		141,679
Cash included in assets held for sale - balance sheet		544,177		1,136,683
Cash and cash equivalents – statements of cash flow		1,557,357		1,278,362

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Acquisitions (Tables) - Wilson Waste Systems Llc [Member]

3 Months Ended

Mar. 31, 2018

Business Acquisition [Line Items]

Schedule of aggregate purchase price

Cash paid	$	3,655,000
Total	$	3,655,000

Schedule of estimated fair value and subsidiary, assets acquired assumed

Trucks	$	895,900
Containers		94,967
Machinery and equipment		9,000
Non-compete		100,000
Customer list		2,555,133
Total	$	3,655,000

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

Schedule of property and equipment-at cost, less accumulated depreciation

	March 31, 2018			December 31, 2017
Building & Leasehold improvements		1,719,945			49,603
Computer equipment		219,593			205,767
Machinery, & equipment		148,748			156,656
Total cost		2,088,286			412,026
Less accumulated depreciation		(148,023	)		(78,527	)
Net property and equipment	$	1,940,263		$	333,499

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets, both acquired and developed, including accumulated amortization

	March 31, 2018
	Remaining			Accumulated		Net Carrying
	Useful Life	Cost		Amortization		Value
Customer lists	4.58 years	$	2,809,000	$	361,750	$	2,447,250
Patents	18.35 years		3,164,303		56,696		3,107,607
Capitalized software	2.33 years		135,021		37,505		97,516
Website	3.75 years		30,699		5,117		25,582
		$	6,139,023	$	461,068	$	5,677,955

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Notes Payable and Convertible Notes (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of long-term debt

	December 31, 2017			March 31, 2018
Goldman Sachs - Tranche A Term Loan - LIBOR Interest on loan date plus 8%, 9.65% at March 31, 2018	$	7,083,257		$	7,815,668
Promissory note payable to a bank, unsecured, bearing interest at a variable rate, 4.75%, at March 31, 2018 with a floor of 4.75% due on demand		1,000,000			1,000,000
Promissory note payable to a bank, unsecured, bearing interest at 5.5%, due on demand		299,578			299,578
Promissory note payable to a bank, unsecured, bearing interest at a variable rate, 5%, at March 31, 2018 with a floor of 5.00% due in monthly installments of $12,300, maturing August 2022		622,259			604,768
Note payable, see description below		-			2,920,691
Less: deferred loan costs		-			(930,416	)
Notes payable to seller of Meridian, subordinated debt		1,475,000			1,475,000
Total debt		10,480,094			13,185,289
Less: current portion		(8,502,387	)		(4,820,629	)
Long term debt less current portion	$	1,977,707		$	8,364,660

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Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2018

Class of Stock [Line Items]

Schedule of unrealized gain or loss on derivatives of warrant liability

February 21, 2018 Pre Down Round (Equity)	1,233,086
Change in Fair Value (deemed dividend)	9,649
February 21, 2018 Post Down Round (Liability)	1,242,735
Change in Fair Value	(541,145	)
March 31, 2018, ending balance	701,590

Schedule of key assumptions used model at inception

	February 21, 2018 Pre Round Down			February 21, 2018 Post Down Round			March 31, 2018
Stock Price	$	0.96		$	0.96		$	0.57
Exercise Price	$	1.31		$	0.94		$	0.94
Term (years)		4.75			4.75			4.65
Risk Free Rate		2.69	%		2.69	%		2.57	%
Volatility		152.9	%		152.9	%		140.4	%

Schedule of outstanding stock warrants

	Number of Shares			Average Exercise Price		Expiration Date
Outstanding - December 31, 2017		1,644,359		$	.78
Granted		689,893			2.82	February, 2023
Exercised		(313	)		15.20
Outstanding, March 31, 2018		2,333,939		$	10.84
Warrants exercisable at March 31, 2018		2,333,939

Schedule of the company's stock options

	Number of Shares Underlying Options		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value (1)
Outstanding at December 31, 2017		1,434	$	154.78	$	4.78		3.61		-
For the three months ended March 31, 2018
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding at March 31, 2018		1,434	$	154.78	$	4.78		3.61		-
Outstanding and Exercisable at March 31, 2018		213	$	154.78	$	4.78		3.61		-

(1) The aggregate intrinsic value is based on the $0.57 closing price as of March 29, 2018 for the Company's Common Stock.

Schedule of following information applies to options outstanding

Options Outstanding						Options Exercisable
Exercise Price		Number of Shares Underlying Options		Weighted Average Remaining Contractual Life		Number Exercisable		Exercise Price
$	96.00		28		3.38		28	$	96.00
$	160.00		1,406		3.38		663	$	160.00
			1,434		3.38		691

Series D warrant liability [Member]

Class of Stock [Line Items]

Schedule of unrealized gain or loss on derivatives of warrant liability

March 13, 2018 Pre Modification - Equity	1,096,758
Change in Fair Value due to modification	89,827
March 13, 2018 Reclass Liability	1,186,585
Change in Fair Value	(138,207	)
March 31, 2018 Fair Value	1,048,378

Schedule of key assumptions used model at inception

	March 13, 2018			March 31, 2018
Stock Price	$	0.64		$	0.57
Exercise Price	$	0.94		$	0.94
Term (years)		4.50			4.45
Risk Free Rate		2.62	%		2.57	%
Volatility		140.4	%		140.4	%

Series A warrant liability [Member]

Class of Stock [Line Items]

Schedule of unrealized gain or loss on derivatives of warrant liability

	February 21, 2018			March 31, 2018
Stock Price	$	0.9600		$	0.57
Exercise Price	$	0.95		$	0.95
Term (years)		5.00			4.90
Risk Free Rate		2.69	%		2.56	%
Volatility		152.9	%		140.4	%

Schedule of outstanding stock warrants

February 21, 2018	$	6,216,073
Change in Fair Value		(1,716,830	)
March 31, 2018	$	4,499,243

Series E warrant liability [Member]

Class of Stock [Line Items]

Schedule of unrealized gain or loss on derivatives of warrant liability

March 13, 2018 Pre Modification - Equity	2,390,687
Change in Fair Value due to modification	145,085
March 13, 2018 Reclass Liability	2,535,772
Change in Fair Value	(295,226	)
March 31, 2018 Fair Value	2,240,546

Schedule of key assumptions used model at inception

	March 13, 2018			March 31, 2018
Stock Price	$	0.64		$	0.57
Exercise Price	$	0.94		$	0.94
Term (years)		4.58			4.53
Risk Free Rate		2.62	%		2.57	%
Volatility		140.4	%		140.4	%

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Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Schedule of significant to the fair value measurement

			Fair Value Measurements at Reporting Date Using
	March 31, 2018		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
			(Level 1)		(Level 2)		(Level 3)
Contingent liability – Verifi Acquisition	$	1,929,936		-		-	$	1,929,934
Derivative liability – ALB shortfall provision		2,690,589						2,690,589
Derivative liability – stock warrants		8,778,582		-		-		8,778,582
	$	13,399,107		-		-	$	13,399,107

			Fair Value Measurements at Reporting Date Using
	December 31, 2017		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
			(Level 1)		(Level 2)		(Level 3)
Contingent Liability – Verifi Acquisition		1,957,225						1,957,225
Derivative liability – ALB shortfall provision		2,307,363						2,307,363
	$	4,264,588		-		-	$	4,264,588

Schedule of Contingent liability/derivative liability - Verifi acquisition/ALB shortfall provision

Balance December 31, 2017	$	1,957,224
Fair value adjustment		(27,290	)
Balance March 31, 2018		1,929,934

Balance December 31, 2017	$	2,307,363
Fair value adjustment		383,226
Balance March 31, 2018		2,690,589

Balance December 31, 2017	$	2,307,363
Fair value adjustment		6,471,219
Balance March 31, 2018		8,778,582

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Schedule of consolidated statements of operations as discontinued operations

