8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 17, 2014

BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC.

(Exact name of registrant as specified in its charter)

New York	001-13984	13-3832215
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12540 Broadwell Road, Suite 1203

Milton, Georgia 30004

(Address of Principal Executive Offices)

(678) 871-7457

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Forward Looking Statements

This Current Report on Form 8-K and other reports filed by registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that is based upon beliefs of, and information currently available to, registrant’s management, as well as estimates and assumptions made by registrant’s management. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to registrant or registrant’s management identify forward-looking statements. Such statements reflect the current view of registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this Current Report on Form 8-K entitled “Risk Factors”) relating to registrant’s industry and registrant’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Current Report on Form 8-K. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Current Report on Form 8-K to conform our statements to actual results or changed expectations, or the results of any revision to these forward-looking statements.

Item 1.01Entry Into A Material Definitive Agreement

On October 17, 2014, Brooklyn Cheesecake & Desserts Company, Inc. (the “Company”) entered into that certain Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among Here to Serve Holding Corp., a Delaware corporation, as seller (“Here to Serve”), the Company, as parent, Brooklyn Cheesecake & Dessert Acquisition Corp., a wholly-owned subsidiary of the Company, as buyer (the “Acquisition Corp.”), the Chief Executive Officer of the Company (the “Company Executive”), the majority shareholder of the Company (the “Company Majority Shareholder”) and certain shareholders of Here to Serve (the “Here to Serve Shareholders”), pursuant to which the Acquisition Corp acquired from Here to Serve all of Here to Serve’s right, title and interest in and to (i) 100% of the membership interests of Here to Serve – Missouri Waste Division, LLC d/b/a Meridian Waste, a Missouri limited liability company (“HTS Waste”); (ii) 100% of the membership interests of Here to Serve Technology, LLC, a Georgia limited liability company (“HTS Tech”); and (iii) 100% of the membership interests of Here to Serve – Georgia Waste Division, LLC, a Georgia limited liability company (“HTS Waste Georgia”, and together with HTS Waste and HTS Tech, collectively, the “Membership Interests”).  As consideration for the Membership Interests, on October 31, 2014 (the "Closing Date") (i) the Company issued to Here to Serve 9,054,134 shares of the Company’s common stock valued at $0.35 per share or $3,168.95 according to the closing price of the Company’s common stock on October 17, 2014, (the “Common Stock”); (ii) the Company issued to the holder of Class A Preferred Stock of Here to Serve (“Here to Serve’s Class A Preferred Stock”) 51 shares of the Company’s to-be-designated Class A Preferred Stock valued at $0.051 (the “Class A Preferred Stock”), which Class A Preferred Stock shall have the rights and preferences as described in the Purchase Agreement; (iii) the Company issued to the holder of Class B Preferred Stock of Here to Serve (Here to Serve’s Class B Preferred Stock”) an aggregate of 71,120 shares of the Company’s to-be-designated Class B Preferred Stock valued at $71 (the “Class B Preferred Stock”), which Class B Preferred Stock shall have the rights and preferences as described in the Purchase Agreement (the Common Stock, the Class A Preferred Stock and the Class B Preferred Stock are referred to as the “Purchase Price Shares;”), and (iv) the Company shall assume certain assumed liabilities valued at approximately $15,637,242 (the “Initial Consideration”).

As further consideration, on the Closing Date of the transaction contemplated under the Purchase Agreement, (i) in satisfaction of all accounts payable and shareholder loans, Here to Serve paid to the Company Majority Shareholder $70,000 and (ii) Here to Serve purchased from the Company Majority Shareholder 230,000 shares of the Company’s common stock for a purchase price of $230,000, with such shares cancelled immediately after such purchase.  Pursuant to the Purchase Agreement, to the extent Purchase Price Shares are issued to individual shareholders of Here to Serve at or upon closing of the Purchase Agreement: (i) shares of common stock of Here to Serve held by the individuals listed on Schedule 2.2 of the Purchase Agreement valued at $2,564,374.95 will be cancelled in accordance with such Schedule 2.2; (ii) 1,000,000 shares of Here to Serve’s Class A Preferred Stock valued at $1,000 will be cancelled; and (iii) 71,120 shares of Here to Serve’s Class B Preferred Stock valued at $7,121,000 will be cancelled (the “Additional Consideration”).

The closing of the Purchase Agreement resulted in a change of control of Brooklyn Cheesecake & Desserts Company, Inc.

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The description of the Purchase Agreement set forth above is qualified in its entirety by reference to the full text of such Purchase Agreement filed on October 22, 2014 as Exhibit 10.1 to the Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01Completion of Acquisition or Disposition of Assets

CLOSING OF THE AGREEMENT

As described in Item 1.01 above, on October 17, 2014, the Company entered into the Purchase Agreement which, on the Closing Date,  resulted in the Company acquiring the LLC Membership Interests. In exchange, the Company issued to the entities described above in Item 1.01, their designees or assigns, the Initial Consideration and the Additional Consideration.

Following the above transactions, there are 9,963,418 shares of the Company’s common stock issued and outstanding.

The directors of the Company have approved the Purchase Agreement and the transactions contemplated under the Purchase Agreement. The directors of Here to Serve and the Here to Serve Shareholders have approved the Purchase Agreement and the transactions contemplated thereunder. Immediately following the above described transactions, the Company changed its business plan to that of Here to Serve.

References to “we”, “our”, “us”, or “our Company”, from this point forward refer to Brooklyn Cheesecake & Desserts Company, Inc. as currently constituted with Brooklyn Cheesecake & Dessert Acquisition Corp., as our operating subsidiary, as owner of the business of Here to Serve and the limited liability companies owned and operated thereunder.

BUSINESS OF HERE TO SERVE HOLDING CORP.

Overview

Here To Serve Holding Corp., f/k/a F3 Technologies, Inc. (the “Company” or “Here to Serve,”) was incorporated in the State of Delaware as New Ithaca Corporation on September 22, 1983. Here to Serve is a holding company and, prior to the closing of the Purchase Agreement, was the sole owner of all membership interests in Here to Serve – Missouri Waste Division, LLC d/b/a Meridian Waste, a Missouri limited liability company (“HTS Waste”); (ii) Here to Serve Technology, LLC, a Georgia limited liability company (“HTS Tech”); and (iii) Here to Serve – Georgia Waste Division, LLC, a Georgia limited liability company (“HTS Waste Georgia”).  A description of the business of each such company follows.  

Here to Serve – Missouri Waste Division, LLC d/b/a Meridian Waste

HTS Waste is a non-hazardous solid waste management company providing collection services for approximately 40,000 commercial, industrial and residential customers in Missouri. We own one collection operation based out of Bridgeton, Missouri.  Approximately 100% of HTS Waste’s 2013 revenue was from collection, utilizing over 60 collection vehicles.

Here to Serve began non-hazardous waste collection operations in May 2014 upon our acquisition of nearly all of the assets from Meridian Waste Service, LLC that in turn became the core of our operations. From our formation through today, we have begun to create the infrastructure needed to expand our operations through acquisitions and market development opportunities.

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Waste Industry Overview

The non-hazardous solid waste industry can be divided into the following three categories: collection, transfer and disposal services.  Companies engaging in collection and/or transfer operations of solid waste typically have lower margins than those performing disposal service operations.  By vertically integrating collection, transfer and disposal operations, operators seek to capture significant waste volumes and improve operating margins.

During the past four decades, our industry has experienced periods of substantial consolidation activity; however, we believe significant fragmentation remains.  We believe that there are two primary factors that lead to consolidation:

● Stringent industry regulations have caused operating and capital costs to rise, with many local industry participants finding these costs difficult to bear and deciding to either close their operations or sell them to larger operators; and

● Larger operators are increasingly pursuing economies of scale by vertically integrating their operations or by utilizing their facility, asset and management infrastructure over larger volumes and, accordingly, larger solid waste collection and disposal companies have become more cost-effective and competitive by controlling a larger waste stream and by gaining access to significant financial resources to make acquisitions.

Integration and Acquisitions

Vertical Integration and Internalization

Vertical integration is a key element of our operating strategy for the future because it will allow us to manage the waste stream from the point of collection through disposal, thereby maximizing the rate of waste internalization, increasing our operating margins and improving our operating cash flows.  Internalization refers to the disposal of collected waste into the landfills we own.  All collected waste must ultimately be processed or disposed of, with landfills being the main depository for such waste.  Generally, the most cost efficient collection services occur within a 35-mile operating radius from the disposal site (up to 100 miles if a transfer station is used).  Collection companies that do not own a landfill within such range from their collection routes will usually have to dispose of the waste they collect in landfills owned by third parties.  Thus, owning a landfill in a market area would provide substantial leverage in the waste management business.  We do not currently own any landfills as part of our operations. We currently have access to landfills located in St. Louis, Missouri and are actively seeking to purchase or lease a landfill, transfer station or waste-to-energy facility in order to internalize our existing volume. At this time, we have not located a landfill, transfer station or waste-to-energy facility for a lease or purchase.

Acquisition History and Outlook

Acquisitions will play a key role in our planned revenue growth and expansion into new markets.  Our acquisition of Meridian Waste Services, LLC currently provides us a platform and infrastructure to make additional acquisitions in the near future. We strive to integrate all of our completed acquisitions into our existing operations as soon as feasible; however, based on our current trajectory it may take up to a year to fully realize operating synergies for the acquisitions that we completed.  

In 2015, we intend to continue seeking and pursuing attractive acquisition opportunities that enable us to grow our current operations based on (i) new markets, (ii) acquiring disposal and transfer capacity, and (iii) waste streams opportunities.  In 2015, we may consider a secondary offering to raise capital for immediate acquisition targets, secure a robust senior credit facility and register available authorized shares of our capital stock to pursue and consummate acquisitions that enable us to effectively build a comprehensive waste solutions enterprise.

HTS Waste Operations and Customers

The operations of HTS Waste consist of the collection of solid waste.

Customers

HTS Waste has a broad and diverse customer base.   We have two municipal contracts that accounted for 32% and 35% and 21% and 23% of HTS Waste’s long-term contracted revenue for the years ended December 31, 2013 and 2012 respectively.  

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Collection Services

HTS Waste provides solid waste collection services to approximately 40,000 industrial, commercial and residential customers in the Metropolitan St. Louis, Missouri area.  In 2013, its collection revenue consisted of approximately 14% from services provided to industrial customers, 21% from services provided to commercial customers and 65% from services provided to residential customers.

In our commercial collection operations, we supply our customers with waste containers of various types and sizes.  These containers are designed so that they can be lifted mechanically and emptied into a collection truck to be transported to a disposal facility.  By using these containers, we can service most of our commercial customers with trucks operated by a single employee.  Commercial collection services are generally performed under service agreements with a duration of one to five years with possible renewal options.  Fees are generally determined by such considerations as individual market factors, collection frequency, the type of equipment we furnish, the type and volume or weight of the waste to be collected, the distance to the disposal facility and the cost of disposal.

Residential solid waste collection services often are performed under contracts with municipalities, which we generally secure by competitive bid and which give us exclusive rights to service all or a portion of the homes in these municipalities.  These contracts usually range in duration from one to five years with possible renewal options.  Residential solid waste collection services may also be performed on a subscription basis, in which individual households or homeowners’ or similar associations contract directly with us.  The fees received for residential collection are based primarily on market factors, frequency and type of service, the distance to the disposal facility and the cost of disposal.

Additionally, we rent waste containers and provide collection services to construction, demolition and industrial sites.  We load the containers onto our vehicles and transport them with the waste to either a landfill or a transfer station for disposal.  We refer to this as “roll-off” collection.  Roll-off collection services are generally performed on a contractual basis.  Contract terms tend to be shorter in length and may vary according to the customers’ underlying projects.

Transfer and Disposal Services

Landfills are the main depository for solid waste in the United States.  Solid waste landfills are built, operated, and tied to a state permit under stringent federal, state and local regulations.  Currently, solid waste landfills in the United States must be designed, permitted, operated, closed and maintained after closure in compliance with federal, state and local regulations pursuant to Subtitle D of the Resource Conservation and Recovery Act of 1976, as amended.  We do not operate hazardous waste landfills, which are subject to even greater regulations.  Operating a solid waste landfill includes excavating, constructing liners, continually spreading and compacting waste and covering waste with earth or other inert material as required, final capping, closure and post-closure monitoring.  The objectives of these operations are to maintain sanitary conditions, to ensure the best possible use of the airspace and to prepare the site so that it can ultimately be used for other end use purposes.

Access to a disposal facility is a necessity for all solid waste management companies.  While access to disposal facilities owned or operated by third parties can be obtained, we believe that it is preferable to internalize the waste streams when possible.

Transfer stations will allow us to consolidate waste for subsequent transfer in larger loads, thereby making disposal in our otherwise remote landfills economically feasible.  A transfer station is a facility located near residential and commercial collection routes where collection trucks take the solid waste that has been collected.  The waste is unloaded from the collection trucks and reloaded onto larger transfer trucks for transportation to a landfill for final disposal.  In addition to increasing our ability to internalize the waste that our collection operations collect, using transfer stations reduces the costs associated with transporting waste to final disposal sites because the trucks we use for transfer have a larger capacity than collection trucks, thus allowing more waste to be transported to the disposal facility on each trip.  It also increases the efficiency of our collection personnel and equipment because it allows them to focus more on collection.  

Competition

The solid waste collection and disposal industry is highly competitive and fragmented and requires substantial labor and capital resources.  The industry presently includes large, publicly-held, national waste companies such as Republic Services, Inc. and Waste Management, Inc., as well as numerous other public and privately-held waste companies.  In our existing market and certain of the markets in which we will likely compete are served by one or more of these companies, as well as by numerous privately-held regional and local solid waste companies of varying sizes and resources, some of which have accumulated substantial goodwill in their markets.  We also compete with operators of alternative disposal facilities and with counties, municipalities and solid waste districts that maintain their own waste collection and disposal operations.  Public sector operations may have financial advantages over us because of their access to user fees and similar charges, tax revenues and tax-exempt financing.

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We compete for collection based primarily on geographic location and the price and quality of our services.  From time to time, our competitors may reduce the price of their services in an effort to expand their market share or service areas or to win competitively bid municipal contracts.  These practices may cause us to reduce the price of our services or, if we elect not to do so, to lose business.

The solid waste collection and disposal industry has undergone significant consolidation, and, as a result of this consolidation, we encounter competition in our efforts to acquire landfills, transfer stations and collection operations.  Competition exists not only for collection, transfer and disposal volume but also for acquisition candidates.  We generally compete for acquisition candidates with large, publicly-held waste management companies, private equity backed firms as well as numerous privately-held regional and local solid waste companies of varying sizes and resources.  Competition in the disposal industry may also be affected by the increasing national emphasis on recycling and other waste reduction programs, which may reduce the volume of waste deposited in landfills.  Accordingly, it may become uneconomical for us to make further acquisitions or we may be unable to locate or acquire suitable acquisition candidates at price levels and on terms and conditions that we consider appropriate, particularly in markets we do not already serve.

Sales and Marketing

We focus our marketing efforts on increasing and extending business with existing customers, as well as increasing our new customer base.  Our sales and marketing strategy is to provide prompt, high quality, comprehensive solid waste collection to our customers at competitive prices.  We target potential customers of all sizes, from small quantity generators to large companies and municipalities.  Because the waste collection and disposal business is a highly localized business, most of our marketing activity is local in nature.  

Government Contracts

We are party to contracts with municipalities and other associations and agencies.  Many of these contracts are or will be subject to competitive bidding.  We may not be the successful bidder, or we may have to substantially lower prices in order to be the successful bidder.  In addition, some of our customers may have the right to terminate their contracts with us before the end of the contract term.

Municipalities may annex unincorporated areas within counties where we provide collection services, and as a result, our customers in annexed areas may be required to obtain service from competitors who have been franchised or contracted by the annexing municipalities to provide those services.  Some of the local jurisdictions in which we currently operate grant exclusive franchises to collection and disposal companies, others may do so in the future, and we may enter markets where franchises are granted by certain municipalities, thereby reducing the potential market opportunity for us.

Regulation

Our business is subject to extensive and evolving federal, state and local environmental, health, safety and transportation laws and regulations.  These laws and regulations are administered by the U.S. Environmental Protection Agency, or EPA, and various other federal, state and local environmental, zoning, air, water, transportation, land use, health and safety agencies.  Many of these agencies regularly inspect our operations to monitor compliance with these laws and regulations.  Governmental agencies have the authority to enforce compliance with these laws and regulations and to obtain injunctions or impose civil or criminal penalties in cases of violations.  We believe that regulation of the waste industry will continue to evolve, and we will adapt to future legal and regulatory requirements to ensure compliance.

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Our operations are subject to extensive regulation, principally under the federal statutes described below.

The Resource Conservation and Recovery Act of 1976, as amended, or RCRA.  RCRA regulates the handling, transportation and disposal of hazardous and non-hazardous wastes and delegates authority to states to develop programs to ensure the safe disposal of solid wastes.  On October 9, 1991, the EPA promulgated Solid Waste Disposal Facility Criteria for non-hazardous solid waste landfills under Subtitle D of RCRA.  Subtitle D includes location standards, facility design and operating criteria, closure and post-closure requirements, financial assurance standards and groundwater monitoring, as well as corrective action standards, many of which had not commonly been in place or enforced at landfills.  Subtitle D applies to all solid waste landfill cells that received waste after October 9, 1991, and, with limited exceptions, required all landfills to meet these requirements by October 9, 1993. All states in which we operate have EPA-approved programs which implemented at least the minimum requirements of Subtitle D and in some states even more stringent requirements.

The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or CERCLA.  CERCLA, which is also known as Superfund, addresses problems created by the release or threatened release of hazardous substances (as defined in CERCLA) into the environment.  CERCLA’s primary mechanism for achieving remediation of such problems is to impose strict joint and several liability for cleanup of disposal sites on current owners and operators of the site, former site owners and operators at the time of disposal and parties who arranged for disposal at the facility (i.e., generators of the waste and transporters who select the disposal site).  The costs of a CERCLA cleanup can be substantial.  Liability under CERCLA is not dependent on the existence or intentional disposal of “hazardous wastes” (as defined under RCRA), but can also be based upon the release or threatened release, even as a result of lawful, unintentional and non-negligent action, of any one of the more than 700 “hazardous substances” listed by the EPA, even in minute amounts.

The Federal Water Pollution Control Act of 1972, as amended, or the Clean Water Act.  This act establishes rules regulating the discharge of pollutants into streams and other waters of the United States (as defined in the Clean Water Act) from a variety of sources, including solid waste disposal sites.  If runoff from our landfills or transfer stations may be discharged into surface waters, the Clean Water Act requires us to apply for and obtain discharge permits, conduct sampling and monitoring and, under certain circumstances, reduce the quantity of pollutants in those discharges.  In 1990, the EPA issued additional rules under the Clean Water Act, which establish standards for management of storm water runoff from landfills and which require landfills that receive, or in the past received, industrial waste to obtain storm water discharge permits.  In addition, if a landfill or transfer station discharges wastewater through a sewage system to a publicly-owned treatment works, the facility must comply with discharge limits imposed by the treatment works.  Also, if development of a landfill may alter or affect “wetlands,” the owner may have to obtain a permit and undertake certain mitigation measures before development may begin.  This requirement is likely to affect the construction or expansion of many solid waste disposal sites.

 The Clean Air Act of 1970, as amended, or the Clean Air Act.  The Clean Air Act provides for increased federal, state and local regulation of the emission of air pollutants.  The EPA has applied the Clean Air Act to solid waste landfills and vehicles with heavy duty engines, such as waste collection vehicles.  Additionally, in March 1996, the EPA adopted New Source Performance Standards and Emission Guidelines (the “Emission Guidelines”) for municipal solid waste landfills to control emissions of landfill gases.  These regulations impose limits on air emissions from solid waste landfills.  The Emission Guidelines impose two sets of emissions standards, one of which is applicable to all solid waste landfills for which construction, reconstruction or modification was commenced before May 30, 1991.  The other applies to all municipal solid waste landfills for which construction, reconstruction or modification was commenced on or after May 30, 1991.  The Emission Guidelines are being implemented by the states after the EPA approves the individual state’s program.  These guidelines, combined with the new permitting programs established under the Clean Air Act, subject solid waste landfills to significant permitting requirements and, in some instances, require installation of gas recovery systems to reduce emissions to allowable limits.  The EPA also regulates the emission of hazardous air pollutants from municipal landfills and has promulgated regulations that require measures to monitor and reduce such emissions.

Climate Change.  A variety of regulatory developments, proposals or requirements have been introduced that are focused on restricting the emission of carbon dioxide, methane and other gases known as greenhouse gases.  Congress has considered legislation directed at reducing greenhouse gas emissions.  There has been support in various regions of the country for legislation that requires reductions in greenhouse gas emissions, and some states have already adopted legislation addressing greenhouse gas emissions from various sources.  In 2007, the U.S. Supreme Court held in Massachusetts, et al. v. EPA that greenhouse gases are an “air pollutant” under the federal Clean Air Act and, thus, subject to future regulation.  In a move toward regulating greenhouse gases, on December 15, 2009, the EPA published its findings that emission of carbon dioxide, methane and other greenhouse gases present an endangerment to human health and the environment because greenhouse gases are, according to EPA, contributing to climate change.  On October 30, 2009, the EPA published the greenhouse gas reporting final rule, effective December 29, 2009, which establishes a new comprehensive scheme requiring certain specified industries as well as operators of stationary sources emitting more than established annual thresholds of carbon dioxide-equivalent greenhouse gases to inventory and report their greenhouse gas emissions annually.  Municipal solid waste landfills are subject to the rule.  EPA proposed regulations that would require a reduction in emissions of greenhouse gases from motor vehicles.  Finally, according to the EPA, the final motor vehicle greenhouse gas standards will trigger construction and operating permit requirements for stationary sources.  As a result, the EPA has proposed to tailor these programs such that only large stationary sources will be required to have air permits that authorize greenhouse gas emissions.

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The Occupational Safety and Health Act of 1970, as amended, or OSHA.  OSHA establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration and various record keeping, disclosure and procedural requirements.  Various standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to our operations.

Flow Control/Interstate Waste Restrictions.  Certain permits and approvals, as well as certain state and local regulations, may limit a landfill or transfer station to accepting waste that originates from specified geographic areas, restrict the importation of out-of-state waste or wastes originating outside the local jurisdiction or otherwise discriminate against non-local waste.  These restrictions, generally known as flow control restrictions, are controversial, and some courts have held that some flow control schemes violate constitutional limits on state or local regulation of interstate commerce.  From time to time, federal legislation is proposed that would allow some local flow control restrictions.  Although no such federal legislation has been enacted to date, if such federal legislation should be enacted in the future, states in which we own landfills could limit or prohibit the importation of out-of-state waste or direct that wastes be handled at specified facilities.  Such state actions could adversely affect our landfills.  These restrictions could also result in higher disposal costs for our collection operations.  If we were unable to pass such higher costs through to our customers, our business, financial condition and operating results could be adversely affected.

Certain state and local jurisdictions may also seek to enforce flow control restrictions through local legislation or contractually.  In certain cases, we may elect not to challenge such restrictions.  These restrictions could reduce the volume of waste going to landfills in certain areas, which may adversely affect our ability to operate our landfills at their full capacity and/or reduce the prices that we can charge for landfill disposal services.  These restrictions may also result in higher disposal costs for our collection operations.  If we were unable to pass such higher costs through to our customers, our business, financial condition and operating results could be adversely affected.

State and Local Regulation.  Each state in which we now operate or may operate in the future has laws and regulations governing the generation, storage, treatment, handling, transportation and disposal of solid waste, occupational safety and health, water and air pollution and, in most cases, the siting, design, operation, maintenance, closure and post-closure maintenance of landfills and transfer stations.  State and local permits and approval for these operations may be required and may be subject to periodic renewal, modification or revocation by the issuing agencies.  In addition, many states have adopted statutes comparable to, and in some cases more stringent than, CERCLA.  These statutes impose requirements for investigation and cleanup of contaminated sites and liability for costs and damages associated with such sites, and some provide for the imposition of liens on property owned by responsible parties.  Furthermore, many municipalities also have ordinances, local laws and regulations affecting our operations.  These include zoning and health measures that limit solid waste management activities to specified sites or activities, flow control provisions that direct or restrict the delivery of solid wastes to specific facilities, laws that grant the right to establish franchises for collection services and then put such franchises out for bid and bans or other restrictions on the movement of solid wastes into a municipality.

Permits or other land use approvals with respect to a landfill, as well as state or local laws and regulations, may specify the quantity of waste that may be accepted at the landfill during a given time period and/or specify the types of waste that may be accepted at the landfill.  Once an operating permit for a landfill is obtained, it must generally be renewed periodically.

There has been an increasing trend at the state and local level to mandate and encourage waste reduction and recycling and to prohibit or restrict the disposal in landfills of certain types of solid wastes, such as yard wastes, beverage containers, unshredded tires, lead-acid batteries, paper, cardboard and household appliances. 

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Many states and local jurisdictions have enacted “bad boy” laws that allow the agencies that have jurisdiction over waste services contracts or permits to deny or revoke these contracts or permits based on the applicant’s or permit holder’s compliance history.  Some states and local jurisdictions go further and consider the compliance history of the parent, subsidiaries or affiliated companies, in addition to that of the applicant or permit holder. These laws authorize the agencies to make determinations of an applicant’s or permit holder’s fitness to be awarded a contract to operate and to deny or revoke a contract or permit because of unfitness unless there is a showing that the applicant or permit holder has been rehabilitated through the adoption of various operating policies and procedures put in place to assure future compliance with applicable laws and regulations.

Some state and local authorities enforce certain federal laws in addition to state and local laws and regulations. For example, in some states, RCRA, OSHA, parts of the Clean Air Act and parts of the Clean Water Act are enforced by local or state authorities instead of the EPA, and in some states those laws are enforced jointly by state or local and federal authorities.

Public Utility Regulation.  In many states, public authorities regulate the rates that landfill operators may charge.  

Seasonality

Based on our industry and our historic trends, we expect our operations to vary seasonally.  Typically, revenue will be highest in the second and third calendar quarters and lowest in the first and fourth calendar quarters.  These seasonal variations result in fluctuations in waste volumes due to weather conditions and general economic activity.  We also expect that our operating expenses may be higher during the winter months due to periodic adverse weather conditions that can slow the collection of waste, resulting in higher labor and operational costs.  

Employees

As of December 12, 2014, we have approximately 87 full-time employees.  None of our employees are represented by a labor union.   We have not experienced any work stoppages and we believe that our relations with our employees are good.

Here to Serve – Georgia Waste Division, LLC

Here to Serve – Georgia Waste Division, LLC was formed to locate and acquire a waste facility in Georgia which would be owned and operated by the Company. At this time, we have not located any potential waste facilities for a future acquisition. We are not aware of the estimated schedule for any potential future acquisition or estimated amount of capital required to consummate a potential future acquisition at this time.

Here To Serve Technology, LLC

HTS Tech is currently in the business of designing, developing and selling mobile based apps for smartphones and computers to the general public as well as Enterprise versions.

Current Portfolio

cConnectsTM is a cloud-based mobile app used as a micro-scheduling solution, as well as a fleet/asset management system. It allows users in any industry to connect with their customers, vendors and internal organization without wasting time using the current switch board type operations of the current phone system. cConnects was created to maximize time for its users, reduce costs to deliver products and services, provide new technology to an aging business model, while changing the future of customer service.

Most competitors of cConnects must have a hardware and software component to make their systems work. cConnects is mobile app based. In addition, known competitors to cConnects are not cross-platform capable and take years of implementation and millions of dollars of capital to execute.

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HTS – Home Watch, HTS – Lockbox & HTS – Citizen Alert

These products were purchased by HTS Tech in August 2014 from Interactive Defense, LLC.  These products are in the late stages of development and will be sold as Social and Enterprise versions to municipal governments and residents of municipalities.

Discontinued Operations and Investments

Ascend™ Global Business System – Ascend™ was an online software as a service (SaaS) product created by the former F3 Technologies development team.  It has been since been discontinued.

Record Management System (“RMS”) was a product being developed by Interactive Defense, LLC.  RMS was financed by HTST until 1st Quarter 2014 when it was discontinued.

FargoTube was a product developed by the former F3 Technologies development team.  FargoTube was discontinued in 2013.

Available Information

We electronically file certain documents with the Securities and Exchange Commission (the SEC).  We file annual reports on Form 10-K; quarterly reports on Form 10-Q; and current reports on Form 8-K (as appropriate); along with any related amendments and supplements thereto.  From time-to-time, we may also file registration statements and related documents in connection with equity or debt offerings.  You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  You may obtain information regarding the Public Reference Room by calling the SEC at 1-800-SEC-0330.  In addition, the SEC maintains an internet website at www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC.

DESCRIPTION OF PROPERTY

Our principal office is located at 12540 Broadwell Road, Suite 1203, Milton, Georgia and is an approximately 3,500 sq. ft. office space rented at a rate of $1,000 per month. This space is utilized for office purposes and it is our belief that the space is adequate for our immediate needs. Additional space may be required as we expand our business activities. We do not foresee any significant difficulties in obtaining additional facilities if deemed necessary.

Item 1A. Risk Factors.

RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities. The statements contained in or incorporated into this offering that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

WE ARE SUBJECT TO ENVIRONMENTAL AND SAFETY LAWS, WHICH RESTRICT OUR OPERATIONS AND INCREASE OUR COSTS.

We are subject to extensive federal, state and local laws and regulations relating to environmental protection and occupational safety and health.  These include, among other things, laws and regulations governing the use, treatment, storage and disposal of wastes and materials, air quality, water quality and the remediation of contamination associated with the release of hazardous substances.  Our compliance with existing regulatory requirements is costly, and continued changes in these regulations could increase our compliance costs. Government laws and regulations often require us to enhance or replace our equipment. We are required to obtain and maintain permits that are subject to strict regulatory requirements and are difficult and costly to obtain and maintain.  We may be unable to implement price increases sufficient to offset the cost of complying with these laws and regulations.  In addition, regulatory changes could accelerate or increase expenditures for closure and post-closure monitoring at solid waste facilities and obligate us to spend sums over the amounts that we have accrued.

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WE MAY BECOME SUBJECT TO ENVIRONMENTAL CLEAN-UP COSTS OR LITIGATION THAT COULD CURTAIL OUR BUSINESS OPERATIONS AND MATERIALLY DECREASE OUR EARNINGS.

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or CERCLA, and analogous state laws provide for the remediation of contaminated facilities and impose strict joint and several liability for remediation costs on current and former owners or operators of a facility at which there has been a release or a threatened release of a hazardous substance.  This liability is also imposed on persons who arrange for the disposal of and who transport such substances to the facility.  Hundreds of substances are defined as hazardous under CERCLA and their presence, even in small amounts, can result in substantial liability.  The expense of conducting a cleanup can be significant.  Notwithstanding our efforts to comply with applicable regulations and to avoid transporting and receiving hazardous substances, we may have liability because these substances may be present in waste collected by us.  The actual costs for these liabilities could be significantly greater than the amounts that we might be required to accrue on our financial statements from time to time.

In addition to the costs of complying with environmental regulations, we may incur costs to defend against litigation brought by government agencies and private parties.  As a result, we may be required to pay fines or our permits and licenses may be modified or revoked.  We may in the future be a defendant in lawsuits brought by governmental agencies and private parties who assert claims alleging environmental damage, personal injury, property damage and/or violations of permits and licenses by us.  A significant judgment against us, the loss of a significant permit or license or the imposition of a significant fine could curtail our business operations and may decrease our earnings.

OUR BUSINESS IS CAPITAL INTENSIVE, REQUIRING ONGOING CASH OUTLAYS THAT MAY STRAIN OR CONSUME OUR AVAILABLE CAPITAL AND FORCE US TO SELL ASSETS, INCUR DEBT, OR SELL EQUITY ON UNFAVORABLE TERMS.

Our ability to remain competitive, grow and maintain operations largely depends on our cash flow from operations and access to capital.  Maintaining our existing operations and expanding them through internal growth or acquisitions requires large capital expenditures.  As we undertake more acquisitions and further expand our operations, the amount we expend on capital will increase. These increases in expenditures may result in lower levels of working capital or require us to finance working capital deficits.  We intend to continue to fund our cash needs through cash flow from operations and borrowings under our credit facility, if necessary.  However, we may require additional equity or debt financing to fund our growth.

We do not have complete control over our future performance because it is subject to general economic, political, financial, competitive, legislative, regulatory and other factors.  It is possible that our business may not generate sufficient cash flow from operations, and we may not otherwise have the capital resources, to allow us to make necessary capital expenditures.  If this occurs, we may have to sell assets, restructure our debt or obtain additional equity capital, which could be dilutive to our stockholders.  We may not be able to take any of the foregoing actions, and we may not be able to do so on terms favorable to us or our stockholders.

WE DEPEND ON A LIMITED NUMBER OF CUSTOMERS FOR OUR REVENUE.

At this time, the Company has two municipal contracts that account for 32% and 21% of our long term contracted revenues for the fiscal year ended December 31, 2013. Because we depend on these customers for a majority of our revenue, a loss of one of these customers could materially adversely affect our business and financial condition. If these principal customers cease using our services, our business could be materially adversely affected.

GOVERNMENTAL AUTHORITIES MAY ENACT CLIMATE CHANGE REGULATIONS THAT COULD INCREASE OUR COSTS TO OPERATE.

Environmental advocacy groups and regulatory agencies in the United States have been focusing considerable attention on the emissions of greenhouse gases and their potential role in climate change.  Congress has considered recent proposed legislation directed at reducing greenhouse gas emissions and President Obama has indicated his support of legislation aimed at reducing greenhouse gases.  EPA has proposed rules to regulate greenhouse gases, regional initiatives have formed to control greenhouse gases and certain of the states in which we operate are contemplating air pollution control regulations that are more stringent than existing and proposed federal regulations, in particular the regulation of emissions of greenhouse gases.  The adoption of laws and regulations to implement controls of greenhouse gases, including the imposition of fees or taxes, could adversely affect our collection operations.  Changing environmental regulations could require us to take any number of actions, including the purchase of emission allowances or installation of additional pollution control technology, and could make some operations less profitable, which could adversely affect our results of operations.

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CURRENT U.S. ECONOMIC CONDITIONS, AS WELL AS POTENTIAL FUTURE DOWNTURNS, HAS REDUCED AND MAY CONTINUE TO REDUCE OUR VOLUME AND/OR PRICING ON OUR SERVICES, RESULTING IN DECREASES IN OUR REVENUE, PROFITABILITY AND CASH FLOWS.

Our business is affected by changes in national and general economic factors that are outside of our control, including economic activity, consumer confidence, interest rates and access to capital markets.  Although our services are of an essential nature, a weak economy generally results in decreases in volumes of waste generated, which decreases our revenues.  Additionally, consumer uncertainty and the loss of consumer confidence may limit the number or amount of services requested by customers and our ability to increase customers’ pricing.  During weak economic conditions we may also be adversely impacted by customers’ inability to pay us in a timely manner, if at all, due to their financial difficulties, which could include bankruptcies.

INCREASES IN THE COSTS OF FUEL MAY REDUCE OUR OPERATING MARGINS.

The price and supply of fuel needed to run our collection vehicles is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries, regional production patterns and environmental concerns.  Any significant price escalations or reductions in the supply could increase our operating expenses or interrupt or curtail our operations.  Failure to offset all or a portion of any increased fuel costs through increased fees or charges would reduce our operating margins.

CHANGES IN INTEREST RATES MAY AFFECT OUR PROFITABILITY.

Our acquisitions could require us to incur substantial additional indebtedness in the future, which will increase our interest expense.  Further, to the extent that these borrowings are subject to variable rates of interest, increases in interest rates will increase our interest expense, which will affect our profitability.  In connection with the restructuring of our long-term debt in July 2014, we entered into a swap agreement effective July 14, 2014, where we agreed to pay a fixed-rate of 4.74% in exchange for one-month floating rate LIBOR.  This interest rate swap expires on April 30, 2016.  With the placement of this swap agreement, we bear exposure to, and are primarily affected by, changes in LIBOR rates.  As of December 12, 2014, $6.0 million was subject to the effect of the swap agreement.  

INCREASES IN THE COSTS OF DISPOSAL MAY REDUCE OUR OPERATING MARGINS.

We dispose of approximately 100% of the waste that we collect in landfills operated by others, but that rate may increase in the future.  We may incur increases in disposal fees paid to third parties.  Failure to pass these costs on to our customers may reduce our operating margins.

INCREASES IN THE COSTS OF LABOR MAY REDUCE OUR OPERATING MARGINS.

We compete with other businesses in our markets for qualified employees.  A shortage of qualified employees would require us to enhance our wage and benefits packages to compete more effectively for employees or to hire more expensive temporary employees.  Labor is our second largest operating cost, and even relatively small increases in labor costs per employee could materially affect our cost structure.  Failure to attract and retain qualified employees, to control our labor costs, or to recover any increased labor costs through increased prices we charge for our services or otherwise offset such increases with cost savings in other areas may reduce our operating margins.

INCREASES IN COSTS OF INSURANCE WOULD REDUCE OUR OPERATING MARGINS.

One of our largest operating costs is for insurance coverage, including general liability, automobile physical damage and liability, property, employment practices, pollution, directors and officers, fiduciary, workers’ compensation and employer’s liability coverage, as well as umbrella liability policies to provide excess coverage over the underlying limits contained in our primary general liability, automobile liability and employer’s liability policies.  Changes in our operating experience, such as an increase in accidents or lawsuits or a catastrophic loss, could cause our insurance costs to increase significantly or could cause us to be unable to obtain certain insurance. Increases in insurance costs would reduce our operating margins.  Changes in our industry and perceived risks in our business could have a similar effect.