	Three months ended March 31,
	2018			2017
Total revenues		14,401,325			10,905,067
Total costs and expenses
Operating		10,140,299			6,987,386
Depreciation, depletion and amortization		-			3,035,424
Bad debt expense		40,089			178,488
Selling, general and administrative		2,159,280			2,125,843
Interest Expense		2,597,615			1,502,965
Other		8,187			(56,158	)
Total costs and expenses		14,945,470			13,773,948
Pretax Loss from discontinued operations		(544,145	)		(2,868,881	)
(Provision) benefit for income taxes		-			(101,613	)
Loss from discontinued operations		(544,145	)		(2,970,494	)

Schedule of consolidated balance sheets

	March 31,		December 31,
	2018		2017
Carrying amounts of the major classes of assets included in discontinued operations:
Current assets:
Cash		544,177		596,993
Short Term Investments - Restricted		-		-
Accounts Receivable		7,323,470		6,748,980
Other current assets		1,645,954		1,368,524
Total current assets held for sale		9,513,601		8,714,497
Noncurrent assets:
Property, plant and equipment		41,698,725		38,513,198
Landfill assets		21,611,134		19,781,123
Intangible assets		16,307,229		15,212,904
Goodwill		7,234,420		7,234,420
Other assets		190,741		190,741
Total noncurrent assets:		87,042,249		80,932,386
Carrying amounts of the major classes of liabilities included in discontinued operations:
Current liabilities:
Accounts payable and accrued expenses		8,953,260		6,950,590
Deferred revenue		5,887,384		5,501,273
Derivative Liability		-		-
Current portion of capital leases		948,925		1,490,431
Current portion of long term debt		1,634,009		83,725,677
Total current liabilities		17,423,578		97,667,971
Noncurrent liabilities:
Asset retirement obligation		2,616,223		2,623,899
Deferred tax liability		218,297		218,297
Capital leases payable, net of current		7,782,931		7,531,538
Long term debt, net of current		80,086,943		6,934,264
Total noncurrent liabilities		90,704,394		17,307,998

Schedule of amortization and capital expenditures for discontinued operations

	March 31,
	2018		2017
Depreciation and amortization		-		3,000,000
Accretion expense		-		56,000
Capital expenditures		2,557,000		1,400,000

Schedule of noncash operating and investing activities related to discontinued operations

	March 31,
	2018		2017
Note payable incurred for acquisition		3,692,000		34,100,000
Common stock issued for acquisition		-		1,251,000
Property, plant and equipment additions financed by notes payable and capital leases		577,194		195,646

Schedule of a roll-forward of the Company’s Non-controlling Interests

Balance, December 31, 2017	$	1,459,407
Tri-City Recycling Center - net income		42,704
Tri-City dividend distribution		(36,928	)
LGMG, LLC - net loss		(113,768	)
Balance, March 31, 2018	$	1,351,415

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Segment and Related Information (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Schedule of financial information concerning our reportable segments

	Service Revenues		Net Income (loss)			Depreciation and Amortization		Capital Expenditures		Goodwill		Total Assets
Technologies	$	788,000	$	(2,172,000	)	$	306,000	$	2,000	$	5,300,000	$	8,670,000
Innovations		-		(1,029,000	)		105,000		2,700,000		-		5,219,000
Corporate		-		(4,537,000	)		21,000		15,000		-		1,900,000
Total	$	788,000	$	(7,738,000	)	$	432,000	$	2,717,000	$	5,300,000	$	15,789,000

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Restatement of Previously Issued Financial Statements (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Changes and Error Corrections [Abstract]

Schedule of financial statements

	March 31, 2018
	As Restated			Adjustments			As Previously Reported
Prepaid expenses and other assets		969,963			464,879			505,084
Total current assets		12,234,278			464,879			11,769,399
Property, plant and equipment, at cost net of accumulated depreciation		1,940,263			(1,088,803	)		3,029,066
Patents		3,107,607			(1,786,863	)		4,894,470
Total other assets		11,109,706			(1,786,863	)		12,896,569
Total assets	$	112,326,496		$	(2,410,786	)	$	114,737,282
Accrued expenses		1,926,676			(1,340,599	)		3,267,275
Derivative and other fair value liabilities		11,469,171			288,824			11,180,347
Total current liabilities		37,672,609		$	(1,051,775	)		38,724,384
Lease payable		1,288,709			1,288,709			-
Total long term liabilities		102,355,090			1,288,709			101,066,381
Total liabilities		140,027,699			236,935			139,790,764
Preferred Series E stock, cumulative, stated value $100 per share, par value $.001, 300,000 shares authorized, 223,950 and 300,000 shares issued and outstanding, respectively		2,696,523			19,631			2,676,892
Common stock, par value $.025, 75,000,000 shares authorized, 2,148,080 and 1,832,372 shares issued and 2,141,393 and 1,830,969 shares outstanding, respectively		33,724			(395,575	)		429,299
Common stock to be issued		4,935			(34,544	)		39,479
Treasury stock, at cost, 11,500 shares		(28,031	)		196,219			(224,250	)
Additional paid in capital		59,699,040			4,159,640			55,539,399
Accumulated equity (deficit)		(92,728,320	)		(4,481,142	)		(88,247,178	)
Total shareholders' equity/deficit		(31,749,141	)		(555,402	)		(31,193,739	)
Noncontrolling interest		1,351,415			(2,111,950	)		3,463,365
Total equity (deficit)		(30,397,726	)		(2,667,352	)		(27,730,374	)
Total liabilities and shareholders' equity	$	112,326,496		$	2,410,786		$	114,737,282

	March 31, 2018
	As Restated			Adjustments			As Previously Reported
Depreciation and amortization		385,986			(46,494	)		432,480
Selling, general and administrative		3,813,431			204,290			3,609,142
Total costs and expenses		5,773,139			157,796			5,615,343
Unrealized gain (loss) on change in fair value of derivative and other fair value liabilities		(1,926,013	)		(4,234,195	)		2,316,360
Interest expense		(320,072	)		(18,343	)		(301,729	)
Total other income (expense)		(2,208,724	)		(4,252,538	)		2,043,813
Loss before income taxes		(7,193,645	)		(4,410,334	)		(2,783,312	)
Provision for income taxes		-						-
Loss from continuing operations		(7,193,645	)		(4,410,334	)		(2,783,312	)
Consolidated Net Loss		(7,737,790	)		(4,410,334	)		(3,327,456	)
Net (gain) loss attributable to noncontrolling interest		(71,064	)		70,808			(141,872	)
Net loss available to common shareholders	$	(7,666,726	)	$	(4,481,142	)	$	(3,185,584	)
Earnings per common share (basic and diluted):
Loss from continuing operations	$	(4.91	)	$	(2.03	)	$	(2.88	)
Loss from discontinued operations	$	(0.25	)	$	-		$	(0.25	)
Net loss per common share	$	(5.16	)	$	(2.03	)	$	(3.13	)
Weighted average number of shares outstanding
(Basic and Diluted)		2,169,861			2,169,861			2,169,861

	March 31, 2018
	As Restated			Adjustments			As Previously Reported
Net loss	$	(7,737,791	)	$	(4,410,334	)	$	(3,327,457	)
Depreciation and amortization		358,986			(46,494	)		432,480
Unrealized (gain)/loss on fair value and derivative liabilities		1,926,013			4,234,195			(2,308,182	)
Prepaid expenses and other current assets		(243,619	)		204,290			(447,909	)
Accounts payable and accrued expenses		3,400,113			18,343			3,418,456

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Nature of Operations and Organization (Details) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 20, 2018	Mar. 31, 2018	Feb. 15, 2017
Nature of Operations and Organization (Textual)
Ownership interest percentage		20.00%
Negative working capital		$ 25,000,000
Cash		$ 1,000,000
Description of business acquisition	As part of this sale the Company will be able to eliminate a majority of its debt, as well as the approximately $11,000,000 annual debt service payments.
Cash as part of the sale	$ 3,000,000
Variable interest entity (VIE), description		The condensed consolidated financial statements for the three months ended March 31, 2018 include the operations of the Company and its wholly-owned subsidiaries and a Variable Interest Entity ("VIE") owned 20% by the Company (and included in discontinued operations) and a VIE owned approximately 70% by the Company (included in continuing operations).
CFS Group, LLC [Member]
Nature of Operations and Organization (Textual)
Ownership interest percentage			100.00%

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Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Cash and cash equivalents - balance sheet	$ 1,013,180	$ 400,223	$ 141,679
Cash included in assets held for sale - balance sheet	544,177		1,136,683
Cash and cash equivalents - statements of cash flow	$ 1,557,357	$ 997,216	$ 1,278,362	$ 823,272

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Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Summary of Significant Accounting Policies (Textual)
Deferred tax liabilities, intangible assets	$ 14,000
Percentage of tax benefit	50.00%
Common stock, shares issued	2,148,080		1,832,372
Gross trade receivables	$ 1,400,000		$ 860,000
Allowance for doubtful accounts	700,000		$ 0
Share-based Compensation	179,358	$ 27,375
Management related lab testing fees	758,000
Management of laboratory services	$ 30,000
Stock Options [Member]
Summary of Significant Accounting Policies (Textual)
Common stock, shares issued	1,434		1,434
Warrant [Member]
Summary of Significant Accounting Policies (Textual)
Common stock, shares issued	2,333,939		1,644,359
Common Stock [Member]
Summary of Significant Accounting Policies (Textual)
Common stock, shares issued	315,708
Series D Preferred Stock [Member]
Summary of Significant Accounting Policies (Textual)
Convertible outstanding preferred stock Series	133,688		176,250
Series E Preferred Stock [Member]
Summary of Significant Accounting Policies (Textual)
Convertible outstanding preferred stock Series	279,938		375,000
Series F Preferred Stock [Member]
Summary of Significant Accounting Policies (Textual)
Convertible outstanding preferred stock Series	332,447
Stock-Based Compensation [Member]
Summary of Significant Accounting Policies (Textual)
Share-based Compensation	$ 180,000	$ 27,000
Maximum [Member]
Summary of Significant Accounting Policies (Textual)
Property, plant, and equipment, estimated useful lives	39 years
Minimum [Member]
Summary of Significant Accounting Policies (Textual)
Property, plant, and equipment, estimated useful lives	5 years

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Acquisitions (Details)	Jan. 05, 2018 USD ($)
Business Combinations [Abstract]
Cash paid	$ 3,655,000
Total	$ 3,655,000

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Acquisitions (Details 1) - Wilson Waste Systems, LLC [Member]	Jan. 05, 2018 USD ($)
Business Acquisition [Line Items]
Total	$ 3,655,000
Trucks [Member]
Business Acquisition [Line Items]
Total	895,900
Containers [Member]
Business Acquisition [Line Items]
Total	94,967
Machinery and equipment [Member]
Business Acquisition [Line Items]
Total	9,000
Non-compete [Member]
Business Acquisition [Line Items]
Total	100,000
Customer list [Member]
Business Acquisition [Line Items]
Total	$ 2,555,133

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Acquisitions (Details Textual) - Wilson Waste Systems, LLC [Member]	Jan. 05, 2018 USD ($)
Acquisitions (Textual)
Membership interests, description	Buyer acquired from Seller all of Sellers' right, title and interest in and to 100% of the membership interests (the "Membership Interests") of Wilson Waste Systems, LLC, a Missouri limited liability company.
Consideration for membership interests amount	$ 3,655,000

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Property and Equipment (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Total cost	$ 2,088,286	$ 412,026
Less accumulated depreciation	(148,023)	(78,527)
Net property and equipment	1,940,263	333,499
Building & Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Total cost	1,719,945	49,603
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost	219,593	205,767
Machinery, & equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 148,748	$ 156,656

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Property and Equipment (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Property, Plant and Equipment (Textual)
Depreciation expense	$ 45,000	$ 20,000

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Intangible Assets (Details)	3 Months Ended
	Mar. 31, 2018 USD ($)
Finite-Lived Intangible Assets [Line Items]
Cost	$ 6,139,023
Accumulated Amortization	461,068
Net Carrying Value	$ 5,677,955
Customer Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Remaining Useful Life	4 years 6 months 29 days
Cost	$ 2,809,000
Accumulated Amortization	361,750
Net Carrying Value	$ 2,447,250
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Remaining Useful Life	18 years 4 months 6 days
Cost	$ 3,164,303
Accumulated Amortization	56,696
Net Carrying Value	$ 3,107,607
Capitalized software [Member]
Finite-Lived Intangible Assets [Line Items]
Remaining Useful Life	2 years 3 months 29 days
Cost	$ 135,021
Accumulated Amortization	37,505
Net Carrying Value	$ 97,516
Website [Member]
Finite-Lived Intangible Assets [Line Items]
Remaining Useful Life	3 years 9 months
Cost	$ 30,699
Accumulated Amortization	5,117
Net Carrying Value	$ 25,582

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Intangible Assets (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Intangible Assets (Textual)
Amortization expense	$ 314,000	$ 0

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Notes Payable and Convertible Notes (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Goldman Sachs - Tranche A Term Loan - LIBOR Interest on loan date plus 8%, 9.65% at March 31, 2018	$ 7,815,668	$ 7,083,257
Promissory note payable to a bank, unsecured, bearing interest at a variable rate, 4.75%, at March 31, 2018 with a floor of 4.75% due on demand	1,000,000	1,000,000
Promissory note payable to a bank, unsecured, bearing interest at 5.5%, due on demand	299,578	299,578
Promissory note payable to a bank, unsecured, bearing interest at a variable rate, 5%, at March 31, 2018 with a floor of 5.00% due in monthly installments of $12,300, maturing August 2022	604,768	622,259
Note payable, see description below	2,920,691
Less: deferred loan costs	(930,416)
Notes payable to seller of Meridian, subordinated debt	1,475,000	1,475,000
Total debt	13,185,289	10,480,094
Less: current portion	(4,820,629)	(8,502,387)
Long term debt less current portion	$ 8,364,660	$ 1,977,707