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WE MAY NOT BE ABLE TO MAINTAIN SUFFICIENT INSURANCE COVERAGE TO COVER THE RISKS ASSOCIATED WITH OUR OPERATIONS, WHICH COULD RESULT IN UNINSURED LOSSES THAT WOULD ADVERSELY AFFECT OUR FINANCIAL CONDITION.

Integrated non-hazardous waste companies are exposed to a variety of risks that are typically covered by insurance arrangements.  However, we may not be able to maintain sufficient insurance coverage to cover the risks associated with our operations for a variety of reasons.  Increases in insurance costs and changes in the insurance markets may, given our resources, limit the coverage that we are able to maintain or prevent us from insuring against certain risks.  Large or unexpected losses may exceed our policy limits, adversely affecting our results of operations, and may result in the termination or limitation of coverage, exposing us to uninsured losses, thereby adversely affecting our financial condition.

OUR FAILURE TO REMAIN COMPETITIVE WITH OUR NUMEROUS COMPETITORS, SOME OF WHOM HAVE GREATER RESOURCES, COULD ADVERSELY AFFECT OUR ABILITY TO RETAIN EXISTING CUSTOMERS AND OBTAIN FUTURE BUSINESS.

Because our industry is highly competitive, we compete with large companies and municipalities, many of whom have greater financial and operational resources.  The non-hazardous solid waste collection and disposal industry includes large national, publicly-traded waste management companies; regional, publicly-held and privately-owned companies; and numerous small, local, privately-owned companies.  Additionally, many counties and municipalities operate their own waste collection and disposal facilities and have competitive advantages not available to private enterprises. If we are unable to successfully compete against our competitors, our ability to retain existing customers and obtain future business could be adversely affected.

WE MAY LOSE CONTRACTS THROUGH COMPETITIVE BIDDING, EARLY TERMINATION OR GOVERNMENTAL ACTION, OR WE MAY HAVE TO SUBSTANTIALLY LOWER PRICES IN ORDER TO RETAIN CERTAIN CONTRACTS, ANY OF WHICH WOULD CAUSE OUR REVENUE TO DECLINE.

We are parties to contracts with municipalities and other associations and agencies.  Many of these contracts are or will be subject to competitive bidding.  We may not be the successful bidder, or we may have to substantially lower prices in order to be the successful bidder.  In addition, some of our customers may terminate their contracts with us before the end of the contract term.  If we were not able to replace revenue from contracts lost through competitive bidding or early termination or from lowering prices or from the renegotiation of existing contracts with other revenue within a reasonable time period, our revenue could decline.

Municipalities may annex unincorporated areas within counties where we provide collection services, and as a result, our customers in annexed areas may be required to obtain service from competitors who have been franchised or contracted by the annexing municipalities to provide those services.  Some of the local jurisdictions in which we currently operate grant exclusive franchises to collection and disposal companies, others may do so in the future, and we may enter markets where franchises are granted by certain municipalities.  Unless we are awarded a franchise by these municipalities, we will lose customers which will cause our revenue to decline.

EFFORTS BY LABOR UNIONS TO ORGANIZE OUR EMPLOYEES COULD DIVERT MANAGEMENT ATTENTION AND INCREASE OUR OPERATING EXPENSES.

We do not have any union representation in our operations.  Groups of employees may seek union representation in the future, and the negotiation of collective bargaining agreements could divert management attention and result in increased operating expenses and lower net income.  If we are unable to negotiate acceptable collective bargaining agreements, we might have to wait through “cooling off” periods, which are often followed by union-initiated work stoppages, including strikes.  Depending on the type and duration of these work stoppages, our operating expenses could increase significantly.

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POOR DECISIONS BY OUR REGIONAL AND LOCAL MANAGERS COULD RESULT IN THE LOSS OF CUSTOMERS OR AN INCREASE IN COSTS, OR ADVERSELY AFFECT OUR ABILITY TO OBTAIN FUTURE BUSINESS.

We manage our operations on a decentralized basis.  Therefore, regional and local managers have the authority to make many decisions concerning their operations without obtaining prior approval from executive officers.  Poor decisions by regional or local managers could result in the loss of customers or an increase in costs, or adversely affect our ability to obtain future business.

WE ARE VULNERABLE TO FACTORS AFFECTING OUR LOCAL MARKETS, WHICH COULD ADVERSELY AFFECT OUR STOCK PRICE RELATIVE TO OUR COMPETITORS.

Because the non-hazardous waste business is local in nature, our business in one or more regions or local markets may be adversely affected by events and economic conditions relating to those regions or markets even if the other regions of the country are not affected.  As a result, our financial performance may not compare favorably to our competitors with operations in other regions, and our stock price could be adversely affected by our inability to compete effectively with our competitors.

SEASONAL FLUCTUATIONS WILL CAUSE OUR BUSINESS AND RESULTS OF OPERATIONS TO VARY AMONG QUARTERS, WHICH COULD ADVERSELY AFFECT OUR STOCK PRICE.

Based on historic trends experienced by the businesses we have acquired, we expect our operating results to vary seasonally, with revenue typically lowest in the first quarter, higher in the second and third quarters, and again lower in the fourth quarter.  This seasonality generally reflects the lower volume of waste during the winter months.  Adverse weather conditions negatively affect waste collection productivity, resulting in higher labor and operational costs.  The general increase in precipitation during the winter months increases the weight of collected waste, resulting in higher disposal costs, as costs are often calculated on a per ton basis.  Because of these factors, we expect operating income to be generally lower in the winter months.  As a result, our operating results may be negatively affected by these variations.  Additionally, severe weather during any time of the year can negatively affect the costs of collection and disposal and may cause temporary suspensions of our collection services.  Long periods of inclement weather may interfere with collection operations and reduce the volume of waste generated by our customers.  Any of these conditions can adversely affect our business and results of operations, which could negatively affect our stock price.

THE MARKET IN WHICH WE PARTICIPATE IS INTENSELY COMPETITIVE, AND IF WE DO NOT COMPETE EFFECTIVELY, OUR OPERATING RESULTS COULD BE HARMED.

The market for enterprise Software as a Service (SaaS) business applications and development platforms is highly competitive, rapidly evolving and fragmented, and subject to changing technology, shifting customer needs and frequent introductions of new products and services.

WE ARE DEPENDENT ON OUR MANAGEMENT TEAM AND DEVELOPMENT AND OPERATIONS PERSONNEL, AND THE LOSS OF ONE OR MORE KEY EMPLOYEES OR GROUPS COULD HARM OUR BUSINESS AND PREVENT US FROM IMPLEMENTING OUR BUSINESS PLAN IN A TIMELY MANNER.

Our success depends substantially upon the continued services of our executive officers and other key members of management, particularly our chief executive officer, Mr. Jeffrey S. Cosman. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives. Such changes in our executive management team may be disruptive to our business. We are also substantially dependent on the continued service of our existing development and operations personnel because of the complexity of our service and technologies. We have an employment agreement with Mr. Cosman. At this time, we do not maintain key person life insurance policies on any of our employees. The loss of one or more of our key employees or groups could seriously harm our business.

In 2010, Mr. Cosman founded Legacy Waste Solutions, LLC, a compressed natural gas consulting business. Mr. Cosman holds a minority equity interest in Legacy Waste Solutions LLC.

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The Company does not have an arrangement with Legacy Waste Solutions, LLC or Mr. Cosman for past, current or future services to be performed between Legacy Waste Solutions and Here To Serve. Mr. Cosman may in the future consult from time to time with Legacy Waste Solutions on matters that do not conflict with the operation of the Company. Mr. Cosman spends approximately two hours a month on Legacy Waste Solutions.

Additionally, Mr. Cosman has a minority equity interest in Rosewood Communication Supply, a warehouse centric telecom parts and supplies distributor. The Company does not have an arrangement with Rosewood Communication Supply or Mr. Cosman for past, current or future services to be performed between Rosewood Communication Supply and Here To Serve. Mr. Cosman spends approximately one hour per week on Rosewood Communication Supply.

OUR BUSINESS IS SUBJECT TO CHANGING REGULATIONS REGARDING CORPORATE GOVERNANCE AND PUBLIC DISCLOSURE THAT HAVE INCREASED BOTH OUR COSTS AND THE RISK OF NON-COMPLIANCE.

We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded. Our efforts to comply with new and changing regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.  Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, our business may be harmed.

WE NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.

The development of our services will require the commitment of substantial resources to implement our business plan. In addition, substantial expenditures will be required to enable us to complete projects in the future.  Currently, we have a credit agreement with Comerica Bank filed as an exhibit to this Form 8-K.  However, it is likely we would need to seek additional financing through subsequent future private offerings of our equity securities, issuing convertible debt securities or through strategic partnerships and other arrangements with corporate partners.

We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.  The sale of additional equity securities will result in dilution to our stockholders.  The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations.

IF WE FAIL TO ESTABLISH AND MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROL, WE MAY NOT BE ABLE TO REPORT OUR FINANCIAL RESULTS ACCURATELY OR TO PREVENT FRAUD. ANY INABILITY TO REPORT AND FILE OUR FINANCIAL RESULTS ACCURATELY AND TIMELY COULD HARM OUR REPUTATION AND ADVERSELY IMPACT THE TRADING PRICE OF OUR COMMON STOCK.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. 

We currently have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Additionally, there is a lack of formal process and timeline for closing the books and records at the end of each reporting period and such weaknesses restrict the Company’s ability to timely gather, analyze and report information relative to the financial statements.

Because of the Company’s limited resources, there are limited controls over information processing. There is inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation we would need to hire additional staff. Currently, the Company is unable to hire additional staff to facilitate greater segregation of duties but will reassess its capabilities.

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RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

THE MARKET PRICE OF OUR COMMON STOCK IS LIKELY TO BE VOLATILE AND COULD SUBJECT US TO LITIGATION.

The market price of our common stock has been and is likely to continue to be subject to wide fluctuations. Factors affecting the market price of our common stock include:

● variations in our operating results, earnings per share, cash flows from operating activities, deferred revenue, and other financial metrics and non-financial metrics, and how those results compare to analyst expectations;

● issuances of new stock which dilutes earnings per share;

● forward looking guidance to industry and financial analysts related to future revenue and earnings per share;

● the net increases in the number of customers and paying subscriptions, either independently or as compared with published expectations of industry, financial or other analysts that cover our company;

● changes in the estimates of our operating results or changes in recommendations by securities analysts that elect to follow our common stock;

● announcements of technological innovations, new services or service enhancements, strategic alliances or significant agreements by us or by our competitors;

● announcements by us or by our competitors of mergers or other strategic acquisitions, or rumors of such transactions involving us or our competitors;

● announcements of customer additions and customer cancellations or delays in customer purchases;

● recruitment or departure of key personnel;

● trading activity by a limited number of stockholders who together beneficially own a majority of our outstanding common stock.

In addition, if the stock market in general experiences uneven investor confidence, the market price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The market price of our common stock might also decline in reaction to events that affect other companies within, or outside, our industries even if these events do not directly affect us. Some companies that have experienced volatility in the trading price of their stock have been the subject of securities class action litigation. If we are to become the subject of such litigation, it could result in substantial costs and a diversion of management’s attention and resources.

THE CONCENTRATION OF OUR CAPITAL STOCK OWNERSHIP BY OUR CHIEF EXECUTIVE OFFICER WILL LIKELY LIMIT YOUR ABILITY TO INFLUENCE CORPORATE MATTERS.

Mr. Jeffrey S. Cosman, our chief executive officer, is the beneficial owner of 62.9% of the outstanding shares of the Company’s common stock. As a result, our chief executive officer could have significant influence over most matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions, even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial.

OUR COMMON STOCK IS CURRENTLY ELIGIBLE FOR QUOTATION ON THE OTQB OPERATED BY OTC MARKETS GROUP, INC. AND AN INVESTOR’S ABILITY TO TRADE OUR COMMON STOCK MAY BE LIMITED BY TRADING VOLUME.

The trading volume in our common shares has been relatively limited.  A consistently active trading market for our common stock may not develop on the OTCQB.  The average daily trading volume in our common stock on the OTCQB as of December 12, 2014 was negligible. Accordingly, the ability of our shareholders to sell their shares of our common stock may be extremely limited.

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WE ARE SUBJECT TO PENNY STOCK RULES WHICH WILL MAKE THE SHARES OF OUR COMMON STOCK MORE DIFFICULT TO SELL.

We are currently subject to the SEC’s “penny stock” rules because our shares of common stock sell below $5.00 per share.  Penny stocks generally are equity securities with a price of less than $5.00.  The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock.  As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

SALES OF OUR CURRENTLY ISSUED AND OUTSTANDING STOCK MAY BECOME FREELY TRADABLE PURSUANT TO RULE 144 AND MAY DILUTE THE MARKET FOR YOUR SHARES AND HAVE A DEPRESSIVE EFFECT ON THE PRICE OF THE SHARES OF OUR COMMON STOCK

A substantial majority of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act.  As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws.  Rule 144 provides in essence that an Affiliate (as such term is defined in Rule 144(a)(1)) of an issuer who has held restricted securities for a period of at least six months (one year after filing Form 10 information with the SEC for shell companies and former shell companies) may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTC Bulletin Board).  Rule 144 also permits, under certain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate of the Company and who has satisfied a one-year holding period. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.

YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders.  We are currently authorized to issue an aggregate of 80,000,000 shares of capital stock consisting of 75,000,000 shares of common stock, par value $0.025 and 5,000,000 shares of blank check preferred stock, par value $0.001.

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes.  The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock.  There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the price at which shares of our common stock are trading.

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 POSSIBLE ADVERSE EFFECT OF ISSUANCE OF PREFERRED STOCK

Our Restated Certificate of Incorporation authorizes the issuance of 5,000,000 shares of Preferred Stock, with designations, rights and preferences as determined from time to time by the Board of Directors. As a result of the foregoing, the Board of Directors can issue, without further shareholder approval, Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of Common Stock.  The issuance of Preferred Stock could, under certain circumstances, discourage, delay or prevent a change in control of the Company.

WE DO NOT EXPECT TO PAY DIVIDENDS AND INVESTORS SHOULD NOT BUY OUR COMMON STOCK EXPECTING TO RECEIVE DIVIDENDS.

We have not paid any dividends on our common stock in the past, and do not anticipate that we will declare or pay any dividends in the foreseeable future.  Consequently, investors will only realize an economic gain on their investment in our common stock if the price appreciates.  Investors should not purchase our common stock expecting to receive cash dividends. Because we do not pay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment.  Therefore, our failure to pay dividends may cause investors to not see any return on investment even if we are successful in our business operations.  In addition, because we do not pay dividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS

This Current Report on Form 8-K contains forward-looking statements. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe, “management believes” and similar language. Except for the historical information contained herein, the matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Current Report are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned “Risk Factors,” as well as any cautionary language in this Current Report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Current Report on Form 8-K.

Overview

We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. This discussion should be read in conjunction with our financial statements and accompanying notes for the fiscal year ended September 30, 2013 and the financial statements of the Predecessor, Meridian Waste Services, LLC for the years ended December 31, 2013 and 2012.

Executive Overview

General Overview of Our Business

The platform operation of the Company is our subsidiary Here To Serve Missouri Waste Division, LLC (“HTS Waste”).  HTS Waste is in the business of collection of non-hazardous solid waste.  Our revenue is generated primarily by collection services provided to residential customers.  The following table reflects our total revenue for the previous two years along with a projected/annualized 2014 (dollars in thousands):

	Projected/Annualized
	2014					2013					2012
			%					%					%
	$		increase			$		increase			$		increase
Revenue		13,250		17	%		11,350		11	%		10,250		12	%

As our revenues continue to grow in this existing market, we plan to increase the rate of this growth by expanding the collection business into the commercial arena as well as increasing our presence in the “roll-off” business.  Roll-off service is the hauling and disposal of large waste containers (typically between 10 and 40 cubic yards) that are loaded on to and off of the collection vehicle.

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Management expects continued growth through additional mergers and acquisitions.  The following discussion and analysis should be read in conjunction with the financial statements, the related notes thereto and the pro forma financials included in this Form 8-K.

Results of Operations

Revenue

The Company’s revenues for the period from May 16, 2014 through September 30, 2014 were $4,827,855.  This would convert into annualized revenue of $12,874,000, a 13% increase over the 2013 revenue of the Predecessor, Meridian Waste Services, LLC (“MWS”).  This projected increase is due to the continued growth of MWS and the expansion into other service product lines.

Gross Profit

Gross profit percentage for the four and one-half months ending September 30, 2014 is 23%.  This is relatively consistent with the gross profit percentage of the Predecessor, MWS.  The small amount of decrease is due to an increase in depreciation expense included in cost of sales and an increase in disposal cost.  The increase in depreciation expense is due to the application of “push-down” accounting adjusting the value of depreciable property to fair value on May 15, 2014 and the addition of new equipment.

Operating Expenses

Selling, general and administrative expenses were $2,787,552 for the four and one-half months ending September 30, 2014.  This significant increase over the level of selling, general and administrative expenses of the Predecessor is again related to the use of “push-down” accounting related to the business combination with the Predecessor, MWS along with certain one-time expenses related to corporate structure changes and the acquisition.

Segment Information

Not applicable.

Liquidity and Capital Resources

As of September 30, 2014, the Company had negative working capital of $5,011,854.  This lack of liquidity is mitigated by the Company’s ability to generate cash from operating activities.  Cash generated from operating activities was $1,735,200 for the four and one-half months ending September 30, 2014.

The net cash provided by operating activities was generally used to fund investing activities which included the purchase of $1,053,280 additional equipment.  Also, $427,455 was used to reduce long term debt.  

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. We have been funding our operations through credit and convertible debt financings.

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:

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

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

o The cost of being a public company.

We are not aware of any known trends or any known demands, commitments or events that will result in our liquidity increasing or decreasing in any material way. We are not aware of any matters that would have an impact on future operations.

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Our net revenues are not sufficient to fund our operating expenses. At September 30, 2014, we had a cash balance of $384,166.  Since inception, we raised approximately [•] from the sale of common stock to fund our operating expenses, pay our obligations, and grow our company. We currently have no material commitments for capital expenditures and believe that our cash requirements over the next 12 months will be approximately $1,000,000.

We may be required to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. Other than our working capital, we presently have no other alternative source of working capital. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. We will need to raise additional capital to fund our operating expenses, pay our obligations, and grow our company.

Our future operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the potential trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. 

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Credit Agreement with Comerica Bank

On April 30, 2014, the Here to Serve – Missouri Waste Division LLC, a subsidiary of the Company, entered into a 24 month senior secured revolving credit facility (the “Credit Facility”) with Comerica Bank, as lender (the “Credit Agreement”). Borrowings under the Credit Facility will be used for working capital purposes.

The Credit Agreement provides for an initial commitment of $1,250,000, Borrowings under the Credit Facility will bear interest in an amount not to exceed 25% per annum or the highest applicable usury ceiling, whichever is less. The Credit Facility is secured by a lien on all assets of Missouri Waste Division LLC.