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Notes Payable and Convertible Notes (Details Textual) - USD ($)		1 Months Ended			3 Months Ended
	May 15, 2014	Feb. 28, 2018	Feb. 20, 2018	Dec. 31, 2015	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Aug. 31, 2017	Feb. 28, 2017	Feb. 15, 2017	Aug. 26, 2016
Notes Payable and Convertible Notes (Textual)
Aggregate principal amount										$ 89,100,000	$ 2,300,000
Borrowed amount					$ 3,325,000	$ 569,212
Loss on extinguishment of debt						2,911,361
Debt issuance costs									$ 1,057,950
Balance of remaining loans amount				$ 1,446,515
Unamortized issuance cost					3,933,544		$ 3,223,158
Convertible notes payable
Subordinated debt					1,475,000		1,475,000
Subordinated debt, description	Notes payable to the sellers of Meridian issued five-year term subordinated debt loans paying interest at 8%			In 2015 the term of these notes were extended an additional 1 and 1/2 years
Notes payable					2,920,691
Reduced the loan					6,891		$ 6,891
Amortization of debt discount					339,555	150,684
Interest expense on debt					$ 8,100,000
Common stock, shares issued					2,148,080		1,832,372
Fair value of warrants
LIBOR Interest, description					Interest on loan date plus 8%, 9.65% at March 31, 2018
Sale of agreement amount			$ 3,000,000
Deferred loan costs					$ (930,416)
Promissory Note Payable Two [Member]
Notes Payable and Convertible Notes (Textual)
Maturity date					Aug. 31, 2022
Percentage of interest rate					5.00%
Variable rate					5.00%
Notes payable					$ 12,300
Tranche B Term Loans [Member]
Notes Payable and Convertible Notes (Textual)
Aggregate principal amount										8,600,000
Long term debt, description					Interest is accrued at an annual rate of 12.5% on the Tranche B loan. In addition, there is a commitment fee paid monthly on the Multi-Draw Term Loans and Revolving Commitments at an annual rate of 0.5%.
Tranche A Term Loans [Member]
Notes Payable and Convertible Notes (Textual)
Aggregate principal amount										65,500,000
Long term debt, description					The Company had a total outstanding gross balance of approximately $83,866,000 consisting of the Tranche A Term Loan, Tranche B and draw of the Revolving Commitments, of which approximately $75.8 million is classified as liabilities held for sale as it relates to the discontinued operations (and subsequent to year end transferred with the sale of such operations) and approximately $8.1 million is classified as held for use. The loans are secured by liens on substantially all of the assets of the Company and its subsidiaries. Tranche A Term Loan, Tranche B and all revolving commitments have a maturity date of December 22, 2020 with interest paid monthly at an annual rate of approximately 9% (subject to variation base on changes in LIBOR or another underlying reference rate), on the Tranche A Term Loan and revolving commitments.
Promissory Note Payable [Member]
Notes Payable and Convertible Notes (Textual)
Aggregate principal amount										10,000,000
Percentage of interest rate					4.75%
Variable rate					4.75%
Interest expense on debt					$ 75,800,000
Promissory Note Payable One [Member]
Notes Payable and Convertible Notes (Textual)
Percentage of interest rate					5.50%
Revolving Commitments [Member]
Notes Payable and Convertible Notes (Textual)
Aggregate principal amount										$ 5,000,000
Note Payable [Member]
Notes Payable and Convertible Notes (Textual)
Notes payable		$ 2,435,000
Loans payable		$ 64,000
Debt, term		12 months
Company paid back to Here to Serve Holding Corp		$ 3,325,000
Original issue discount		890,000			$ 816,000
Deferred loan costs		$ 125,000			115,000
Notes Payable, related party [Member]
Notes Payable and Convertible Notes (Textual)
Interest expense in continuing operations					$ 302,000	$ 193,000
Credit Agreement [Member] | Tranche A Term Loans [Member]
Notes Payable and Convertible Notes (Textual)
Aggregate principal amount								$ 6,000,000

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Shareholders' Equity (Details)	3 Months Ended
	Mar. 31, 2018 USD ($)
Class of Stock [Line Items]
February 21, 2018 Pre Down Round (Equity)	$ 1,233,086
Change in Fair Value (deemed dividend)	9,649
February 21, 2018 Post Down Round (Liability)	1,242,735
Change in Fair Value	(541,145)
March 31, 2018, ending balance	701,590
Series D warrant liability [Member]
Class of Stock [Line Items]
March 13, 2018 Pre Modification - Equity	1,096,758
Change in Fair Value due to modification	89,827
March 13, 2018 Reclass Liability	1,186,585
Change in Fair Value	(138,207)
March 31, 2018 Fair Value	1,048,378
Series A warrant liability [Member]
Class of Stock [Line Items]
February 21, 2018	6,216,073
Change in Fair Value	(1,716,830)
March 31, 2018, ending balance	4,499,243
Series E warrant liability [Member]
Class of Stock [Line Items]
March 13, 2018 Pre Modification - Equity	2,390,687
Change in Fair Value due to modification	145,085
March 13, 2018 Reclass Liability	2,535,772
Change in Fair Value	(295,226)
March 31, 2018 Fair Value	$ 2,240,546

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Shareholders' Equity (Details 1) - $ / shares		1 Months Ended	3 Months Ended
	Mar. 13, 2018	Feb. 21, 2018	Mar. 31, 2018	Jan. 30, 2017	Dec. 31, 2016	Sep. 30, 2016
Stock price			$ 0.57	$ 2.95	$ 10.34	$ 17.60
Exercise price			$ 0.95
Term (years)			4 years 10 months 25 days
Risk Free Interest Rate			2.56%
Volatility			140.40%
Post Down Round [Member]
Stock price		$ 0.96
Exercise price		$ 0.94
Term (years)		4 years 9 months
Risk Free Interest Rate		2.69%
Volatility		152.90%
Pre Round Down [Member]
Stock price		$ 0.96
Exercise price		$ 1.31
Term (years)		4 years 9 months
Risk Free Interest Rate		2.69%
Volatility		152.90%
Series E Warrant Liability [Member]
Stock price	$ 0.64	$ 0.9600	$ 0.57
Exercise price	$ 0.94	$ 0.95	$ 0.94
Term (years)	4 years 6 months 29 days	5 years	4 years 6 months 10 days
Risk Free Interest Rate	2.62%	2.69%	2.57%
Volatility	140.40%	152.90%	140.40%
Series D Warrant Liability [Member]
Stock price	$ 0.64		$ 0.57
Exercise price	$ 0.94		$ 0.94
Term (years)	4 years 6 months		4 years 5 months 12 days
Risk Free Interest Rate	2.62%		2.57%
Volatility	140.40%		140.40%

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Shareholders' Equity (Details 2) - Warrants [Member]	3 Months Ended
	Mar. 31, 2018 $ / shares shares
Class of Stock [Line Items]
Number of Shares, Outstanding, Beginning Balance	1,644,359
Number of Shares, Granted	689,893
Number of Shares, Exercised	(313)
Number of Shares, Outstanding, Ending Balance	2,333,939
Number of Shares, Warrants exercisable	2,333,939
Average Exercise Price, Outstanding, Beginning Balance | $ / shares	$ .78
Average Exercise Price, Granted | $ / shares	2.82
Average Exercise Price, Exercised | $ / shares	15.20
Average Exercise Price, Outstanding, Ending Balance | $ / shares	$ 10.84
Expiration Date, Granted	February, 2023

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Shareholders' Equity (Details 3) - Equity Option [Member] - USD ($)		3 Months Ended	12 Months Ended
		Mar. 31, 2018	Dec. 31, 2017
Class of Stock [Line Items]
Number of Shares Underlying Options, Outstanding, Beginning balance		1,434
Number of Shares Underlying Options, Granted
Number of Shares Underlying Options, Exercised
Number of Shares Underlying Options, Expired
Number of Shares Underlying Options, Outstanding, Ending balance		1,434	1,434
Number of Shares Underlying Options, Outstanding and Exercisable		213
Weighted Average Exercise Price, Outstanding, Beginning balance		$ 154.78
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Expired
Weighted Average Exercise Price, Outstanding, Ending balance		154.78	$ 154.78
Weighted Average Exercise Price, Outstanding and Exercisable		154.78
Weighted Average Grant Date Fair Value, Outstanding, Beginning balance		4.78
Weighted Average Grant Date Fair Value, Granted
Weighted Average Grant Date Fair Value, Exercised
Weighted Average Grant Date Fair Value, Expired
Weighted Average Grant Date Fair Value, Outstanding, Ending balance		4.78	$ 4.78
Weighted Average Grant Date Fair Value, Outstanding and Exercisable		$ 4.78
Weighted Average Remaining Contractual Life, Outstanding		3 years 7 months 10 days	3 years 7 months 10 days
Weighted Average Remaining Contractual Life, Outstanding and Exercisable		3 years 7 months 10 days
Aggregate Intrinsic Value, Outstanding	[1]
Aggregate Intrinsic Value, Outstanding and Exercisable	[1]

[1] The aggregate intrinsic value is based on the $0.57 closing price as of March 29, 2018 for the Company's Common Stock.

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Shareholders' Equity (Details 4)	3 Months Ended
	Mar. 31, 2018 $ / shares shares
Summary of options outstanding by exercise price range
Options Outstanding, Number of Shares Underlying Options	1,434
Options Outstanding, Weighted Average Remaining Contractual Life	3 years 4 months 17 days
Options Exercisable, Number Exercisable	691
Stock Options [Member] | Range 1 [Member]
Summary of options outstanding by exercise price range
Options Outstanding, Exercise Price | $ / shares	$ 96.00
Options Outstanding, Number of Shares Underlying Options	28
Options Outstanding, Weighted Average Remaining Contractual Life	3 years 4 months 17 days
Options Exercisable, Number Exercisable	28
Options Exercisable, Exercise Price | $ / shares	$ 96.00
Stock Options [Member] | Range 2 [Member]
Summary of options outstanding by exercise price range
Options Outstanding, Exercise Price | $ / shares	$ 160.00
Options Outstanding, Number of Shares Underlying Options	1,406
Options Outstanding, Weighted Average Remaining Contractual Life	3 years 4 months 17 days
Options Exercisable, Number Exercisable	663
Options Exercisable, Exercise Price | $ / shares	$ 160.00

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Shareholders' Equity (Details Textual) - USD ($)		1 Months Ended				3 Months Ended		12 Months Ended
	Mar. 13, 2018	Feb. 21, 2018	Nov. 29, 2017	Jun. 30, 2017	Jun. 28, 2017	Mar. 31, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2014	Mar. 29, 2018	Jan. 26, 2018	Jan. 30, 2017	Jan. 24, 2017	Sep. 30, 2016
Shareholders' Equity (Textual)
Common stock, shares authorized						75,000,000		75,000,000
Common stock, par value						$ 0.025		$ 0.025
Common stock held in treasury						11,500		11,500
Offering costs								$ 3,000,000
Common stock issued to placement agent				300,000				112,800
Term of warrants			5 years	5 years				5 years
Warrants exercise price, per share					$ 1.90
Common stock, shares issued						2,148,080		1,832,372
Unrecognized compensation cost related to stock options						$ 32,000
Unrecognized compensation expense expected to be recognized						3 years
Stock issued for services rendered								5,000	25,859
Stock price						$ 0.57			$ 10.34				$ 2.95		$ 17.60
Exercise price						$ 0.95
Term (years)						4 years 10 months 25 days
Risk free rate of return						2.56%
Volatility						140.40%
Warrant liability						$ 701,590
Warrants issued												200,000
Board of Directors Chairman [Member]
Shareholders' Equity (Textual)
Common stock, shares authorized										1,438
Payments for repurchase of common stock										$ 230,000
Common stock, repurchase price per share										$ 20.00
Accredited investors [Member]
Shareholders' Equity (Textual)
Offering costs							$ 1,410,000	$ 3,000,000
Offering units, description							Each Unit comprised of (i) one (1) share of Series D Preferred Stock, par value $0.001 per share (the "Series D Preferred Stock"), (ii) fifteen (15) warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.025 per share ("Common Stock"), and (iii) three (3) shares of Common Stock, at a per unit purchase price of $10.00.	Each Unit comprised of (i) one (1) share of Series E Preferred Stock, par value $0.001 per share (the "Series E Preferred Stock"), (ii) fifteen (15) warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.025 per share ("Common Stock"), at a per unit purchase price of $10.00.
Convertible stock, shares issued						2,500
Underwriting Agreement [Member]
Shareholders' Equity (Textual)
Term of warrants					5 years
Warrants exercise price, per share														$ 4.13
Common stock, shares issued					2,000,000									3,000,000
Description of securities purchase agreement			The Company, entered into a Securities Purchase Agreement with five (5) accredited investors (the "Purchasers"). Pursuant to the Securities Purchase Agreement, the Purchasers purchased 1,868,933 shares of the Company's common stock, par value $0.025 per share at a price of $1.03 per share of Common Stock, 736,948 Series A Common Stock Purchase Warrants (the "Series A Warrants"), and 664,753 Series B Common Stock Purchase Warrants for an aggregate of $1,925,000. The Series A Warrants are exercisable immediately, at the price of $1.31 per share, and expire five years from the date of issuance. The Series B Warrants are exercisable on the date six months from the date of issuance, at the price of $1.31 per share, expiring five years from the initial exercise date.
Employee Compensation [Member]
Shareholders' Equity (Textual)
Common stock issued to placement agent						7,770
Acquisition Agreement [Member]
Shareholders' Equity (Textual)
Common stock issued to placement agent						1,250
Consulting Agreement [Member]
Shareholders' Equity (Textual)
Common stock issued to placement agent						31,250
American Science And Technology [Member]
Shareholders' Equity (Textual)
Common stock issued to placement agent						62,500
Exercise of Warrants [Member]
Shareholders' Equity (Textual)
Common stock issued to placement agent						313
Stock warrants [Member]
Shareholders' Equity (Textual)
Warrants exercise price, per share								$ 1.44
Common stock, shares issued						2,333,939		1,644,359
Common Stock [Member]
Shareholders' Equity (Textual)
Common stock, shares issued						315,708
Stock price											$ 0.57
Term (years)								5 years
Risk free rate of return								1.79%
Volatility								158.00%
Series D Preferred Stock [Member]
Shareholders' Equity (Textual)
Preferred stock, shares authorized						141,000		141,000
Preferred stock, shares issued						106,950		141,000
Preferred stock, shares outstanding						106,950		141,000
Common stock issued to placement agent						42,563
Warrants exercise price, per share						$ 0.94
Deemed dividend	$ 866,000					$ 212,000
Post modification fair value	1,269,000
Prior carrying balance	403,000
Converted stock						34,050
Series D Preferred Stock [Member] | Stock warrants [Member]
Shareholders' Equity (Textual)
Preferred stock, shares issued						34,050
Deemed dividend	$ 90,000
Series D Warrant Liability [Member]
Shareholders' Equity (Textual)
Stock price	$ 0.64					$ 0.57
Exercise price	$ 0.94					$ 0.94
Term (years)	4 years 6 months					4 years 5 months 12 days
Risk free rate of return	2.62%					2.57%
Volatility	140.40%					140.40%
Series E Warrant Liability [Member]
Shareholders' Equity (Textual)
Stock price	$ 0.64	$ 0.9600				$ 0.57
Exercise price	$ 0.94	$ 0.95				$ 0.94
Term (years)	4 years 6 months 29 days	5 years				4 years 6 months 10 days
Risk free rate of return	2.62%	2.69%				2.57%
Volatility	140.40%	152.90%				140.40%
Series E Preferred Stock [Member]
Shareholders' Equity (Textual)
Preferred stock, shares authorized						300,000		300,000
Preferred stock, shares issued						223,950		300,000
Preferred stock, shares outstanding						223,950		300,000
Percentage of dividend								20.00%
Common stock issued to placement agent						95,063		75,000
Convertible stock, shares issued						277,994
Deemed dividend	$ 1,760,783					$ 387,000
Post modification fair value	2,717,000
Prior carrying balance	$ 957,000
Converted stock						76,050
Series E Preferred Stock [Member] | Accredited investors [Member]
Shareholders' Equity (Textual)
Common stock issued to placement agent								75,000
Series E Preferred Stock [Member] | Stock warrants [Member]
Shareholders' Equity (Textual)
Common stock issued to placement agent								562,500
Deemed dividend						$ 145,000
Series F Preferred Stock [Member]
Shareholders' Equity (Textual)
Preferred stock, shares authorized						2,500		2,500				3,400
Preferred stock, shares issued						2,500		0
Preferred stock, shares outstanding						2,500		0
Offering costs						$ 2,002,000
Offering units, description						Each unit consisting of (i) 2,500 shares of Series F Preferred Stock, par value $0.001 per share, with a stated value of $1,000 per share (the "Series F Preferred Stock"); and (ii) 5,319,141 Series A warrants (the "Warrants") to purchase shares of the Company's common stock.
Percentage of dividend						8.00%
Common stock issued to placement agent						200,000
Placement agents aggregate cash fee						$ 180,000
Placement agent's expenses						40,000
Series F Preferred Stock [Member] | Accredited investors [Member]
Shareholders' Equity (Textual)
Offering costs						$ 2,250,000
Series F Preferred Stock [Member] | Stock warrants [Member]
Shareholders' Equity (Textual)
Common stock issued to placement agent						200,000
Term of warrants						5 years
Warrants exercise price, per share			$ 0.94			$ 0.95
Deemed dividend			$ 10,000
Warrants issued						5,319,143
Exercisable term						5 years
Series A Warrant Liability [Member]
Shareholders' Equity (Textual)
Deemed dividend						$ 4,214,000
Warrants fair value issuance						6,216,000
Warrant liability						4,499,243		$ 6,216,073
Unrealized gain on derivative liability						$ 1,700,000
Series A Preferred Stock [Member]
Shareholders' Equity (Textual)
Preferred stock, shares authorized						51		51
Preferred stock, shares issued						51		51
Preferred stock, shares outstanding						51		51
Preferred stock, voting rights, description						Each share of Series A Preferred Stock has no conversion rights, is senior to any other class or series of capital stock of the Company and has special voting rights. Each one (1) share of Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the "Numerator"), divided by (y) 0.49, minus (z) the Numerator.
Series B Preferred Stock [Member]
Shareholders' Equity (Textual)
Preferred stock, shares authorized						71,210		71,210
Preferred stock, shares issued						0		0
Preferred stock, shares outstanding						0		0
Preferred Stock [Member]
Shareholders' Equity (Textual)
Preferred stock, shares authorized						5,000,000