In addition to representations and warranties, affirmative, restrictive and financial covenants, and events of default (applicable to the Company and its subsidiaries) which are customary for credit facilities of this type, the Credit Agreement provides that the Company must not permit its financial condition to materially differ in any material negative way (as compared to its current financial condition) and must meet specified revenue targets as set forth in the Credit Facility. The Credit Facility is cross-defaulted with the Company’s other outstanding indebtedness and provides that a Material Adverse Effect (as defined in the Credit Agreement), a Change of Control (as defined in the Credit Agreement), a judgment for an amount in excess of $50,000 or an adverse change in the Company’s financial condition, as determined by the lender acting in good faith, are all events of default.

As consideration for the entry into the Credit Agreement, the Company agreed to pay certain fees to the lender, including a non-refundable commitment fee equal to $115,000. For more detailed information with respect to the Credit Agreement, please see exhibit [•] to this Current Report on Form 8-K/A.

Inflation and Seasonality

Based on our industry and our historic trends, we expect our operations to vary seasonally.  Typically, revenue will be highest in the second and third calendar quarters and lowest in the first and fourth calendar quarters.  These seasonal variations result in fluctuations in waste volumes due to weather conditions and general economic activity.  We also expect that our operating expenses may be higher during the winter months due to periodic adverse weather conditions that can slow the collection of waste, resulting in higher labor and operational costs.  

Critical Accounting Policies

Revenue Recognition

The Company follows the guidance of ASC 605 (formerly the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104) for revenue recognition.  In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable and collectability is reasonably assured.

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We generally provide services under contracts with municipalities or individual customers. Municipal and commercial contracts are generally long-term and often have renewal options. Advance billings are recorded as deferred revenue, and revenue is recognized over the period services are provided. We recognize revenue when all four of the following criteria are met:

●   Persuasive evidence of an arrangement exists such as a service agreement with a municipality, a hauling customer or a disposal customer;

●   Services have been performed such as the collection and hauling of waste;

●   The price of the services provided to the customer is fixed or determinable; and

●   Collectability is reasonably assured.

Stock Based Compensation

The Company has adopted the provisions of ASC 718 (formerly SFAS No. 123(R)), “Share-Based Payment,” under the modified prospective method, SFAS No 123(R) eliminates accounting for share-based compensation transaction using the intrinsic value method prescribed under APB Opinion No. 25 “Accounting for Stock Issued to Employees,” and requires instead that such transactions be accounted for using a fair-value-based method.  Under the modified prospective method, the Company is required to recognize compensation cost for share-based payments to employees based on their grant date fair value from the beginning of the fiscal period in which the recognition provisions are first applied.  For periods prior to the adoption, the financial statements are unchanged, and the pro forma disclosures previously required by ASC 718, as amended by SFAS No. 148, will continue to be required under ASC 718 to the extent those amounts differ from those in the statement of operations.

All stock-based payments to employees and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock-based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable the measurement date is the date the award is issued.

Use of Estimates 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of stock based compensation; the carrying value, recoverability and impairment, if any, of long-lived assets. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Property and Equipment 

Property and equipment is stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the assets, varying from 3 to 5 years or, when applicable, the life of the lease, whichever is shorter.

Fair Value of Financial Instruments

We follow paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of our financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (“U.S. GAAP”), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

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Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers. Amendments in this Update create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (Topic 605) and Proposed Accounting Standards Update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. Accounting Standards Update 2014-09. The amendments in this Update are effectively for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the consolidated financial statements.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the nine months ended June 30, 2014 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.

MANAGEMENT

Directors

The following sets forth the current members of our board of directors (“Board”) and information concerning their ages and background. All directors hold office until the next annual meeting of stockholders or until their respective successors are elected, except in the case of death, resignation or removal:

Name	Age	Position
Jeffrey Cosman (1)	43	Director
Anthony J. Merante (2)	52	Director

(1) Jeffrey Cosman was appointed to the Board on October 31, 2014.

(2) Anthony J. Merante has been a Director of Brooklyn Cheesecake & Deserts Company, Inc. since January 2003.

A brief biography of each of our directors is more fully set forth in Item 5.02, which is incorporated herein by reference.

Committees

We currently do not have any committees in place but anticipate establishing an audit committee, compensation committee and governance and nominating committee in the near future.

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Independent Directors

For purposes of determining independence, the Company has adopted the definition of independence as contained in NASDAQ Market Place Rules 5605. Pursuant to the definition, the Company has determined that none of its directors currently qualify as independent.

Employment Agreements

Section 5.02(e) is hereby incorporated by reference.

Family Relationships

There are no family relationships amongst our officers and directors.

Code of Ethics

We currently do not have a code of ethics that applies to our sole officer and director. However, the company is in the process of developing a code of ethics for the 2015 fiscal year.

EXECUTIVE COMPENSATION

Brooklyn Cheesecake & Desserts Company, Inc. Summary Compensation

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by Brooklyn Cheesecake & Desserts Company, Inc.during the period from 2011 through 2013.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings  ($)		All Other Compensation ($)	Totals ($)
Anthony J. Merante	2013	$	0		0		0		0		0		0	$	$	0
President, Chief Executive Officer	2012	$	0		0		0		0		0		0	$	$	0
and Chief Financial Officer	2011	$	0		0		0		0		0		0	$	$	0

Option Grants Table

There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table from 2011 through 2013.

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Here to Serve Summary Compensation

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the periods ended September 30, 2013, 2012 and 2011.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Totals ($)
Frank Connor	2013		1,190		0		0		0		0		0		0		1,190
Chief Executive Officer(1)	2012		0		0		110,000		0		0		0		0		110,000
	2011		0		0		0		0		0		0		0		0
Jeffrey Cosman	2013		121,500		0		0		0		0		0		0		121,500
Chief Executive Officer(1)	2012		0		0		0		0		0		0		0		0
	2011		0		0		0		0		0		0		0		0

On September 5, 2013, Mr. Conner resigned from all positions with the company. On the same date, Mr. Cosman was appointed Chief Executive Officer of the Company.

Aggregated Option Exercises and Fiscal Year-End Option Value Table

There were no stock options exercised since the date of inception of the Company through the date of this Current Report on Form 8-K by the executive officers named in the Summary Compensation Tables.

Long-Term Incentive Plan (“LTIP”) Awards Table

There were no awards made to named executive officers in the last completed fiscal year under any LTIP.

Compensation of Directors

Currently the Company does not pay its board members for their service to the Board but, it may do so in the future.

Option Plan

We currently do not have a Stock Option Plan, however, we may wish to issue stock options pursuant to a Stock Option Plan in the future. Such stock options may be awarded to management, employees, members of the Company’s Board of Directors and consultants of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

None of our officers, directors, proposed director nominees, beneficial owners of more than 10% of our shares of common stock, or any relative or spouse of any of the foregoing persons, or any relative of such spouse who has the same house as such person or who is a director or officer of any parent or subsidiary of our Company, has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party. In the event a related party transaction is proposed, such transaction will be presented to our board of directors for consideration and approval. Any such transaction will require approval by a majority of the disinterested directors and such transactions will be on terms no less favorable than those available to disinterested third parties. The Company does not believe that the provisions of Item 404(c) of Regulation S-K apply to our chief executive officer, Mr. Cosman, as a control person of the Company because the Company is not a shell company and Mr. Cosman is not part of a group, consisting of two or more persons that agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of the Company.

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PRE-CLOSING PRINCIPAL STOCKHOLDERS

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of December 12, 2014, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

Name and Address	Title	Amount and Nature of Beneficial Ownership			Percent of Class(1)
Anthony J. Merante	Executive Officer,		145,103	(2)		12.70	%
c/o 2070 Central Park Ave 2Fl	Director and Beneficial Owner
Yonkers, NY 10710
Liberio Borsellino	Director		1,575			.13	%
c/o 2070 Central Park Ave 2Fl
Yonkers, NY 10710 (4)
Carmelo L. Foti	Director		1,820			.16	%
c/o 2070 Central Park Ave 2Fl
Yonkers, NY 10710 (4)
David Rabe	Director		1,575			.13	%
c/o 2070 Central Park Ave 2Fl
Yonkers, NY 10710 (4)
Donald O’Toole	Director		1,341			.11	%
c/o 2070 Central Park Ave 2Fl
Yonkers, NY 10710 (4)
Ronald L. Schutté	Beneficial Owner		922,788	(3)		80.10	%
c/o 2070 Central Park Ave 2Fl
Yonkers, NY 10710
Wachovia Corporation	Beneficial Owner		5,383			.47	%
c/o 2070 Central Park Ave 2Fl
Yonkers, NY 10710
Directors and Named Executive Officers as a Group (5 persons)			151,414			13.3	%

(1)   Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934.  Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

(2)   Does not include 8,000 shares owned by two individuals Charles Brofman and James Bruchetta over which Mr. Merante holds voting rights pursuant to a website development agreement by and between us and the two individuals dated March 1, 2005.

(3)   Includes 343 shares which Mr. Schutté owns jointly with his wife.

(4) Resigned as a member of the Board of Directors on October 31, 2014.

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POST-CLOSING PRINCIPAL STOCKHOLDERS

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of December 12, 2014, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

Name(1)	Number of Common Shares Owned(2)		Percentage of Class(3)
Jeffrey S. Cosman		2,448,000	24.57	%
Anthony J. Merante		145,103	0.015	%
Officers and Directors as a Group (2)		2,593,103	24.59	%

Jeffrey S. Cosman	2,448,000	24.57	%
Ronald Schutte	692,788	7	%
James P. Canouse	765,000	7.7	%
Charles E. Barcom	672,775	6.8	%
Joseph E. Reich	672,775	6.8	%
CC2G Investment Trust (3)	672,775	6.8	%
Here to Serve Holding Corp. (4)	3,822,809	38.37	%
5% or greater beneficial owners	9,746,922	97.83	%

(1) Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table. Unless otherwise indicated, the address of the beneficial owner is 12540 Broadwell Road, Suite 1203, Milton, Georgia.

(2) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. There are 9,963,418 shares of common stock issued and outstanding as of December 12, 2014.

(3) The shares held by CC2G Investment Trust are beneficially owned by Edward H. Kniep IV.

(4) The shares held by Here to Serve Holding Corp. are beneficially owned by Jeffrey S. Cosman.

DESCRIPTION OF SECURITIES

General

The Company is authorized to issue an aggregate number of 80,000,000 shares of capital stock, of which 5,000,000 shares are preferred stock, $0.001 par value per share and 75,000,000 shares are common stock, $0.025 par value per share.

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock, $0.001 par value per share. Please see Item 1.01 herein for a description of the Company's Preferred Stock that is issued and outstanding.

Common Stock

The Company is authorized to issue 75,000,000 shares of common stock, $0.025 par value per share. After the closing of the Purchase Agreement and the issuances thereunder we currently have 9,963,418 shares of common stock issued and outstanding.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

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Warrants

We currently do not have any warrants issued and outstanding.

Options

There are no outstanding options to purchase our securities.

While there is no established public trading market for our Common Stock, our Common Stock is quoted on the OTCQB operated by the OTC Markets Group, Inc., under the symbol “BCKE”.

The market price of our Common Stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected performance.

Holders

As of December 12, 2014, we have 9,963,418 shares of our common stock par value, $0.025, issued and outstanding. There are approximately 50 holders of our common stock. 

Transfer Agent and Registrar

The Transfer Agent for our capital stock is Computershare, located in Highlands Ranch, Colorado.

Penny Stock Regulations

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

Dividend Policy

Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future. See “Risk Factors.”

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Equity Compensation Plan Information

The 2004 Stock Incentive Plan authorizes the issuance of up to 2,000,000 shares of common stock, none of which are currently outstanding.

LEGAL PROCEEDINGS

There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No current director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No current director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No current director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

In addition, there are no material proceedings to which any affiliate of our Company, or any owner of record or beneficially of more than five percent of any class of voting securities of our Company, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. We are not currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations.

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.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to Item 3.02 of this Current Report on Form 8-K for a description of recent sales of unregistered securities, which is hereby incorporated by reference.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The directors and officers of the Company are indemnified as provided by the New York corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to the Purchase Agreement, we issued 9,054,134 shares of our Common Stock to Here to Serve, valued at a closing price of $0.35 per share on October 17, 2014 or $3,168,947, its affiliates or assigns and 230,000 shares of our Common Stock were cancelled, in exchange for, among other things, our purchase of the Membership Interests. Such securities were not registered under the Securities Act of 1933.

These securities were not registered under the Securities Act. These securities qualified for exemption under Section 4a(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4a(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4a(2) of the Securities Act since the Conventions Shareholders agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4a(2) of the Securities Act.

28

Item 4.01 Changes in Registrant’s Certifying Accountant.

There are no changes to the Company’s certifying accountant.

Item 5.01Changes in Control of Registrant.

As explained more fully in Item 2.01, in connection with the Purchase Agreement, on October 31, 2014, we issued 9,054,134 shares of our Common Stock to Here to Serve, its affiliates or assigns and 230,000 shares of our Common Stock were cancelled in exchange for, among other things, the purchase of the Membership Interests. As such, immediately following the closing of the Purchase, Agreement Here to Serve, its affiliates and assigns collectively hold approximately 90.87% of the total combined voting power of all classes of the common stock entitled to vote. Reference is made to the disclosures set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

In connection with the closing of the Purchase Agreement, and as explained more fully in Item 2.01 above under the section titled “Management” and in Item 5.02 of this Current Report, Anthony Merante, former Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Corporate Secretary resigned from all officer positions effective as of the Closing Date. Mr. Merante will remain as a Director of the Company. Additionally, Carmelo Foti, David Babe, Liborio Borsellino and Donald O’Toole resigned from their positions as members of the board of directors on the Closing Date.

Further, effective upon closing of the Purchase Agreement, our Directors appointed the following officer:

Name	Age	Position
Jeffrey S. Cosman	43	Chief Executive Officer

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(a) Resignation of Directors,  Appointment of Director

Effective October 31, 2014, David Rabe, Carmelo Foti, Liborio Borsellino and Donald O’Toole  resigned from their positions as members of the board of directors. Effective October 31, 2013, Jeffrey S. Cosman was appointed as a Director of the company. There were no disagreements between any of the foregoing resigning officer and directors and us or any other officer or director of the Company.

(b) Resignation of Officers, Appointment of Officer

Anthony Merante, former Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Corporate Secretary resigned from all officer positions effective as of October 31, 2014. Effective October 31, 2014, Jeffrey S. Cosman was appointed Chief Executive Officer of the company.

The business background descriptions of the newly appointed officer and director is as follows:

Jeffrey S. Cosman, 43, Chief Executive Officer, Director

Jeffrey S. Cosman combines over 10 years’ experience in the solid waste industry, which includes local operations, local and regional accounting and corporate finance.  In addition, Mr. Cosman has experience in mobile-based app development, medical device sales leadership and capital raising. From 1993 through 1996, Mr. Cosman had a career in professional baseball with the New York Mets’ minor league organization.  After retiring from baseball, Mr. Cosman worked at Republic Services from February 1996 until February 1999.  In his role in Corporate Finance, Mr. Cosman assisted due diligence of acquisitions, provided accounting guidance in over 168 transactions totaling $1.6 Billion in annualized revenue, supported Corporate Controllers in monthly reporting and assisted in the preparation of a registration statement for Republic Services. In the early 2000’s, Mr. Cosman became involved in start-up technology in the medical device industry, but subsequently left to focus on a career in the solid waste industry, founding, in 2010, Legacy Waste Solutions, LLC, a compressed natural gas consulting business.  In 2012, Mr. Cosman purchased Rosewood Communication Supply, a warehouse centric telecom parts and supplies distributor as a partner. Mr. Cosman holds a B.B.A. in Managerial Finance and Banking and Finance, and a Bachelors of Accountancy from the University of Mississippi.  The Board believes that Mr. Cosman’s “ground up” experience in the solid waste industry, together with his background in related fields, as well as finance, will support the Company’s growth plans as it moves forward in implementing its transition into the waste industry.

Mr. Cosman holds a minority equity interest in Legacy Waste Solutions LLC. The Company does not have an arrangement with Legacy Waste Solutions, LLC or Mr. Cosman for past, current or future services to be performed between Legacy Waste Solutions and Here To Serve. Mr. Cosman may in the future consult from time to time with Legacy Waste Solutions on matters that do not conflict with the operation of the Company. Mr. Cosman spends approximately two hours a month on Legacy Waste Solutions.

Additionally, Mr. Cosman has a minority equity interest in Rosewood Communication Supply. The Company does not have an arrangement with Rosewood Communication Supply or Mr. Cosman for past, current or future services to be performed between Rosewood Communication Supply and Here To Serve. Mr. Cosman spends approximately one hour per week on Rosewood Communication Supply.

29

Family Relationships

There are no family relationships with any of our officers and directors.

Here to Serve Employment Agreements

On November 5, 2013, the Company entered into an Employment Agreement with Mr. Jeffrey S. Cosman our chief executive officer and director terminating on December 31, 2016, unless otherwise renewed by the Company. As compensation for his services, Mr. Cosman receives a base salary of $500,000 per year (the “Base Salary”). Such Base Salary will be increased on January 1 of each year by five percent (5%) per year over the then-existing Base Salary. The Company will pay Mr. Cosman $5,000 per month and the remaining compensation package shall accrue until the Company receives funding in the amount of at least $250,000. At such time, the compensation will be paid on a regular basis and the accrued sums will be deemed due and payable. In addition to the Base Salary, the Company shall pay to Mr. Cosman a bonus determined by the relationship between the Company’s annual performance and an annual target performance set each year by mutual agreement between the Company and Mr. Cosman as follows:

% of Target	>150		%	149-120	%	119-100	%	99-80	%	79-60	%	Under 60		%
% of Base Salary		150	%	149-120	%	119-100	%	60	%	30	%		0	%

Additionally, Mr. Cosman shall be entitled to an annual bonus, payable in restricted common stock of the Company, based upon acquisitions by the Company or its subsidiaries of substantially all the assets of existing businesses or of controlling interests in existing business entities during each calendar year of the Employment Agreement.

Item 8.01 Other Items

None.

Item 9.01 Financial Statement and Exhibits.