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Fair Value Measurement (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability	$ 13,399,107	$ 4,264,588
Stock warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability	8,778,582
Verifi Resource Group [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability	1,929,936	1,957,224
ALB shortfall provision [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability	2,690,589	2,307,363
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Stock warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Verifi Resource Group [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability
Significant Other Observable Inputs (Level 2) [Member] | Stock warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability
Significant Other Observable Inputs (Level 2) [Member] | Verifi Resource Group [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability
Significant Other Observable Inputs (Level 3) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability	13,399,107	4,264,588
Significant Other Observable Inputs (Level 3) [Member] | Stock warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability	8,778,582
Significant Other Observable Inputs (Level 3) [Member] | Verifi Resource Group [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability	1,929,934	1,957,225
Significant Other Observable Inputs (Level 3) [Member] | ALB shortfall provision [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability	$ 2,690,589	$ 2,307,363

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Fair Value Measurement (Details 1)	3 Months Ended
	Mar. 31, 2018 USD ($)
Business Acquisition [Line Items]
Balance December 31, 2017	$ 4,264,588
Balance March, 2018	13,399,107
Stock warrants [Member]
Business Acquisition [Line Items]
Balance December 31, 2017	2,307,363
Fair value adjustment	6,471,219
Balance March, 2018	8,778,582
Verifi Resource Group [Member]
Business Acquisition [Line Items]
Balance December 31, 2017	1,957,224
Fair value adjustment	(27,290)
Balance March, 2018	1,929,936
ALB shortfall provision [Member]
Business Acquisition [Line Items]
Balance December 31, 2017	2,307,363
Fair value adjustment	383,226
Balance March, 2018	$ 2,690,589

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Discontinued Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Total revenues	$ 14,401,325	$ 10,905,067
Total costs and expenses
Operating	10,140,299	6,987,386
Depreciation and amortization		3,035,424
Bad debt expense	40,089	178,488
Selling, general and administrative	2,159,280	2,125,843
Interest Expense	2,597,615	1,502,965
Other	8,187	(56,158)
Total costs and expenses	14,945,470	13,773,948
Pretax Loss from discontinued operations	(544,145)	(2,868,881)
(Provision) benefit for income taxes		(101,613)
Loss from discontinued operations	$ (544,145)	$ (2,970,494)

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Discontinued Operations (Details 1) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash	$ 544,177	$ 596,993
Short Term Investments - Restricted
Accounts Receivable	7,323,470	6,748,980
Other current assets	1,645,954	1,368,524
Total current assets held for sale	9,513,601	8,714,497
Noncurrent assets:
Property, plant and equipment	41,698,725	38,513,198
Landfill assets	21,611,134	19,781,123
Intangible assets	16,307,229	15,212,904
Goodwill	7,234,420	7,234,420
Other assets	190,741	190,741
Total noncurrent assets:	87,042,249	80,932,386
Current liabilities:
Accounts payable and accrued expenses	8,953,260	6,950,590
Deferred revenue	5,887,384	5,501,273
Derivative Liability
Current portion of capital leases	948,925	1,490,431
Current portion of long term debt	1,634,009	83,725,677
Total current liabilities	17,423,578	84,227,518
Noncurrent liabilities:
Asset retirement obligation	2,616,223	2,623,899
Deferred tax liability	218,297	218,297
Capital leases payable, net of current	7,782,931	7,531,538
Long term debt, net of current	80,086,943	6,934,264
Total noncurrent liabilities	$ 90,704,395	$ 17,307,998

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Discontinued Operations (Details 2) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Depreciation and amortization		$ 3,035,424
Accretion expense		56,000
Capital expenditures	$ 2,557,000	$ 1,400,000

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Discontinued Operations (Details 3) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Note payable incurred for acquisition	$ 3,692,000	$ 34,100,000
Common stock issued for acquisition	545,700	1,390,000
Property, plant and equipment additions financed by notes payable and capital leases	$ 577,194	$ 195,646

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Discontinued Operations (Details 4) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Business Acquisition [Line Items]
Balance, December 31, 2017	$ 1,459,407
Net loss	(7,737,790)	$ (3,022,690)
Balance, March 31, 2018	1,351,415
Tri City Recycling Center [Member]
Business Acquisition [Line Items]
Net loss	42,704
Tri-City dividend distribution [Member]
Business Acquisition [Line Items]
Net loss	(36,928)
LGMG, LLC [Member]
Business Acquisition [Line Items]
Net loss	$ (113,768)

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Discontinued Operations (Details Textual) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Discontinued Operations (Textual)
Payment seller parties in cash	$ 3,000,000
Outstanding indebtedness under Credit Agreement	$ 75,800,000
Warrant description	At the Closing, Attis will issue to Buyer a warrant to purchase shares of common stock, par value $0.025, of Attis, equal to two percent of the issued and outstanding shares of capital stock of Attis on a fully-diluted basis as of Closing (subject to adjustment as set forth in the Purchase Agreement) on such terms to be determined by Attis and Buyer.
Variable interest Entity [Member]
Discontinued Operations (Textual)
Total assets held for sale		$ 400,000
Liabilities held for sale		1,240,000
Gain or loss from discontinued operations		$ 40,000
Ownership percentage	20.00%
Terms of lease, description	The terms of the lease are for a period of 20 years with a 10 year renewal option. The lease includes an annual escalation in rent payments of 1.5%.

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Lease Accounting (Details Textual)	3 Months Ended
	Mar. 31, 2018 USD ($) shares
Patent License Agreement [Member]
Lease Accounting (Textual)
Monthly license fee	$ 50,000
Common stock value paid	$ 200,000
Common stock shares issued | shares	25,000
Monthly rent	$ 75,000
Restricted common stock Shares issued	$ 300,000
Restricted common stock value paid | shares	37,500
Option Agreement [Member]
Lease Accounting (Textual)
Description of business transactions	The Company the option to purchase the assets of AST for $2,500,000, in addition to certain royalty and other future payments (consisting of two tenths of a percent (0.2%) of all Buyer’s Biomass Feedstock Costs incurred in operating the Property as a biorefinery which has incorporated the technology contained in the Biorefinery Patents in its design, construction or operations. This royalty shall be paid annually no later than sixty (60) days after the close of Buyer’s fiscal year in which such Biomass Feedstock Costs were incurred by Buyer; and, (ii) Two Hundred Fifty Thousand and no/100ths Dollars ($250,000.00) for any third party owned biorefinery constructed, with Buyer’s written consent, employing the technology contained in the Biorefinery Patents. This royalty shall be paid within sixty (60) days after Buyer has received the full consideration due Buyer pursuant to the terms and conditions contained in such written consent.). The option is exercisable from date of execution through December 31, 2019.