(a) Financial Statements of Business Acquired. The Audited Financial Statements of Here to Serve, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

(d) Exhibits. Exhibit No. Description

Exhibit No.	Description
2.1	Purchase Agreement dated October 17, 2014 (incorporated herein by reference to Exhibit 10.1 to the Brooklyn Cheesecake & Desserts Company, Inc. Current Report on Form 8-K filed with the SEC on October 22, 2014)
3.1	Restated Certificate of Incorporation of Brooklyn Cheesecake & Deserts Company, Inc.
3.12	Certificate of Incorporation of Brooklyn Cheesecake & Dessert Acquisition Corp.
3.2	Amended and Restated By-laws of Brooklyn Cheesecake & Deserts Company, Inc.
3.21	By-Laws of Brooklyn Cheesecake & Dessert Acquisition Corp.
10.1	Employment Agreement by and between Here to Serve Holding Corp. and Jeffrey S. Cosman dated January 1, 2014 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 5, 2014)
10.2	2004 Stock Incentive Plan (incorporated herein by reference to Appendix B of the Definitive 14A filed with the SEC on July 15, 2004)
10.3	Credit Agreement
99.1	Here to Serve Holding Corp.’s Audited financial statements for the fiscal years ended September 30, 2013 and September 30, 2012
99.2	Meridian Waste Services, LLC Audited financial statements for the fiscal years ended December 31, 2013 and 2012
99.3	Here to Serve Holding Corp.’s Unaudited financial statements for the nine months ended June 30, 2014 and 2013
99.4	Brooklyn Cheesecake & Desserts Company, Inc. Unaudited Pro Forma Information

30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Brooklyn Cheesecake & Desserts Company, Inc.
Date: December 12, 2014	By:	/s/ Jeffrey Cosman
	Name:	Jeffrey Cosman
	Title:	Chief Executive Officer

Here To Serve Holding Corp.

Consolidated Financial Statements

For the Nine Months Ended September 30, 2014 (Unaudited)

and the Years Endeded December 31, 2013 and 2012

TABLE OF CONTENTS

Consolidated Balance Sheets	1
Consolidated Statements of Operations	2
Consolidated Statements of Changes in Shareholders' Equity (Deficit)	3
Consolidated Statements of Cash Flows	4
Notes to the Consolidated Financial Statements	5-14

Here To Serve Holding Corp.

Consolidated Balance Sheets

For The Year Ended September 30, 2014

	Successor			Predecessor
	September 30,
	2014			December 31,
	(UNAUDITED)			2013		2012
ASSETS
Current Assets
Cash	$	384,166		$	1,461,372	$	1,646,556
Accounts receivable, trade		689,716			440,570		343,962
Employee advance		580			2,000		-
Other receivables					75,000		202
Prepaid expenses		198,715			189,521		117,281
Total Current Assets		1,273,177			2,168,463		2,108,001
Property and Equipment, net of accumulated
depreciation of $580,695, $7,780,233 and $6,364,005 respectively		7,583,214			4,810,603		4,137,649
Other Assets
Loan to member					50,000		-
Capitalized software		388,681			-		-
Customer list, net of accumulated
amortization of $1,167,288		12,840,164			-		-
Deposits		8,303			8,303		8,303
Loan fees, net of accumulated
amortization of $7,030		43,583			-		-
Non-compete, net of accumulated
amortization of $12,500		137,500			-		-
Total Other Assets		13,418,231			58,303		8,303
TOTAL ASSETS	$	22,274,622		$	7,037,369	$	6,253,953
LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts payable	$	306,966		$	239,739	$	161,660
Accrued expenses		305,719			94,620		69,595
Convertible notes payable		568,146			-		-
Deferred compensation		729,000			-		-
Deferred revenue		1,993,062			1,910,465		1,744,578
Notes due related parties		276,250			-		-
Other current liabilities		910,555			50,000		-
Current portion - long term debt		1,195,333			1,211,299		1,042,664
Total Current Liabilities		6,285,031			3,506,123		3,018,497
Long-term notes payable
Less:  current portion - long term debt		9,352,211			1,991,508		1,957,365
Total Liabilities		15,637,242			5,497,631		4,975,862
Shareholders' Equity (Deficit)
Members' equity		-			1,539,738		1,278,091
Preferred stock		2,071			-		-
Common stock		57,700			-		-
Additional paid in capital		14,209,518			-		-
Accumulated deficit		(7,631,909	)		-		-
Total Shareholders' Equity (Deficit)		6,637,380			1,539,738		1,278,091
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT)	$	22,274,622		$	7,037,369	$	6,253,953

1

Here To Serve Holding Corp.

Consolidated Statements of Operations

For The Year Ended September 30, 2014

	Successor			Predecessor
	Period from			Period from
	Acquisition			January 1,
	May 16, 2014 to			2014
	September 30,			to May 15,		Year Ended
	2014			2014		December 31,
	UNAUDITED			UNAUDITED		2013			2012
Income
Revenue
Software sales	$	1,784		$	-	$	-		$	-
Services		4,827,855			4,246,558		11,349,872			10,249,774
Total Revenue		4,829,639			4,246,558		11,349,872			10,249,774
Cost of Sales/Services
Cost of Sales/Services		3,153,111			2,671,187		6,968,847			5,978,694
Depreciation		561,259			504,515		1,411,440			1,542,889
Total Cost of Sales/Services		3,714,370			3,175,702		8,380,287			7,521,583
Gross Profit		1,115,269			1,070,856		2,969,585			2,728,191
Expenses
Bad debt expense		13,280			-		42,508			17,951
Bank, brokerage & credit card expense		23,813			30,527		52,634			45,082
Charitable contributions		5,000			1,520		4,292			5,548
Communication expense		42,448			30,938		89,126			91,038
Compensation and related expense		567,108			240,894		703,688			572,761
Depreciation and amortization		1,205,982			5,748		13,537			10,232
Dues & subscriptions		450			57		2,229			2,676
Information processing expense		22,218			9,799		20,887			25,465
Insurance/bond expense		81,220			86,653		110,187			135,480
Marketing expense		40,300			37,596		95,403			116,187
Office expense		36,665			27,491		67,350			53,186
Product development expense		-			-		-			-
Professional services		606,007			44,733		63,997			33,059
Rent		98,348			126,936		249,793			134,778
Repairs & maintenance		13,040			24,532		19,268			3,835
State & local taxes, licenses, permits		4,320			9,365		17,595			26,311
Travel & entertainment		27,353			28,157		34,127			37,442
Total Expenses		2,787,552			704,946		1,586,621			1,311,031
Other Income (Expenses):
Miscellaneous income (loss)		-			-		6,995			2,605
Interest income		-			-					1,004
Gain (loss) on disposal of assets		-			-		(6,250	)		15,134
Political contributions		-			-					(300	)
Loss on bad loans		-			-		(403	)		(110,006	)
Interest expense		182,420			52,559		(146,659	)		(159,964	)
Total Other Expenses		182,420			52,559		(146,317	)		(251,527	)
Net Income (Loss) before income taxes		(1,854,703	)		313,351		1,236,647			1,165,633
Income tax expense		-			-		-			-
Net Income (Loss)	$	(1,854,703	)	$	313,351	$	1,236,647		$	1,165,633
Basic Net Loss Per Share		(0.04	)
Weighted Average Number of Shares Outstanding
(Basic and Diluted)		41,563,674

2

Here To Serve Holding Corp.

Statement of Changes in Shareholders' Equity (Deficit)

For The Year Ended September 30, 2014

	Common Shares		Common Stock, Par		Preferred Shares		Preferred Stock, Par		Additonal Paid in Capital		Members' Equity			Accumulated Deficit			Total
Predecessor
Balance at December 31, 2011											$	1,192,458					$	1,192,458
Net income (loss)												1,165,633						1,165,633
Members' distributions												(1,080,000	)					(1,080,000	)
Balance at December 31, 2012												1,278,091						1,278,091
Net income (loss)												1,236,647						1,236,647
Members' distributions												(975,000	)					(975,000	)
Balance at December 31, 2013												1,539,738						1,539,738
UNAUDITED
Net income, January 1, 2014 - May 15, 2014												313,351						313,351
Members' distributions, January 1, 2014 - May 15, 2014												(585,000	)					(585,000	)
Balance at May 15, 2014											$	1,268,089					$	1,268,089
Successor
Balance at May 16, 2014		55,624,917	$	55,625		2,071,210	$	2,071	$	13,879,593				$	(5,777,206	)	$	8,160,083
Common stock issued for services		2,075,000		2,075		-		-		329,925					-			332,000
Net loss															(1,854,703	)		(1,854,703	)
Balance September 30, 2014		57,699,917	$	57,700		2,071,210	$	2,071	$	14,209,518				$	(7,631,909	)	$	6,637,380

3

Here To Serve Holding Corp.

Consolidated Statements of Cash Flows

For The Year Ended September 30, 2014

	Successor			Predecessor
	Period from			Period from
	Acquisition			January 1,
	May 16, 2014 to			2014
	September 30,			to May 15,			Year Ended
	2014			2014			December 31,
	UNAUDITED			UNAUDITED			2013			2012
OPERATING ACTIVITIES
Net income (loss) from operations	$	(1,854,703	)	$	313,351		$	1,236,647		$	1,165,633
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation & Amortization		1,767,240			510,263			1,424,979			1,553,121
Stock issued to vendors for service		332,000			-			-			-
Increase in deferred compensation		243,000			-			-			-
(Gain) Loss on note conversions/sale of asset		-			-			6,250			(15,134	)
Changes in working capital items:
Accounts receivable		(57,394	)		(154,097	)		(96,609	)		(73,290	)
Employee advance/other receivables		(580	)		400			(126,798	)		75,021
Prepaid expenses		7,242			65,976			(72,240	)		(2,552	)
Other current assets		-			-			-			55,297
Accounts payable & accrued expenses		445,128			89,309			103,102			98,054
Deferred revenue		114,957			(32,360	)		165,887			(56,854	)
Other current liabilities		738,310			-			25,000			-
Cash flow from operating activities		1,735,200			792,842			2,666,218			2,799,296
INVESTING ACTIVITIES
Proceeds from sale of fixed assets								12,415			53,622
Purchased capitalized software		(14,662	)		-			-			-
Acquisition of subsidiary		123,841			-			-			-
Purchased equipment		(1,053,289	)		(170,888	)		(2,058,359	)		(1,815,160	)
Purchased software		-			-			-			-
Cash flow from investing activities		(944,110	)		(170,888	)		(2,045,944	)		(1,761,538	)
FINANCING ACTIVITIES
Member distributions					(585,000	)		(975,000	)		(1,080,000	)
Loan from member								25,000			-
Principle payments on notes payable		(427,455	)		(449,498	)		(1,208,210	)		(1,151,370	)
Proceed from long-term notes payable					-			1,352,752			1,626,941
Cash flow from financing activities		(427,455	)		(1,034,498	)		(805,458	)		(604,429	)
Net change in cash		363,635			(412,544	)		(185,184	)		433,329
Beginning cash		20,531			1,461,372			1,646,556			1,213,227
Ending Cash	$	384,166		$	1,048,828		$	1,461,372		$	1,646,556
Supplemental disclosure of cash flow information:
Cash paid for income taxes		-
Cash paid for interest		98,272
Supplemental Non-Cash Investing and Financing Information:
Common stock issued in connection with debt conversions		-
Common stock issued to employees and officers		-
Common stock issued for services		332,000
Common stock issued to acquire software products		-
Debt forgiveness former officer.		-
Common stock issued in connection with acquisition
of subsidiary		-
Preferred stock issued in connection with acquisition
of subsidiary		-

4

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 1 – EXPLANATION OF CHANGE IN ACCOUNTING BASIS

The merger of Here to Server Holding Corp. (HTSHC) and Meridian Waste Services, LLC became effective May 15, 2014.  The merger was accounted for by HTSHC using 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.  By the application of “push-down” accounting, our assets, liabilities and equity were accordingly adjusted to fair value on May 15, 2014.  Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions.

Due to the application of “push-down” accounting, our financial statements are presented in two distinct periods to indicate the application of two different basis of accounting.  Periods prior to May 15, 2014 are identified herein as “Predecessor,” while periods subsequent to the HTSHC merger are identified as “Successor.”  As a result of the change in basis of accounting from historical cost to reflect the HTSHC’s purchase cost, the financial statements for Predecessor periods are not comparable to those of Successor periods.

The following notes, note #2 through note #13 are applicable to the unaudited periods of these financial statements.  Notes related to the audited periods are included in the audit report for Meridian Waste Services, LLC (Predecessor) which is included with this report.

NOTE 2 – ORGANIZATION AND NATURE OF OPERATIONS

Nature of Business

Currently the Company is operating under three separate Limited Liability Companies; Here To Serve Missouri Waste Division, LLC (“HTSMWD”), a Missouri Limited Liability Company, Here To Serve Technology Division, LLC (“HTST), a Georgia Limited Liability Company and Here To Serve Georgia Waste Division, LLC (“HTSGWD”), a Georgia Limited Liability Company.

Through acquisitions and restructuring, HTST has repositioned the Company’s presence in the software development industry.  By acquiring products developed for the mobile app market and by shifting the focus of future development, HTST is anticipating significant expansion into this growing business segment.

In 2014, HTSMWD purchased the assets of a large solid waste disposal company in the St. Louis, MO market.  This acquisition is considered the platform company for future acquisitions in the solid waste disposal industry.  HTSGWD was created to facilitate expansion in this industry throughout the Southeast.

5

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a September 30 fiscal year end.

Basis of Consolidation

The consolidated financial statements for the year ended September 30, 2014 include the operations of the Company and its wholly-owned subsidiaries, Here To Serve Missouri Waste Division, LLC and Here To Serve Technology, LLC.  The third subsidiary of the Company, Here To Serve Georgia Waste Division, LLC had no operations during the period. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period consolidated financial statements.

Cash and Cash Equivalents

Here To Serve Holding Corp considers all highly liquid investments with maturities of three months or less to be cash equivalents. At September 30, 2014 the Company had $384,166. 3

Deferred Revenue

The Company’s Missouri Waste Division bills one month in advance for the following three months.  The balance in deferred revenue represents amounts billed in July, August and September for services that will be provided during October, November and December.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable, other liabilities, accrued interest, notes payable, and an amount due to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

6

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 ending September 30, 2014, the Company experienced no losses due to impairment.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that based on available evidence, which are not expected to be realized.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounts Receivable

At September 30, 2014 the Company had $689,716 of trade receivables.  Here to Serve – Missouri Waste Division, LLC, primarily owns these trade receivables.

Allowance for Doubtful Accounts

The Company provides an allowance for doubtful accounts equal to the estimated collection losses that will be incurred in collection of receivable related to commercial project invoices.  The estimated losses are based on managements’ evaluation of outstanding accounts receivable at the end of the accounting period.  At September 30, 2014, no such allowance was recorded.

7

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Intangible Assets

Intangible assets consist of assets acquired and costs incurred in connection with the development of the Company’s capitalized software. See note below.  The Company also has intangible assets related to the purchase of Meridian Waste Services, LLC.  See Note 4 below.

Capitalized Software

The company acquired a software product that is under further development. This asset will be amortized over a three to five year period using the straight-line method of depreciation for book purposes beginning when the software is completed.

Revenue Recognition

The Company recognizes revenue when there is persuasive evidence of that an arrangement exists, the revenue is fixed or determinable, the products are fully delivered or services have been provided and collection is reasonably assured.

Concentration of Credit Risks

The Company maintains its cash and cash equivalents in bank deposit accounts, which could, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties.

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. A diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2014 the Company had a series of convertible notes outstanding that could be converted into approximately 14,488,784 common shares. These are not presented in the statement of operations since the company incurred a loss and the effect of these shares is anti- dilutive.

8

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Recent Accounting Pronouncements

Here To Serve Holding Corp. , does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment, including purchased and developed software is recorded at cost. The Company has depreciated or amortized these assets using the straight-line method over the useful lives of the asset. The useful lives are estimated to be between 2 and 7 years.

Property and equipment consisted of the following:

Furniture & office equipment	$	334,265
Containers		2,837,315
Trucks		4,992,329
Total Property and Equipment		8,163,909
Less: Accumulated Depreciation		(580,695	)
Net Property and Equipment	$	7,583,214

NOTE 5 – ACQUISITION

On May 15, 2014, the Company entered into an asset purchase agreement by and among the Company, HTSWD, Meridian Waste Services, LLC (“MWS”) and the members of MWS, pursuant to which HTSWD acquired certain assets and liabilities of MWS, in exchange for $11,500,000 cash, 13,191,667 shares of Class A Common Stock of HTSHC and 71,210 shares of Series B Cumulative Convertible Preferred Stock of HTSHC.

The purchase of MWS included the acquisition of assets of $22,532,242 and liabilities of $1,932,492.  The aggregate purchase price consisted of the following:

Cash		11,500,000
Estimated value of common stock issued to sellers		1,978,750
Estimated value of preferred stock issued to sellers		7,121,000
	$	20,599,750

9

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 5 – ACQUISITION (CONTINUED)

The following table summarizes the estimated fair value of MWS assets acquired and liabilities assumed at the date of acquisition:

Cash	$	500,000
Accounts receivable		632,322
Prepaid expenses		123,544
Deposits		8,303
Containers		2,710,671
Furniture and equipment		299,450
Trucks		4,100,500
Customer lists		14,007,452
Non-compete agreement		150,000
Accounts payable and accrued expenses		(54,387	)
Deferred revenue		(1,878,105	)
	$	20,599,750

NOTE 6 – NOTES PAYABLE

The Company issued two promissory notes during the nine month period ended September 30, 2014. These notes totaled $200,000 and are generally convertible into common stock of the Company at discounts of 10 % to 20% of the lowest average trading prices for the stock during periods five to one day prior to the conversion date. These notes bears interest at 6% to 8%, are unsecured, and matures within one year of the date issued. The notes were issued to provide working capital for the Company.

The Company has issued a series of one year convertible promissory notes to finance operations. The notes were sold to Machiavelli Ltd. LLC and generally earned interest at 8%, and could be convertible into common stock of the Company at a discount 35% of the lowest average trading prices for the stock during periods five to three days prior to the conversion date. A number of these notes were converted into stock. The notes included a default interest rate of 12% if not paid at maturity or converted to common stock. All but four of the notes went to default. Total outstanding on these notes was $ 259,900 as of September 30, 2014. Due to the conversion feature included in the notes, the Company has recorded a premium expense on the notes totaling $67,253 and $197,021 as of September 30, 2014 and September 30, 2013, respectively. These amounts have been deducted as interest expense by the Company.

The Company also issued additional notes to other related parties prior to September 30, 2014. Two of these notes were issued to employees for services. James Canouse received note for $200,000 and J. N. Carter received a note for $20,000. The Canouse note had a premium expense of $107,692 and the Carter note had a premium expense of $10,769. In March 2011 Mr. Canouse converted $53,237 of his note to common stock.

At September 30, 2014 the Company had $844,396 outstanding in convertible notes.

10

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 6 – NOTES PAYABLE (CONTINUED)

At September 30, 2014, Here To Serve – Missouri Waste Division, LLC, a subsidiary of the Company, had $10,547,544 in Debt, of which $1,195,333 is current and $9,352,211 is long term.  $1,475,000 were notes Payable to the Sellers of Meridian as sub-debt and $9,072,544 in Long Term Debt payable to Comerica Bank, the Company’s Senior Lender.  At close, the notes payable to the sellers were five-year term sub-debt loans paying interest at 8%.  The Company’s Senior Secured Loan was a 4.75% two-year term based on a seven-year amortization schedule.  In addition, the Company had a working capital line of credit of $1,250,000 at 4.75%.  Finally, there is CAPEX line of credit of $750,000, of which the Company has drawn down $115,000 at close; again at 4.75% interest.