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Segment and Related Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Segment Reporting Information [Line Items]
Service Revenues	$ 788,218
Net Income (loss)	(7,666,726)	$ (3,054,850)
Depreciation and Amortization	385,986	$ 2,998,766
Goodwill	5,279,207		$ 5,279,207
Total Assets	112,326,496		$ 103,556,158
Technologies [Member]
Segment Reporting Information [Line Items]
Service Revenues	788,000
Net Income (loss)	(2,172,000)
Depreciation and Amortization	306,000
Capital Expenditures	2,000
Goodwill	5,300,000
Total Assets	8,670,000
Innovations [Member]
Segment Reporting Information [Line Items]
Service Revenues
Net Income (loss)	(1,029,000)
Depreciation and Amortization	105,000
Capital Expenditures	2,700,000
Goodwill
Total Assets	5,219,000
Corporate [Member]
Segment Reporting Information [Line Items]
Service Revenues
Net Income (loss)	(4,537,000)
Depreciation and Amortization	21,000
Capital Expenditures	15,000
Goodwill
Total Assets	1,900,000
Summation [Member]
Segment Reporting Information [Line Items]
Service Revenues	788,000
Net Income (loss)	(7,738,000)
Depreciation and Amortization	432,000
Capital Expenditures	2,717,000
Goodwill	5,300,000
Total Assets	$ 15,789,000

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Subsequent Events (Details) - USD ($)	1 Months Ended			3 Months Ended
	Apr. 20, 2018	Mar. 30, 2018	Feb. 20, 2018	Mar. 31, 2018	Feb. 28, 2018	Jun. 28, 2017	Feb. 15, 2017	Aug. 26, 2016
Subsequent Events (Textual)
Sale of agreement amount			$ 3,000,000
Aggregate amount of loan							$ 89,100,000	$ 2,300,000
Reverse stock split				The Company completed a 1 for 8 reverse stock split on March 18, 2019.
Warrant exercise price						$ 1.90
New Credit Companies [Member]
Subsequent Events (Textual)
Aggregate amount of loan					$ 1,000,000
April 5, 2018 [Member]
Subsequent Events (Textual)
Closing bid price, description				The Company was notified by Nasdaq that the Company's closing bid price for the last 30 consecutive business days was less than $1.00 per share. As a result, the Company does not satisfy the continued listing requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 581(c)(3)(A) provides a compliance period of 180 calendar days to regain compliance.
Sunoco Retail LLC Transaction [Member]
Subsequent Events (Textual)
Purchase agreement, description		(i) provide an exception to the indemnification obligations of Seller Parties with respect to Losses (as defined in the Purchase Agreement) arising out of or relating to an acquisition of certain solid waste assets by an Acquired Entity following the execution date of the Purchase Agreement and the assets and liabilities assumed by such Acquired Entity in connection with the acquisition and (ii) to amend the description of the Company Warrant to provide that the Company Warrant Exercise Price shall be equal to the lower of (a) $1.25 or (b) the average of the daily high and low sale prices per share over the 30 days ending one day prior to the Closing, provided that such price shall not be less than $1.00 per share of Common Stock.
Prior Credit Agreement [Member]
Subsequent Events (Textual)
Aggregate amount of loan				$ 75,800,000
Subsequent Event [Member] | Sunoco Retail LLC Transaction [Member]
Subsequent Events (Textual)
Lease agreement, description	Upon the consummation of the Transaction (the "Closing"), Buyer paid Seller Parties $3.0 million in cash; satisfied $75.8 million of outstanding indebtedness under the Prior Credit Agreement (as defined below); and assumed the Acquired Entities' obligations under certain equipment leases and other operating indebtedness and obligations. At the Closing, the Seller Parties retained approximately $8.2 million of outstanding indebtedness under the New Credit Agreement (as defined below), including accrued interest in an aggregate amount approximately equal to $1.0 million, and all other assets and obligations of Meridian, the Technologies Business and the Innovations Business (each as defined below). Pursuant to the terms of the Purchase Agreement, at the Closing, Meridian issued to Buyer a warrant (the "Company Warrant") to purchase shares of Meridian's common stock, par value $0.025 equal to two percent of the issued and outstanding shares of capital stock of Meridian on a fully-diluted basis as of Closing (subject to adjustment as set forth therein and as more fully described in the Purchase Agreement and the Company Warrant) at a per share purchase price equal to $1.00 (the "Company Warrant Exercise Price").
Sale of agreement shares	106,605
Exercise price per share	$ 1.00
Sale of agreement amount	$ 100,000
Long term debt, description	The Loan matures on December 22, 2020, principal amounts of the Term Loans shall be repaid in consecutive quarterly installments of $350,000 on the last day of each fiscal quarter commencing on June 30, 2018, unless such Loan becomes due and payable earlier by acceleration or otherwise. So long as no default or event of default has occurred that is then continuing, the New Credit Companies have the option to convert any part of the Loan equal to $500,000 and integral multiples of $100,000 in excess thereof into a "Base Rate Loan" or a "LIBOR Rate Loan." Base Rate Loans bear interest at the greatest of (i) the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate in effect on such date, (ii) the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers in effect on such day, plus one-half of 1%, (iii) the sum of (1) the Adjusted LIBOR Rate (as defined below) for a period of one month and (2) 1.00%, in each instance, as of such day, and (iv) 4.25%, plus 7.00%. LIBOR Rate Loans bear interest at the greater of (i) the rate per annum obtained by dividing (a)(1) the rate per annum equal to the rate determined by the Administrative Agent to be the London interbank offered rate administered by the ICE Benchmark Administration for deposits with a term equivalent to such period in U.S. dollars displayed on the ICE LIBOR USD page of the Reuters screen (the "Eurodollar Screen Rate") or (2) in the event the Eurodollar Screen Rate is not available, the rate per annum equal to the offered rate that is set forth on or in such other available quotation page or service as is acceptable to the Administrative Agent in its sole discretion and the provide an average ICE Benchmark Administration Limited Interest Settlement Rate or another London interbank offered rate administered by any other person that takes over the administration of such rate for deposits with a term equivalent to such period in U.S. dollars, or (3) in the event the rates reference in preceding clauses (1) and (2) are not available or if such information, in the reasonable judgment of the Administrative Agent shall cease to accurately reflect the rate offered by leading banks in the London interbank market as reported by any publicly available source of similar market data selected by the Administrative Agent, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate (collectively, the "Adjusted LIBOR Rate") plus 8.00%.

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Restatement of Previously Issued Financial Statements (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Prepaid expenses and other assets	$ 969,963	$ 334,603
Total current assets	12,234,278	10,316,804
Property, plant and equipment, at cost net of accumulated depreciation	1,940,263	333,499
Patents	3,107,607
Total other assets	11,109,706	11,973,469
Total noncurrent assets held for sale	87,042,249	80,932,386
Total assets	112,326,496	103,556,158
Accrued expenses	1,926,676	820,458
Derivative and other fair value liabilities	11,469,171	2,307,363
Total current liabilities	37,672,608	97,667,971
Lease payable	1,288,709
Total long-term liabilities	102,355,092	21,310,686
Total liabilities	140,027,700	118,978,657
Common stock, par value $.025, 75,000,000 shares authorized, 2,148,080 and 1,832,372 shares issued and 2,141,393 and 1,830,969 shares outstanding, respectively	33,724	45,770
Common stock to be issued	4,935	90,018
Treasury stock, at cost, 11,500 shares	(28,031)	(28,031)
Additional paid in capital	59,699,039	66,286,763
Accumulated equity (deficit)	(92,728,320)	(85,061,593)
Total shareholders' equity/deficit	(31,749,142)	(18,135,382)
Noncontrolling interest	1,351,415	1,459,407
Total equity (deficit)	(30,397,727)	(16,675,975)
Total liabilities and shareholders' equity	112,326,496	$ 103,556,158
Adjustments [Member]
Prepaid expenses and other assets	464,879
Total current assets	464,879
Property, plant and equipment, at cost net of accumulated depreciation	(1,088,803)
Patents	(1,786,863)
Total other assets	(1,786,863)
Total noncurrent assets held for sale
Total assets	(2,410,786)
Accrued expenses	(1,340,599)
Derivative and other fair value liabilities	288,824
Total current liabilities	(1,051,775)
Lease payable	1,288,709
Total long-term liabilities	1,288,709
Total liabilities	236,935
Preferred Series E stock, cumulative, stated value $100 per share, par value $.001, 300,000 shares authorized, 223,950 and 300,000 shares issued and outstanding, respectively	19,631
Common stock, par value $.025, 75,000,000 shares authorized, 2,148,080 and 1,832,372 shares issued and 2,141,393 and 1,830,969 shares outstanding, respectively	(395,575)
Common stock to be issued	(34,544)
Treasury stock, at cost, 11,500 shares	196,219
Additional paid in capital	4,159,640
Accumulated equity (deficit)	(4,481,142)
Total shareholders' equity/deficit	(555,402)
Noncontrolling interest	(2,111,950)
Total equity (deficit)	(2,667,352)
Total liabilities and shareholders' equity	2,410,786
As Previously Reported [Member]
Prepaid expenses and other assets	505,084
Total current assets	11,769,399
Property, plant and equipment, at cost net of accumulated depreciation	3,029,066
Patents	4,894,470
Total other assets	12,896,569
Total noncurrent assets held for sale	87,042,249
Total assets	114,737,282
Accrued expenses	3,267,275
Derivative and other fair value liabilities	11,180,347
Total current liabilities	38,724,384
Lease payable
Total long-term liabilities	101,066,381
Total liabilities	139,790,764
Preferred Series E stock, cumulative, stated value $100 per share, par value $.001, 300,000 shares authorized, 223,950 and 300,000 shares issued and outstanding, respectively	2,676,892
Common stock, par value $.025, 75,000,000 shares authorized, 2,148,080 and 1,832,372 shares issued and 2,141,393 and 1,830,969 shares outstanding, respectively	429,299
Common stock to be issued	39,479
Treasury stock, at cost, 11,500 shares	(224,250)
Additional paid in capital	55,539,399
Accumulated equity (deficit)	(88,247,178)
Total shareholders' equity/deficit	(31,193,739)
Noncontrolling interest	3,463,365
Total equity (deficit)	(27,730,374)
Total liabilities and shareholders' equity	$ 114,737,282

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Restatement of Previously Issued Financial Statements (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Depreciation and amortization	$ 385,986	$ 19,744
Selling, general and administrative	3,813,431	1,934,303
Total costs and expenses	5,773,138	1,954,047
Unrealized gain (loss) on change in fair value of derivative and other fair value liabilities	(1,917,834)	(816,997)
Interest income	1,891
Interest expense	(320,072)	(192,513)
Total other income (expense)	(2,208,725)	1,901,851
Loss before income taxes	(7,193,645)	(52,196)
Provision for income taxes
Loss from continuing operations	(7,193,645)
Consolidated Net Loss	(7,737,790)	(3,022,690)
Net (gain) loss attributable to noncontrolling interest	(71,064)	32,160
Net loss available to common shareholders	$ (7,666,726)	$ (3,054,850)
Earnings per common share (basic and diluted):
Loss from continuing operations	$ (4.91)	$ (3.36)
Loss from discontinued operations	(0.25)
Net loss per common share	$ (5.16)	$ (7.91)
Weighted average number of shares outstanding (Basic and Diluted)	2,169,861	645,947
Adjustments [Member]
Depreciation and amortization	$ (46,494)
Selling, general and administrative	204,290
Total costs and expenses	157,796
Unrealized gain (loss) on change in fair value of derivative and other fair value liabilities	(4,234,195)
Interest income
Interest expense	(18,343)
Total other income (expense)	(4,252,538)
Loss before income taxes	(4,410,334)
Provision for income taxes
Loss from continuing operations	(4,410,334)
Consolidated Net Loss	(4,410,334)
Net (gain) loss attributable to noncontrolling interest	70,808
Net loss available to common shareholders	$ (4,481,142)
Earnings per common share (basic and diluted):
Loss from continuing operations	$ (2.03)
Loss from discontinued operations
Net loss per common share	$ (2.03)
Weighted average number of shares outstanding (Basic and Diluted)	2,169,861
As Previously Reported [Member]
Depreciation and amortization	$ 432,480
Selling, general and administrative	3,609,142
Total costs and expenses	5,615,343
Unrealized gain (loss) on change in fair value of derivative and other fair value liabilities	2,316,360
Interest income	1,892
Interest expense	(301,729)
Total other income (expense)	2,043,813
Loss before income taxes	(2,783,312)
Provision for income taxes
Loss from continuing operations	(2,783,312)
Consolidated Net Loss	(3,327,456)
Net (gain) loss attributable to noncontrolling interest	(141,872)
Net loss available to common shareholders	$ (3,185,584)
Earnings per common share (basic and diluted):
Loss from continuing operations	$ (2.88)
Loss from discontinued operations	(0.25)
Net loss per common share	$ (3.13)
Weighted average number of shares outstanding (Basic and Diluted)	2,169,861

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Restatement of Previously Issued Financial Statements (Details 2) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net loss	$ (7,737,790)	$ (3,022,690)
Depreciation and amortization	385,986	2,998,766
Unrealized (gain)/loss on fair value and derivative liabilities	(1,926,013)	(554,112)
Prepaid expenses and other current assets	(243,619)	(324,244)
Accounts payable and accrued expenses	3,418,456	$ (1,383,897)
Adjustments [Member]
Net loss	(4,410,334)
Depreciation and amortization	(46,494)
Unrealized (gain)/loss on fair value and derivative liabilities	4,234,195
Prepaid expenses and other current assets	204,290
Accounts payable and accrued expenses	18,343
As Previously Reported [Member]
Net loss	(3,327,456)
Depreciation and amortization	432,480
Unrealized (gain)/loss on fair value and derivative liabilities	(2,308,182)
Prepaid expenses and other current assets	(447,909)
Accounts payable and accrued expenses	$ 3,418,456

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Restatement of Previously Issued Financial Statements (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Restatement of Previously Issued Financial Statements (Textual)
Common stock, par value	$ 0.025		$ 0.025
Common stock, shares authorized	75,000,000		75,000,000
Common stock, shares issued	2,148,080		1,832,372
Common stock, shares outstanding	2,141,393		1,830,969
Treasury stock, shares	11,500		11,500
Proceeds from issuance of series F preferred stock, net of placement fees	$ 248,000
Description of previously issued financial statements	The impact of this adjustment by itself was an increase to APIC of $4.2MM  for the three months ending March 31, 2018 and a reduction of earnings of $4.2MM. Additionally, the Company issued public warrants in June 2017. Since the ability to issue these shares is deemed to be "out of the Company's control" to make sure there are sufficient shares available for issuance, combined with the fact that there is not specific language in the warrant documents that preclude the Company from having to issue cash if liquid shares cannot be delivered to the holder, it is deemed that a liability needs to be set up for these warrants in accordance with ASC 815 Accounting for Derivative Liabilities. Specifically, per 815-40-25-11, the events or actions necessary to deliver registered shares are not controlled by an entity and, therefore, except under the circumstances described in paragraph 815-40-25-16, if the contract permits the entity to net share or physically settle the contract only by delivering registered shares, it is assumed that the entity will be required to net cash settle the contract. As a result, the contracts are classified as a liability in our financial statements and adjusted quarterly based the change in stock value. The cumulative effect of these restatements, combined with other immaterial adjustments was an increase in liabilities of $288,824, an increase in Preferred E stock of $19,631, an increase in APIC of $4,085,247, a decrease of common stock of $159,507, and a decrease in the fair value of derivative liabilities of $4,234,195, which increased the loss on change in fair value of derivatives and other fair value liabilities in the statement of operations.
Series E Preferred Stock [Member]
Restatement of Previously Issued Financial Statements (Textual)
Preferred stock, stated value	$ 100		$ 100
Preferred stock, par value	$ 0.001		$ 0.001
Preferred stock, shares authorized	300,000		300,000
Preferred stock, shares issued	223,950		300,000
Preferred stock, shares outstanding	223,950		300,000