NOTE 7 – STOCK HOLDERS’ EQUITY

The Company has 400,000,000 shares of common stock authorized with a par value of $0.001 and 2,000,000 shares of Preferred stock with a par value of $0.001.  As of September 30, 2014 there are 57,699,917 common shares outstanding and 2,071,120 of Preferred shares outstanding.  During the year ended September 30, 2014, the company issued 3,344,142 shares of common stock in connection with note conversions and 3,207,288 shares to consultants for services.  In May, 2014, the company issued 13,191,666 shares and 71,120 shares of Preferred B shares in connection with the acquisition of subsidiary.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company has leased office space at 12540 Broadwell Rd., Suite 1203 Milton, GA 30004.

NOTE 9 – INCOME TAXES

As of September 30, 2014, the Company had net operating loss carry forwards of approximately $7,630,000 that may be available to reduce our tax liability in future years. We estimate the benefits of this loss carry forward at $2,670,000 if the Company produces sufficient taxable income. No adjustments to the financial statements have been recorded for this potential tax benefit.

NOTE 10 – FAIR VALUE MEASUREMENT

The Company has adopted new guidance under ASC Topic 820, effective January 1, 2009. New authoritative accounting guidance (ASC Topic 820-10-15) under ASC Topic 820, Fair Value Measurement and Disclosures, delayed the effective date of ASC Topic 820-10 for all

nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until 2009.

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. Further

11

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 10 – FAIR VALUE MEASUREMENT (CONTINUED)

new authoritative accounting guidance (ASU No. 2009-05) under 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 September 30, 2014, which is 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:

Description	9/30/2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Convertible promissory note with embedded conversion option	$	568,146	$	-	$	-	$	568,146
Total	$	568,146	$	-	$	-	$	568,146

NOTE 11 – LEASES

The Company’s subsidiary Here to Serve Missouri Waste Division, LLC leases its office and warehouse facilities.  The lease agreement commenced September 1, 2010 and expires

August 30, 2017.  This lease was assigned to the Company when the subsidiary purchased Meridian Waste Services, LLC on May 16, 2014.  Future minimum lease payments at September 30, 2014 are as follows:

12

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 11 – LEASES (CONTINUED)

2014	$	66,479
2015		271,915
2016		277,915
2017		283,915
Thereafter		-
Total		900,224

Rent expense amounted to $88,973 for the year ended September 30, 2014.

NOTE 12 – BONDING

In connection with its normal activities, the Company may be required to acquire a Performance bond on contracts with customers.  There were not any performance bonds required for the year ended September 30, 2014.

NOTE 13 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30th, 2014 through the date these financial statements were issued and has determined that the following would be included as subsequent events.

Membership Interest Purchase Agreement

On October 17, 2014, (the “Execution Date”), Brooklyn Cheesecake & Desserts Company, Inc. (the “Company”) entered into that certain Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among Here to Serve Holding Corp., a Delaware corporation, as seller (“Here to Serve”), the Company, as parent, Brooklyn Cheesecake & Dessert Acquisition Corp., a wholly-owned subsidiary of the Company, as buyer (the “Acquisition Corp.”), the Chief Executive Officer of the Company (the “Company Executive”), the majority shareholder of the Company (the “Company Majority Shareholder”) and certain shareholders of Seller (the “Seller Shareholders”), pursuant to which the Acquisition Corp shall acquire from Here to Serve all of Here to Serve’s right, title and interest in and to (i) 100% of the membership interests of Here to Serve – Missouri Waste Division, LLC d/b/a Meridian Waste, a Missouri limited liability company (“HTS Waste”); (ii) 100% of the membership interests of Here to Serve Technology, LLC, a Georgia limited liability company (“HTS Tech”); and (iii) 100% of the membership interests of Here to Serve – Georgia Waste Division, LLC, a Georgia limited liability company (“HTS Waste Georgia”, and together with HTS Waste and HTS Tech, collectively, the “Membership Interests”).  As consideration for the Membership Interests, (i) the Company shall issue to Here to Serve 9,054,134 shares of the Company’s common stock, (the “Common Stock”); (ii) the Company shall issue to the holder of Class A Preferred Stock of Here to Serve (“Here to Serve’s Class A Preferred

13

HERE TO SERVE HOLDING CORP. , INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE 13 – SUBSEQUENT EVENTS (CONTINUED)

Stock”) 51 shares of the Company’s to-be-designated Class A Preferred Stock (the “Class A Preferred Stock”), which Class A Preferred Stock shall have the rights and preferences as described in the Purchase Agreement; (iii) the Company shall issue to the holder of Class B Preferred Stock of Here to Serve (Here to Serve’s Class B Preferred Stock”) an aggregate of 71,120 shares of the Company’s to-be-designated Class B Preferred Stock (the “Class B Preferred Stock”), which Class B Preferred Stock shall have the rights and preferences as described in the Purchase Agreement (the Common Stock, the Class A Preferred Stock and the Class B Preferred Stock are referred to as the “Purchase Price Shares;”), and (iv) the Company shall assume certain assumed liabilities (the “Initial Consideration”).

As further consideration, at the closing of the transaction contemplated under the Purchase Agreement, (i) in satisfaction of all accounts payable and shareholder loans, Here to Serve will pay to Company Majority Shareholder $70,000 and (ii) Here to Serve will purchase from Company Majority Shareholder 230,000 shares of the Company’s common stock for a purchase price of $230,000, with such shares to be cancelled immediately after such purchase.  Pursuant to the Purchase Agreement, to the extent Purchase Price Shares are issued to individual shareholders of Here to Serve at or upon closing of the Purchase Agreement: (i) shares of common stock of Here to Serve held by the individuals listed on Schedule 2.2 of the Purchase Agreement will be cancelled in accordance with such Schedule 2.2; (ii) 1,000,000 shares of Here to Serve’s Class A Preferred Stock will be cancelled; and (iii) 71,120 shares of Here to Serve’s Class B Preferred Stock will be cancelled (the “Additional Consideration”).

In addition to the foregoing, the closing of the Purchase Agreement is contingent upon the satisfaction of the closing conditions set forth in the Purchase Agreement.  The closing of the Purchase Agreement will result in a change of control of Brooklyn Cheesecake & Desserts Company, Inc.

CLOSING OF THE AGREEMENT

As described above, on October 17, 2014, the Company entered into the Purchase Agreement which resulted in the Company acquiring the LLC Membership Interests. In exchange, the Company issued to the entities described above, their designees or assigns, the Initial Consideration and the Additional Consideration.

The directors and majority shareholders of the Company have approved the Purchase Agreement and the transactions contemplated under the Purchase Agreement. The directors of Here to Serve and the Here to Serve Shareholders have approved the Purchase Agreement and the transactions contemplated thereunder. Immediately following the above described transactions, the Company changed its business plan to that of Here to Serve.

14

MERIDIAN WASTE SERVICES, LLC

Financial Statements

For the Years Ended December 31, 2013 and 2012

MERIDIAN WASTE SERVICES, LLC

Table of Contents

For the Years Ended December 31, 2013 and 2012

FINANCIAL STATEMENTS		Page
	Report of Independent Registered Public Accounting Firm	1
	Balance Sheets	2
	Statements of Income	4
	Statements of Members' Equity	5
	Statements of Cash Flows	6
	Notes to Financial Statements	7 - 14

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder and Board of Directors

Meridian Waste Services, LLC

We have audited the accompanying balance sheets of Meridian Waste Services, LLC as of December 31, 2013 and 2012 and the related statements of operations, changes in members’ equity, and cash flows for each of the two years in the period ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Meridian Waste Services, LLC as of December 31, 2013 and 2012 and the results of their operations and their cash flows for the each of the two years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

/s/ D’Arelli Pruzansky, P.A.

Certified Public Accountants

Boca Raton, Florida

August 7, 2014

1

MERIDIAN WASTE SERVICES, LLC

Balance Sheets

December 31,

ASSETS
	2013		2012
CURRENT ASSETS
Cash	$	1,461,372	$	1,646,556
Accounts receivable, less allowances for doubtful		440,569		343,962
accounts of $42,509 in 2013 and $0 in 2012
Employee Advances		2,000		-
Note receivable - related party		75,000		202
Prepaid expenses		81,128		68,459
Prepaid insurance		108,393		48,822
Total Current Assets		2,168,462		2,108,001
PROPERTY AND EQUIPMENT
Equipment and fixtures		116,429		69,162
Furniture and fixtures		18,351		18,351
Containers, carts, and roll off		3,568,631		2,727,517
Vehicles		8,887,425		7,686,624
Total Property and Equipment		12,590,836		10,501,654
Less:  accumulated depreciation		7,780,233		6,364,005
Net Property and Equipment		4,810,603		4,137,649
OTHER ASSETS
Loan to member		50,000		-
Deposits		8,303		8,303
Total Other Assets		58,303		8,303
TOTAL ASSETS	$	7,037,368	$	6,253,953

2

MERIDIAN WASTE SERVICES, LLC

Balance Sheets - continued

December 31,

LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	239,739	$	161,660
Accrued payroll and payroll tax		94,620		69,595
Current portion of long-term liabilities		1,211,299		1,042,664
Deferred revenue		1,910,465		1,744,578
Deposit		25,000		-
Loan from member		25,000		-
Total Current Liabilities		3,506,123		3,018,497
LONG-TERM LIABILITIES
Long-term liabilities, less current maturities		1,991,508		1,957,365
Total Liabilities		5,497,631		4,975,862
MEMBERS' EQUITY		1,539,737		1,278,091
Total Members' Equity		1,539,737		1,278,091
TOTAL LIABILITIES AND MEMBERS' EQUITY	$	7,037,368	$	6,253,953

3

MERIDIAN WASTE SERVICES, LLC

Statements of Income

For the Years Ended December 31,

	2013			2012
	Amount			Amount
Service revenues	$	11,247,773		$	10,076,570
Recycling income		102,099			173,204
Total Income		11,349,872			10,249,774
Cost of Services		8,380,287			7,521,583
Gross Profit		2,969,585			2,728,191
General and Administrative Expenses
Compensation and related expenses		703,688			612,578
Rent expense		249,793			134,778
Advertising expense		95,403			116,187
Depreciation expense		13,541			10,232
Other general and administrative expenses		524,197			437,256
Total General and Administrative Expenses		1,586,622			1,311,031
Income from Operations		1,382,963			1,417,160
Other Income (Expense)
Miscellaneous income		6,995			2,605
Interest income		-			1,004
Gain(Loss) on disposal of assets		(6,250	)		15,134
Political contributions		-			(300	)
Loss on bad loans		(403	)		(110,006	)
Interest expense		(146,659	)		(159,964	)
Total Other Income (Expense)		(146,317	)		(251,527	)
NET INCOME	$	1,236,646		$	1,165,633

4

MERIDIAN WASTE SERVICES, LLC

Statements of Changes in Members' Equity

For the Years Ended December 31, 2013 and 2012

Members' Equity - December 31, 2011	$	1,192,458
Net Income		1,165,633
Shareholder Distributions		(1,080,000	)
Members' Equity - December 31, 2012		1,278,091
Net Income		1,236,646
Shareholder Distributions		(975,000	)
Members' Equity - December 31, 2013	$	1,539,737

5

MERIDIAN WASTE SERVICES, LLC

Statements of Cash Flows

For the Years Ended December 31

	2013			2012
Cash Flows from Operating Activities
Net income	$	1,236,646		$	1,165,633
Adjustments to reconcile net income to net cash
provided by operating activities
Allowance for doubtful accounts		42,509
Depreciation and amortization		1,424,979			1,553,121
Change in assets - (increase) decrease
Accounts receivable		(139,117	)		(73,290	)
Other receivables		(76,798	)		75,021
Prepaid insurance		(59,571	)		6,689
Prepaid expenses		(12,669	)		(9,241	)
Loan to member		(50,000	)
Letter of credit		-			50,297
Deposits		-			5,000
Gain/Loss on sale of asset		6,250			(15,134	)
Change in liabilities - increase (decrease)
Accounts payable		78,077			89,899
Accrued expenses		-			(9,203	)
Accrued payroll and payroll taxes		25,025			17,358
Deferred revenue		165,887			(56,854	)
Deposit		25,000			-
Total Adjustments		1,429,572			1,633,663
Net Cash Provided by Operating Activities		2,666,218			2,799,296
Cash Flows from Investing Activities
Proceeds from sale of fixed assets		12,415			53,622
Purchase of property and equipment		(705,607	)		(188,219	)
Net Cash Used in Investing Activities		(693,192	)		(134,597	)
Cash Flows from Financing Activities
Member distributions		(975,000	)		(1,080,000	)
Loan from member		25,000
Principal payments on notes		(1,208,210	)		(1,151,370	)
Net Cash Used in Financing Activities		(2,158,210	)		(2,231,370	)
Net Increase (Decrease) in Cash		(185,184	)		433,329
Cash - Beginning of Year		1,646,556			1,213,227
Cash - End of Year	$	1,461,372		$	1,646,556

6

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS – The Company was organized December 9, 2004 as a Limited Liability Company under the laws of the State of Missouri.  The Company is taxed as an S Corporation.  Meridian Waste Services LLC (the Company) is primarily in the business of residential and commercial waste hauling and has contracts with various cities and municipalities.  The majority of the Company’s customers are located in the St. Louis metropolitan area.

BASIS OF ACCOUNTING - The Company follows accounting principles generally accepted in the United States of America, accordingly it utilizes the accrual method of accounting whereby revenues are recorded when earned and expenses are recorded when incurred.

CONCENTRATIONS OF RISK – The Company maintains its cash balances at one financial institution located in St. Louis, MO.  At various times during the year the account balances exceed the Federally insured limits.  The Company has not experienced any losses on the accounts and management believes it is not exposed to any significant risk on cash.

The Company has significant revenue with two major municipal customers.  These customers accounted for approximately 52.66% and 57.83% of revenue for the years ended December 31, 2013 and 2012, respectively.

	2013			2012
Customer A		31.58	%		34.72	%
Customer B		21.08	%		23.11	%
		52.66	%		57.83	%

CASH AND CASH EQUIVALENTS – For purposes of the statement of cash flows, the Company considers money market funds, certificates of deposit, Treasury bills, and any other short-term debt securities with a maturity of three months or less at the time of purchase to be cash equivalents.

USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

INCOME TAXES – The members elected to have the Company’s income taxed as an “S” Corporation under provisions of the Internal Revenue Code; therefore, taxable income or loss is reported to the individual members for inclusion on their personal tax returns.  No provision for federal and state income taxes is included in these statements.

7

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

ACCOUNTS RECEIVABLE – Accounts receivable is carried at the original invoice amount.  Customers are billed every three months in advance and payment is due the 15th of the first month of their billing cycle.  If payment is not received, the customer is placed on stop service.  The previous billing cycle is reviewed for stop service accounts.  Uncollected accounts are written off at that time and charged directly against revenue.

Accounts receivable aging at December 31:

	2013			2012
0-30 days	$	398,767		$	308,338
31-60 days		19,796			17,813
61-90 days		7,836			5,680
Over 90 days		56,679			12,131
Allowance		(42,509	)		-
	$	440,569		$	343,962

ALLOWANCE FOR DOUBTFUL ACCOUNTS – The Company provides an allowance for doubtful accounts equal to the estimated collection losses that will be incurred in collection of receivables related to commercial project invoices.  The estimated losses are based on managements’ evaluation of outstanding accounts receivable at the end of the year.  Allowance for doubtful accounts was $42,509 and $0 at December 31, 2013 and 2012, respectively.

PREPAID EXPENSES – The Company prepays and amortizes the costs of sponsorship agreements and calendar costs over 12 months.  Software support agreements are amortized over 12 months.  The cost of performance bonds are amortized over 12 months.  Prepaid expenses at December 31, 2013 and 2012 respectively, consisted of the following:

	2013		2012
Advertising	$	50,492	$	34,146
Software support		7,240		5,320
Performance bonds		23,396		19,184
Rent	$	-	$	9,809
		81,128		68,459

8

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

PROPERTY AND EQUIPMENT - Property and equipment is stated at cost.  Depreciation is computed using the straight-line method over the following estimated useful lives of the assets.

	YEARS
Trucks	5 years
Containers and carts	7 years
Leasehold Improvements	7-15 years
Furniture and equipment	5-7 years
Office equipment	3-7 years

Depreciation expense amounted to $1,424,979 and $1,553,121 for the years ended December 31, 2013 and 2012, respectively.

Expenditures for major renewals and betterment that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are charged to expense as incurred.

IMPAIRMENT OF LONG-LIVED ASSETS – In accordance with Accounting Standards Codification 360-10, “Property, Plant and Equipment”, 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 than 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.  As of December 31, 2013 and 2012, the Company did not impair any long-lived assets.

FAIR VALUE OF FINANCIAL INSTRUMENTS – The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009.  ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (and exit price0 in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  There was no impact relating to the adoption of ASC 820 to the Company’s financial statements.

ASC 820 also describes three levels of inputs that may be used to measure fair value:

Level 1:  Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2:  Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs that are generally unobservable.  These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Financial instruments consist principally of cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities and other current liabilities.  The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature.  The fair value of long-term debt

9

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

is based on current rates at which the Company could borrow funds with similar remaining maturities.  The carrying amounts approximate fair value.  It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

ADVERTISING - The Company expenses advertising costs as they are incurred except for Sponsorship and calendar costs which is capitalized and amortized over 12 months.  Advertising expense amounted to $95,403 and $116,187 for the years ended December 31, 2013 and 2012, respectively.

REVENUE RECOGNITION – Our revenues are generated from the fees we charge for waste collection, transfer, disposal and recycling.  The fees charged for our services are generally defined in our service agreements and vary based on contract-specific terms such as frequency of service, weight, volume and the general market factors influencing a region’s rates. We generally recognize revenue as services are performed.

DEFERRED REVENUE – The Company bills one month in advance for the following three months.  The balance in this account consists of amounts billed in October, November, and December for:

	2013		2012
January	$	812,515	$	735,865
February		655,837		610,047
March		442,113		398,666
	$	1,910,465	$	1,744,578

COST OF SERVICES – Costs of services includes expenses that are directly attributable to generating service revenues.  Cost of services at December 31, 2013 and 2012 respectively, consisted of the following:

	2013		2012
Labor costs	$	2,772,312	$	2,514,803
Landfill costs		1,541,692		1,228,786
Depreciation		1,411,438		1,542,889
Fuel costs		1,113,879		1,000,096
Repairs and maintenance		1,037,037		870,726
Vehicle insurance		164,331		83,281
Property taxes		147,046		130,881
Other direct costs				150,121
	$	8,380,287	$	7,521,583

10

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

 NOTE B - LONG-TERM DEBT

Long-term debt consists of the following:

	2013		2012
Notes payable in monthly installments to 1st Source Bank totaling $31,405, including interest at 6%, secured by equipment. Maturing from 2014 to 2016.	$	761,994	$	1,082,162
Note Payable to Ford Motor Credit, interest at 5%, monthly payments of $1,165, matures August 2015, secured by vehicle.		21,405		33,983
Note Payable to KIA Motors, interest at 4.9%, monthly payments of $401, matures August 2015, secured by a vehicle.		7,940		12,753
Notes Payable in monthly installments to TCF Equipment Finance totaling $41,755, including interest ranging from 4.42% to 4.67%, secured by equipment.  Maturing from 2014 to 2017.		1,157,327		1,080,188
Notes Payable in monthly installments to Wells Fargo Equipment Finance, Inc. totaling $27,271, including interest ranging from 4.75% to 4.95%, secured by equipment.  Maturing from 2014 to 2017.		733,090		537,587
Notes Payable in monthly installments to US Bank Equipment Finance totaling $14,490, including interest ranging from 4.25% to 5.25%, secured by equipment.  Maturing from 2016 to 2017.		521,051		253,356
TOTAL DEBT		3,202,807		3,000,029
Less current maturities		1,211,299		1,042,664
TOTAL LONG-TERM DEBT	$	1,991,508	$	1,957,365

11

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE B - LONG-TERM DEBT – CONTINUED

The aggregate principal maturities of long-term debt at December 31, 2013 are as follows:

2014	$	1,211,299
2015		1,129,965
2016		671,948
2017		189,595
Thereafter		-
TOTAL DEBT	$	3,202,807

NOTE C - RELATED PARTY TRANSACTIONS

As of December 31, 2013, the Company had a demand note receivable with an outstanding balance of $75,000 from BRK Holding LLC which is owned by the Company’s members.

As of December 31, 2013, the Company had a demand note receivable with an outstanding balance of $50,000 from J. Reich, a member of the Company.

In September of 2013, C. Barcom, an officer of the Company, made a loan to the Company of $25,000.  Repayment is due upon demand.

NOTE D - LEASES

The Company leases its office and warehouse facilities.  The lease agreement commenced September 1, 2010 and expires August 30, 2017.  Future minimum lease payments at December 31, 2013 are as follows:

2014	$	265,915
2015		271,915
2016		277,915
2017		283,915
Thereafter		-
TOTAL	$	1,099,660

Rent expense amounted to $249,793 and $134,778 for the years ended December 31, 2013 and 2012, respectively.

12

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE E - COMPENSATED ABSENCES

Employees are entitled to holiday and vacation time throughout the year based on length of service.  Unused vacation time is paid to employees at the end of employment.  Accrued vacation pay at December 31, 2013 and 2012 was deemed immaterial and not accrued.

NOTE F – CASH FLOW INFORMATION

Operating activities reflect interest paid of $146,659 and $159,964 during 2013 and 2012, respectively.

Noncash investing and financing activity during 2013 and 2012:

	2013		2012
Acquisition of equipment
Cost of equipment	$	2,058,359	$	1,815,160
Less notes payable		1,352,752		1,626,941
Cash payments for equipment	$	705,607	$	188,219

NOTE G – COMMITMENTS AND CONTINGENCIES

The Company is involved in various claims against the Company, arising in the normal course of business.  Management believes that their insurance coverage will be sufficient to pay potential liabilities, if any.

NOTE H – BONDING

In connection with its normal activities, the Company may be required to acquire a Performance bond on contracts with customers.  There were not any performance bonds required for the years ended December 31, 2013 and 2012.

13

MERIDIAN WASTE SERVICES, LLC

Notes to Financial Statements

For the Years Ended December 31, 2013 and 2012

NOTE I – NEW ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board issued an Accounting Standards Update to the Comprehensive Income Topic in the Accounting Standards Codifications.  This update requires separate presentation of the components that are reclassified out of accumulated other comprehensive income either on the face of the financial statements or in the notes to the financial statements.  This update also requires companies to disclose the income statement line items impacted by any significant reclassifications, such as the gains and losses on cash flow hedges and defined benefit pension adjustments.  The adoption of the standard did not have an impact on our consolidated financial condition, results of operations or cash flows.

Other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

NOTE J – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through July 16, 2014, the date the financial statements were available to be issued.

On May 15, 2014 the Company signed an asset purchase agreement with Here To Serve – Missouri Waste Division, LLC, a Missouri limited liability company.  A down payment has been received in the amount of $25,000 which is recorded as a current liability on the Company’s books.

14

Brooklyn Cheesecake & Desserts Company, Inc.

Introduction to Unaudited Pro Forma Combined Financial Information

The following unaudited pro forma combined financial information is presented to estimate effects of our purchase of the LLC’s owned by Here to Serve Holding Corp.

On October 17, 2014 Brooklyn Cheesecake & Desserts Company, Inc. (the “Company”) entered into a membership interest purchase agreement with Here to Serve Holding Corp. (“HTSHC”) a Delaware Corporation and the shareholders of HTSHC, whereby the Company agreed to issue 9,054,134 shares of the Company for the interest in the following LLC’s:  Here to Serve – Missouri Waste Division, LLC, Here to Serve Technology Division, LLC and Here to Serve – Georgia Waste Division (“LLC’s”).  At closing, the Company issued 9,054,134 shares of the Company’s common stock to the HTSHC shareholders who obtained 89% voting control and management control of the Company.  The financial statements of the Company and the consolidated financial statements of the LLC’s after the acquisition will include the balance sheets at historical cost, the historical results of the Company and the LLC’s and the results of the Company from the acquisition date.

Upon closing of the transaction, the Company’s officers and directors resigned and a new board of directors and new officer were appointed which consist of Jeff S. Cosman and Rachel M. Cosman.  Following the closing, Mr. Cosman was also appointed as Chief Executive Officer and Chairman of the board of the Company and Mrs. Cosman was appointed as Secretary of the Company.

The unaudited pro forma combined financial information assumes the Membership Interest Purchase Agreement was consummated as of January 1, 2013.  The financial statements of the Company included in the following unaudited pro forma combined financial information are derived from the audited financial statements of the Company for the year ending December 31, 2013 and the unaudited financial statements of the LLC’s for the same period.  The pro forma combined financial information for the nine months ending September 30, 2014 are derived from unaudited financial statements of the Company and the LLC's for the nine months ending September 30, 2014.

The information presented in the unaudited pro forma combined financial information does not purport to represent what our financial position would have been had the membership interest purchase agreement occurred as of the dates indicated, nor is it indicative of our financial position for any period.  You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been consolidated or the future results that the consolidated company will experience after the Membership Interest Purchase Agreement Transaction.

The pro forma adjustments are based upon available information and certain assumptions that the Company believes is reasonable under the circumstances.  The unaudited pro forma combined financial information should be read in conjunction with the historical financial statements and related notes of the Company.

1

Brooklyn Cheesecake & Desserts Company, Inc.

Unaudited Pro Forma Adjustments to Combined Financial Statements

31-Dec-13

(a) to record impact of merger with Meridian Waste Services, LLC

	Debit		Credit
Employee advance	$	-	$	2,000
Property & equipment, net				4,810,603
Property & equipment, net		7,420,348
Intangible assets, net		14,233,065
Deposits				38,300
Notes payable related party				1,475,000
Other current liabilities		25,000
Other current liabilities				70,325
Current portion - long term debt		1,211,299
Current portion - long term debt				1,225,000
Notes payable		1,225,000
Notes payable		1,991,508
Notes payable				9,500,000
Series B convertible preferred stock				71
Common stock				13,192
Additional paid in capital		1,539,737
Additional paid in capital				9,086,487
Cost of sales/services - depreciation				1,411,438
Depreciation & amortization				13,541
Depreciation & amortization		2,801,490
Depreciation & amortization		16,871
Depreciation & amortization		30,000
Intangible assets, net				2,848,361
Depreciation & amortization		12,476
Cost of sales/services - depreciation		1,300,408
Property & equipment, net				1,312,884
	$	31,807,202	$	31,807,202
(b) to record impact of merger with Brooklyn Cheescake & Desserts Company, Inc.
Cash	$	-	$	1,078
Accounts receivable, related party				47,725
Intangible assets, net				19,125
Accounts payable & accrued expenses		24,340
Notes payable - related party		94,744
Accumulated earnings (deficit)				40,873
Licensing fee - related party		13,375
Sales, general & administrative expense				23,658
Treasury stock		300,000
Cash				150,000
Notes payable - related party				150,000
	$	432,459	$	432,459

2

									Pro Forma Adjustments
	HTSHC			MWD		BCKE			Debit		Credit		Pro Forma
Current Assets:
Cash	$	9,760		$	1,461,372	$	1,078		$	-	$	151,078	$	1,321,132
Accounts receivable, trade					440,569									440,569
Accounts receivable, related party					125,000		47,725					47,725		125,000
Employee advance					2,000							2,000		-
Prepaid expenses					189,521									189,521
Total current assets		9,760			2,218,462		48,803			-		200,803		2,076,222
Other Assets:
Property & equipment, net		957			4,810,603					7,420,348		6,123,487		6,108,421
Capitalized software		298,287												298,287
Intangible assets, net							19,125			14,233,065		2,867,486		11,384,704
Deposits		38,300			8,303							38,300		8,303
Total assets	$	347,304		$	7,037,368	$	67,928		$	21,653,413	$	9,230,076	$	19,875,937
Current Liabilities:
Accounts payable & accrued expenses	$	204,749		$	334,359	$	24,340		$	24,340	$	-	$	539,108
Notes payable - related party		569,262			25,000		94,744			94,744		1,625,000		2,219,262
Convertible notes payable		489,074												489,074
Deferred revenue					1,910,465									1,910,465
Deferred compensation		243,000												243,000
Other current liabilities					25,000					25,000		70,325		70,325
Current portion - long term debt					1,211,299					1,211,299		1,225,000		1,225,000
Total current liabilities		1,506,085			3,506,123		119,084			1,355,383		2,920,325		6,696,234
Long-Term Liabilities:
Notes payable					1,991,508					3,216,508		9,500,000		8,275,000
Total liabilities	$	1,506,085		$	5,497,631	$	119,084		$	4,571,891	$	12,420,325	$	14,971,234
Stockholders' Equity (Deficit):
Series A convertible preferred stock
($.001 parvalue; 2,000,000 shares authorized;
2,000,000 shares issued & outstanding)	$	2,000		$	-	$	-		$	-	$	-	$	2,000
Series B convertible preferred stock
($.001 parvalue; 71,210 shares authorized;
71,208 shares issued & outstanding)												71		71
Common stock
($.001 parvalue; 400,000,000 shares authorized;
57,699,917 shares issued & outstanding)		36,457					28,482					13,192		78,131
Treasury stock										300,000				(300,000	)
Additional paid in capital		4,217,282			1,539,737		13,585,672			1,539,737		9,086,487		26,889,441
Accumulated earnings (deficit)		(5,414,520	)				(13,665,310	)		4,174,620		1,489,510		(21,764,940	)
Total shareholders' equity (deficit)		(1,158,781	)		1,539,737		(51,156	)		6,014,357		10,589,260		4,904,703
Total Liabilities & Stockholders Equity (Deficit)	$	347,304		$	7,037,368	$	67,928		$	10,586,248	$	23,009,585	$	19,875,937

3

										Pro Forma Adjustments
	HTSHC			MWD			BCKE			Debit		Credit		Pro Forma
Revenue:
Sales	$	406		$	-		$	-		$	-	$	-	$	406
Services					11,349,872										11,349,872
Licensing fee - related party								13,375			13,375				-
Total revenue		406			11,349,872			13,375			13,375		-		11,350,278
Cost of Sales/Services															-
Cost of Sales/Services					6,968,849										6,968,849
Depreciation					1,411,438						1,300,408		1,411,438		1,300,408
Total cost of sales/services		-			8,380,287			-			1,300,408		1,411,438		8,269,257
Gross profit		406			2,969,585			13,375			1,313,783		1,411,438		3,081,021
Operating expenses:
Sales, general & adminstrative expense		1,554,647			1,573,484			23,658					23,658		3,128,131
Depreciation & amortization		136			13,541						2,860,837		13,541		2,860,973
Total operating expenses		1,554,783			1,587,025			23,658			2,860,837		37,199		5,989,104
Income (Loss) from Operations		(1,554,377	)		1,382,560			(10,283	)		4,174,620		1,448,637		(2,908,083	)
Other Income (Expense):
Miscellaneous income					6,995										6,995
Gain (loss) on disposal of assets		-			(6,250	)									(6,250	)
Gain (loss) on note conversion		(23,913	)												(23,913	)
Interest (expense)		(59,831	)		(146,659	)									(206,490	)
Total other income (expense)		(83,744	)		(145,914	)		-			-		-		(229,658	)
Net Income (Loss)	$	(1,638,121	)	$	1,236,646		$	(10,283	)	$	4,174,620	$	1,448,637	$	(3,137,741	)

4

depreciation:
actual, 2 months ending 06/30/2014	218,814
12 months		1,312,884
admin			12,476
cos			1,300,408
amortization:
customer list - 5 years	14,007,452	2,801,490
finance charges - 3 years	50,613	16,871
non-compete - 5 years	150,000	30,000	2,848,361
		4,161,245

5

Brooklyn Cheesecake & Desserts Company, Inc.

Unaudited Pro Forma Adjustments to Combined Financial Statements

9/30/2014

(a) to record impact of merger with Meridian Waste Services, LLC

	Debit		Credit
Depreciation & amortization	$	-	$	17,028
Cost of sales/services - depreciation			$	486,972
Depreciation & amortization		1,400,745
Depreciation & amortization		8,436
Depreciation & amortization		15,000
Intangible assets, net				1,424,181
Depreciation & amortization		21,390
Cost of sales/services - depreciation		635,052
Property & equipment, net				152,442
	$	2,080,623	$	2,080,623
(b) to record impact of merger with Brooklyn Cheescake & Desserts Company, Inc.
Cash	$	-	$	1,078
Accounts receivable, related party				54,403
Intangible assets, net				16,125
Accounts payable & accrued expenses		21,464
Notes payable - related party		105,105
Accumulated earnings (deficit)				51,156
Licensing fee - related party		6,678
Sales, general & administrative expense				10,485
	$	133,247	$	133,247

6

									Pro Forma Adjustments
	HTSHC			MWD		BCKE			Debit		Credit		Pro Forma
Current Assets:
Cash	$	384,166				$	1,078		$	-	$	1,078	$	384,166
Accounts receivable, trade		689,716												689,716
Accounts receivable, related party							54,403					54,403		-
Employee advance		580												580
Prepaid expenses		198,715												198,715
Total current assets		1,273,177			-		55,481			-		55,481		1,273,177
Other Assets:
Property & equipment, net		7,583,214										152,442		7,430,772
Capitalized software		388,681												388,681
Intangible assets, net		13,021,247					16,125					1,440,306		11,597,066
Deposits		8,303												8,303
Total assets	$	22,274,622		$	-	$	71,606		$	-	$	1,648,229	$	20,697,999
Current Liabilities:
Accounts payable & accrued expenses	$	612,685		$	-	$	21,464		$	21,464	$	-	$	612,685
Notes payable - related party		276,250					105,105			105,105				276,250
Convertible notes payable		568,146												568,146
Deferred revenue		1,993,062												1,993,062
Other current liabilities		1,639,555												1,639,555
Current portion - long term debt		1,195,333												1,195,333
Total current liabilities		6,285,031			-		126,569			126,569		-		6,285,031
Long-Term Liabilities:
Notes payable		9,352,211												9,352,211
Total liabilities	$	15,637,242		$	-	$	126,569		$	126,569	$	-	$	15,637,242
Stockholders' Equity (Deficit):
Series A convertible preferred stock
($.001 parvalue; 2,000,000 shares authorized;
2,000,000 shares issued & outstanding)	$	2,000		$	-	$	-		$	-	$	-	$	2,000
Series B convertible preferred stock
($.001 parvalue; 71,210 shares authorized;
71,210 shares issued & outstanding)		71												71
Common stock
($.001 parvalue; 400,000,000 shares authorized;
57,699,917 shares issued & outstanding)		57,700					28,482							86,182
Additional paid in capital		14,209,518					13,585,672							27,795,190
Accumulated earnings (deficit)		(7,631,909	)				(13,669,117	)		2,087,301		565,641		(22,822,686	)
Total shareholders' equity (deficit)		6,637,380			-		(54,963	)		2,087,301		565,641		5,060,757
Total Liabilities & Stockholders Equity (Deficit)	$	22,274,622		$	-	$	71,606		$	2,213,870	$	565,641	$	20,697,999

7

										Pro Forma Adjustments
	HTSHC			MWD			BCKE			Debit		Credit		Pro Forma
Revenue:
Sales	$	1,784										$	-	$	1,784
Services		4,827,855			4,251,674										9,079,529
Licensing fee - related party								6,678			6,678				-
Total revenue		4,829,639			4,251,674			6,678			6,678		-		9,081,313
Cost of Sales/Services
Cost of Sales/Services		3,153,111			2,524,064										5,677,175
Depreciation		561,259			486,972						635,052		486,972		1,196,311
Total cost of sales/services		3,714,370			3,011,036			-			635,052		486,972		6,873,486
Gross profit		1,115,269			1,240,638			6,678			641,730		486,972		2,207,827
Operating expenses:
Sales, general & adminstrative expense		1,581,570			690,383			10,485					10,485		2,271,953
Depreciation & amortization		1,205,982			17,028						1,445,571		17,028		2,651,553
Total operating expenses		2,787,552			707,411			10,485			1,445,571		27,513		4,923,506
Income (Loss) from Operations		(1,672,283	)		533,227			(3,807	)		2,087,301		514,485		(2,715,679	)
Other Income (Expense):
Interest expense		(182,420	)		(183,205	)									(365,625	)
Total other income (expense)		(182,420	)		(183,205	)		-			-		-		(365,625	)
Net Income (Loss)	$	(1,854,703	)	$	350,022		$	(3,807	)	$	2,087,301	$	514,485	$	(3,081,304	)

8

depreciation:
actual, 2 months ending 06/30/2014	218,814
6 months		656,442
admin			21390
cos			635,052
amortization:
customer list - 5 years	14,007,452	1,400,745		466915.1
finance charges - 3 years	50,613	8,436		2811.833
non-compete - 5 years	150,000	15,000		5000
		2,080,623		474726.9

9

EX-3.1

Exhibit 3.1

EX-3.2

Exhibit 3.2

EX-3.12

Exhibit 3.12

EX-3.21

Exhibit 3.21

CORPORATE BYLAWS

OF

BROOKLYN CHEESECAKE & DESSERT ACQUISITION CORP.

A NEW YORK CORPORATION

ARTICLE I

Shareholders

1.1 PLACE OF MEETINGS. Meetings of the shareholders Brooklyn Cheesecake & Dessert Acquisition Corp. (the "Corporation") shall be held at such place, either within or without the state of New York, as designated from time to time by the Board of Directors (sometimes referred to as the "Board" or the “Directors”).

1.2 ANNUAL MEETINGS. Annual meetings of the Shareholders shall be held at such times as designated from time to time by the Board. At each annual meeting, the Shareholders shall elect a Board of Directors and transact other business as needed.

1.3 SPECIAL MEETINGS. Special meetings of the Shareholders will be held at such times as determined by the Board of Directors.

1.4 NOTICE OF MEETINGS. Pursuant to the requirements of Section 605 of the New York Business Corporation Law, written or electronic notice of each meeting of the Shareholders shall be given. This notice will state the place, date and hour of the meeting and shall be given at least 10, but not more than 60, days prior to the meeting. The notice shall state in general terms the purpose for which the meeting is called.

1.5 QUORUM and ADJOURNMENTS OF MEETINGS. The holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at a meeting of the corporation. If there is less than a quorum of holders of a majority of the shares so present or represented then the meeting may be adjourned to another time, or place, until a quorum is present, whereupon the meeting may be held, without further notice, except as required by law.

1.6 VOTING and PROXIES. Pursuant to Section 609 of the New York Business Corporation Law, at any shareholder meeting every registered owner of shares entitled to vote may vote in person or by proxy except as otherwise provided by the New York Business Corporation Law, or in the Certificate of Incorporation or Bylaws of the Corporation. Each Shareholder shall have one vote for each such share standing in his or her name on the books of the Corporation. The Board shall be elected by the procedures outlined in these Bylaws, the New York Business Corporation Law, and the Certificate of Incorporation. In all other matters, unless otherwise provided by the New York Business Corporation Law or by the Certificate of Incorporation or the Bylaws, the affirmative vote of the holders of a majority of the shares entitled to vote on the subject matter at a meeting in which a quorum is present shall be the act of the shareholders.

1.7 CHAIRMAN OF MEETINGS. The Chairman of the Board shall preside at all meetings of the Shareholders. In his or her absence, an interim Chairman may be appointed by a majority of Shareholders present at the meeting.

1.8 SECRETARY OF MEETINGS. The Secretary of the Corporation shall act as secretary of all meetings of the Shareholders. In the absence of the Secretary, the Chairman of the meeting shall appoint another person to act as Secretary of the meeting.

1.9 SHAREHOLDER ACTION WITHOUT MEETING. Whenever shareholders are required or permitted to take an action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by the holders of all shares outstanding and entitled to vote or, if the Certificate of Incorporation so permits, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted.

1.10 FIXING RECORD DATE. For the purpose of determining the Shareholders entitled to notice of or to vote at any meeting of the Shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the Shareholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix a record date for any such determination, which shall be not more than 60 nor less than 10 days before the date of any such meeting, and not more than 60 days prior to any other action. In any such case, only the Shareholders of record at the fixed time shall be entitled to notice of and to vote at the meeting or to express such consent or dissent, or to receive such dividend, distribution or rights, or to be considered shareholders for the purposes of any other action, as the case may be.

ARTICLE II

Board of Directors

2.1 NUMBER OF DIRECTORS. The number of directors constituting the entire Board of Directors shall be one (1), until changed from time to time by action of the Shareholders or as designated by resolution of the entire Board of Directors. The entire Board of Directors means the total number of Directors that the Corporation would have if there were no vacancies.

2.2 ELECTION AND POWERS. Except as limited by the Certificate of Incorporation or Bylaws, the Board of Directors shall have management and control of the affairs and business of the Corporation. The Board will be elected by the shareholders at each annual meeting or by unanimous written consent in lieu of a meeting. Each Director shall serve until his or her successor is elected or appointed and qualified, unless his position as Director is vacated by resignation, death, removal or otherwise.

2.3 VACANCIES. Subject to the requirements of Section 705 of the New York Business Corporation Law, whenever any vacancy occurs in the Board of Directors by reason of death, resignation, increase in the number of directors or otherwise, it may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining Director, for the balance of the term, or, if the Board of Directors has not filled such vacancy or if there are no remaining directors, it may be filled by the Shareholders.

2.4 REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such times and places as the Board of Directors may determine from time to time.

2.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by order of the Chairman of the Board or the President. Written notice (including via e-mail) of the time and place of each special meeting shall be given to each Director by or at the direction of the person or persons calling the meeting at least two days before the meeting. Except as otherwise specified in the notice, or as required by statute, the Certificate of Incorporation or the Bylaws, any and all business may be transacted at a special meeting.

2.6 ORGANIZATION. Every meeting of the Board of Directors shall be presided over by the Chairman of the Board, or, in his or her absence, the President. In the absence of the Chairman of the Board and the President, a presiding officer shall be chosen by a majority of the directors present. The Secretary of the Corporation shall act as secretary of the meeting, but, in his or her absence, the presiding officer may appoint any person to act as secretary of the meeting.

2.7 QUORUM and VOTE. A majority of the Board of Directors in office shall constitute a quorum for the transaction of business, so long as at least one-third of the total number of Directors participates in the vote. If necessary, less than a quorum may adjourn any meeting to another time or place until a quorum is present, without further notice. Except as otherwise required by the New York Business Corporation Law, the Certificate of Incorporation or the Bylaws, all matters coming before any meeting of the Board shall be decided by majority vote of the Directors present at the meeting, so long as a quorum is present.

2.8 ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors consent in writing to the adoption of a resolution or resolutions authorizing the action, which resolution or resolutions, and the written consents thereto by the members of the Board of Directors, shall be filed with the minutes of the proceedings of the Board of Directors. Any one or more members of the Board of Directors may participate in a meeting of such Board by means of a conference call allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

2.9 COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may appoint an executive committee and other committees, each consisting of one or more directors, which, to the extent provided in the resolution appointing them, shall have all of the authority of the Board of Directors, with the exception of any authority the delegation of which is prohibited by Section 712 of the New York Business Corporation Law Each such committee shall serve at the pleasure of the Board of Directors which may fill vacancies in, change the membership of, or discharge any such committee at any time.

2.10 REMOVAL. Subject to Section 706 of the New York Business Corporation Law, the Shareholders may remove anyone or more of the Directors with or without cause.

ARTICLE III

Officers

3.1 GENERAL. The Board of Directors shall elect the officers of the Corporation, which may include a President, a Secretary and a Treasurer and other officers as the Board of Directors may designate from time to time.

3.2 TERM OF OFFICE, REMOVAL AND VACANCY. Each Officer shall hold office until the meeting of the Board of Directors following the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier resignation or removal. Any Officer shall be subject to removal with or without cause at any time by the Board of Directors. Vacancies in any office, whether occurring by death, resignation, removal or otherwise, may be filled by the Board of Directors.

3.3 POWERS AND DUTIES. Each of the Officers of the Corporation shall, unless otherwise ordered by the Board of Directors, have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred upon him or her by the Board of Directors. Unless otherwise ordered by the Board of Directors after the adoption of the Bylaws, the Chairman of the Board, or, when the office of the Chairman of the Board is vacant, the President shall be the Chief Executive Officer of the Corporation.

ARTICLE IV

Stock

4.1 STOCK CERTIFICATES. The interest of each Shareholder of the Corporation shall be evidenced by stock certificates in such form not inconsistent with the New York Business Corporation Law or the Certificate of Incorporation and shall be signed by the Chairman of the Board, the President, and Chief Executive Officer.

4.2 TRANSFER OF STOCK. Shares of stock of the Corporation shall be nontransferable. The Board of Directors shall have the power and authority to make all such other rules and regulations as it may deem prudent concerning the issue, transfer and registration of certificates for shares of the Corporation. The existence of restrictions on the sale or transfer of shares or any other matters required by law to be disclosed on stock certificates of the Corporation shall be noted conspicuously on the face or back of every certificate for shares issued by the Corporation.

4.3 OWNERSHIP OF STOCK. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof and shall not be bound to recognize any equitable claim or other claim to shares on the part of any other person, whether or not expressly provided by law. The Corporation may issue a new certificate for shares in place of a certificate issued by it, alleged to have been lost or destroyed, and the Board of Directors may require the owner of any lost or destroyed certificate, or his or her legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate or the issuance of a new certificate.

ARTICLE V

Miscellaneous

5.1 FISCAL YEAR. The Board of Directors shall have power to fix, and from time to time to change, the fiscal year of the Corporation.

5.2 DIVIDENDS. Subject to applicable law, dividends may be declared and paid out of earned surplus only, in such amounts, and at such time or times as the Board of Directors may determine, so long as the Corporation is not insolvent when such dividend is paid or rendered insolvent by the payment of such dividend.

ARTICLE VI

Indemnification

6.1 INDEMNIFICATION. The Corporation may indemnify any Director, officer, employee or agent of the Corporation to the fullest extent permitted by the New York Business Corporation Law and other applicable law.

ARTICLE VII

Books and Records

7.1 RECORDS. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the shareholders, of the Board of Directors, and/or any committee which the directors may appoint, and shall keep at the office of the Corporation in the state of New York or at the office of the transfer agent or registrar, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each, and the dates when they respectively became the owners of record thereof any of the foregoing books, minutes, or records may be in written form or in any other form capable of being converted into written form within a reasonable time.

ARTICLE VIII

Amendment

8.1 AMENDMENT. The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the Corporation by vote of a majority of the entire Board of Directors, subject to the provisions of Section 602 of the New York Business Corporation Law and also subject to the power of the shareholders to amend or repeal the Bylaws made or altered by the Board of Directors.

EX-10.3

Exhibit 10.3

HERE TO SERVE – MISSOURI WASTE DIVISION, LLC

CREDIT AGREEMENT

DATED AS OF APRIL 30, 2014

COMERICA BANK

Execution Copy

TABLE OF CONTENTS

Page(s)

1. DEFINITIONS 6

2. TERM LOAN 16

2.1 Commitment 16

2.2 Accrual of Interest and Maturity; Evidence of Indebtedness 16

2.3 Optional Prepayment of Term Note 16

2.4 Use of Proceeds 16

3. REVOLVING CREDIT 16

3.1 Revolving Credit Commitment 16

3.2 Accrual of Interest and Maturity 16

3.3 Requests for Advance 16

3.4 Prepayment 17

3.5 Reduction of Indebtedness 17

3.6 Use of Proceeds 17

3.7 Unused Fee 17

3.8 Reduction or Termination of Commitment 17

4. MANDATORY PREPAYMENT. 19

5. CONDITIONS.                                                                                                                                                                                                                                                                                                                          21

5.1 Borrowing Authority 21

5.2 Execution of Loan Documents 21

5.3 Insurance 22

5.4 Compliance with Contractual Obligations 22

5.5 Opinions of Counsel 22

5.6 Management Services Agreement and Employment Agreements 22

5.7 Lease Agreements 22

5.8 Payment of Fees 22

5.9 No Material Adverse Change 22

5.10   Subordinated Debt 22

5.11   Quality of Earnings Report 22

5.12   Governmental and Other Approvals 22

5.13   Closing Certificate 22

5.14   Acquisition. 23

5.15   Continuing Conditions 23

6. REPRESENTATIONS AND WARRANTIES. 23

6.1 Authority 23

6.2 Due Authorization; Non-Contravention; Binding Obligations 23

6.3 Good Title; Property; Leases; No Liens 24

6.4 No Litigation 24

6.5 Compliance with Laws 24

6.6 ERISA 25

6.7 Accuracy of Information 25

6.8 Taxes 25

6.9 Subsidiaries 25

6.10 Environmental and Safety Matters 25

6.11 No Investment Company or Margin Stock 25

6.12 Conditions Affecting Business or Properties 26

6.13 Solvency 26

6.14 Capitalization 26

6.15 Customer and Supplier Relationships 26

6.16 Employee Matters 26

6.17 Transaction Documents. 26

7. AFFIRMATIVE COVENANTS. 27

7.1 Financial Statements; Certificate; Other Information. Furnish Bank: 27

7.2 Payment of Obligations 28

7.3 Maintenance of Property; Insurance 28

7.4 Inspection of Property; Books and Records 28

7.5 Notices 28

7.6 Licenses; Permits 29

7.7 Conduct of Business 29

7.8 ERISA 29

7.9 Further Assurances 29

7.10 Accounts 29

7.11 Environmental Compliance 29

7.12 Use of Proceeds 30

7.13 Future Subsidiaries; Additional Collateral 30

7.14 Fixed Charge Coverage Ratio 30

7.15 Senior Debt to EBITDA Ratio 30

7.16 Total Debt to EBITDA Ratio 30

7.17 Hedging Transaction 30

7.18 Vehicle Titles 30

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8. NEGATIVE COVENANTS. 30

8.1 Limitations on Debt 31

8.2 Limitations on Mergers; Sales of Assets 31

8.3 Limitation of Guarantee Obligations 32

8.4 Limitations on Acquisitions 32

8.5 Limitations on Liens 32

8.6 Restricted Payments 32

8.7 Transactions with Affiliates 32

8.8 Limitations on Investments 33

8.9 Limitation on Other Restrictions 33

8.10   Prepayment of Debt 33

8.11   Amendment to Organizational Documents or Transaction Documents 33

8.12   Change in Business 33

8.13   Limitation on Sale – Leaseback Transactions 34

8.14   Fiscal Year 34

8.15   Management Fees 34

8.16   Amendment of Subordinated Debt Documents 34

8.17   Operating Leases 34

9. EVENTS OF DEFAULT. 34

9.1 Event of Default 34

9.2 Exercise of Remedies 35

9.3 Application of Proceeds 35

9.4 Rights Cumulative 36

9.5 Set-Off 36

9.6 Waiver of Defaults 36

9.7 Waiver by Borrower of Certain Laws 36

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10. MISCELLANEOUS. 36

10.1 Successors and Assigns 36

10.2 Costs and Expenses 36

10.3 Accounting Principles 36

10.4 Indulgence 36

10.5 Notices 37

10.6 Law of Michigan; Consent to Jurisdiction 37

10.7 Amendment and Waiver 37

10.8 Payments 38

10.9 Interest 38

10.10 WAIVER OF JURY TRIAL 38

10.11 Counterparts 38

10.12 Complete Agreement; Conflicts 38

10.13 Severability 38

10.14 Independence of Covenants 38

10.15 Reliance on and Survival of Various Provisions 38

10.16 Indemnification 39

10.17 Prepayment of Here to Serve Notes 39

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EXHIBITS:

Exhibit A	Form of Revolving Credit Note
Exhibit B	Form Covenant Compliance Report
Exhibit C	Form of Security Agreement
Exhibit D	Form of Term Note
Exhibit E	Form of Pledge Agreement
Exhibit F	Form of Capex Credit Note

SCHEDULES:

Schedule 5.1	Jurisdictions
Schedule 5.2A	Names
Schedule 6.3(b)	Real Property
Schedule 6.5	Compliance with Laws
Schedule 6.6	ERISA
Schedule 6.9	Subsidiaries of Borrower
Schedule 6.10	Environmental
Schedule 6.14	Capitalization
Schedule 6.16	Union Contracts
Schedule 8.1	Debt
Schedule 8.3	Guarantees
Schedule 8.5	Liens
Schedule 8.7	Affiliate Transactions
Schedule 8.8	Investments

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT, made as of the 30th day of April, 2014, by and among HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company (“Borrower”) and COMERICA BANK (herein called “Bank”).

RECITALS

A.           Borrower desires to obtain certain credit facilities from Bank.

B.           Bank is willing to extend such credit to Borrower on the terms and conditions herein set forth.

NOW, THEREFORE, Bank and Borrower agree as follows:

1.   DEFINITIONS

For the purposes of this Agreement the following terms will have the following meanings:

“Account” shall have the meaning assigned to it in the Michigan Uniform Commercial Code on the date of this Agreement.

“Acquisition” shall mean the acquisition by Borrower of substantially all of the assets of Meridian Waste LLC (“Seller”) under the terms of the Asset Purchase Agreement.

“Acquisition Documents” shall mean the Asset Purchase Agreement and any other related documents or agreements arising from or entered into pursuant to the terms of such Asset Purchase Agreement, including any employment agreements executed and delivered on the date hereof, in each case as amended as permitted hereunder from time to time.

“Advance” shall mean a borrowing requested by the Borrower and made by Bank under Section 3 or 3.A of this Agreement.

“Adjusted EBITDA” shall mean for any period of determination, the sum of (i) EBITDA, (ii) Pro Forma Acquisition EBITDA and (iii) Pro Forma Qualifying Contracts EBITDA. With respect to the Acquisition, Pro Forma Acquisition EBITDA shall be $2,887,000 and shall decrease by $721,750 on the last day of each fiscal quarter (commencing June 30, 2014).

“Affiliate” shall mean, with respect to any Person, any other Person or group acting in concert in respect of the first Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with such first Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person or group of Persons, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise. Unless otherwise specified to the contrary herein, Affiliate shall refer to Affiliates of the Borrower.

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“Applicable Measuring Period” shall mean (a) for any date of determination ending prior to December 31, 2014, the period beginning January 1, 2014 and ending on such date and (b) for any date of determination ending on or after December 31, 2014, the twelve preceding months then ending.

“Asset Purchase Agreement” shall mean the Agreement dated January 3, 2014 between Holdings and Meridian Waste Services, LLC (“Seller”), as amended and assigned to Borrower.

“Asset Sale” shall mean the sale, transfer, lease or other disposition by Borrower or any of its Subsidiaries of any asset to any Person.

“Assignment” shall mean the Assignment as Collateral Security dated April 30, 2014 by the Borrower in favor of the Bank, as the same may be amended or modified from time to time.

“Bank” shall have the meaning set forth in the preamble to this Agreement, and include any successors and/or assigns of Bank.

“Business Day” shall have the meaning given to such term in the Notes.

“Capex Credit Commitment” shall mean Seven Hundred Fifty Thousand Dollars ($750,000).

“Capex Credit Maturity Date” shall mean April 30, 2016.

“Capex Credit Note” shall mean the note described in Section 3.A.1 hereof, made by the Borrower to the Bank in the form attached to this Agreement as Exhibit F, as such note may be amended, renewed, replaced, extended or supplemented from time to time.

“Capital Expenditures” shall mean, for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a Capitalized Lease) of fixed or capital assets or additions to equipment, plant and property that should be capitalized under GAAP on a Consolidated balance sheet of such Person and its Subsidiaries including, without limitation, amounts paid or payable under any conditional sale or other title retention agreement or under any lease or other periodic payment arrangement which is of such a nature that payment obligations of the lessee or obligor thereunder would be required by GAAP to be capitalized and shown as liabilities on the balance sheet of such lessee or obligor.

“Capitalized Lease” shall mean any lease of any property (whether real, personal or mixed) by any Person as lessee which, in conformity with GAAP, is or is required to be accounted for as a capital lease on the balance sheet of such Person, together with any renewals of such leases (or entry into new leases) on substantially similar terms.

“Cash Equivalents” shall include:

(a)   direct general obligations of the United States of America or obligations the payment of principal of and interest on which is unconditionally guaranteed by the United States of America;

(b)   obligations of a state of the United States, the District of Columbia or any possession of the United States, or any political subdivision thereof, which are described in Section 103(a) of the Internal Revenue Code and are graded in any of the highest three (3) major grades as determined by at least one nationally recognized statistical rating organization; or secured, as to payments of principal and interest, by a letter of credit provided by a financial institution or insurance provided by a bond insurance company which in each case is itself or its debt is rated in one of the highest three (3) major grades as determined by at least one nationally recognized statistical rating organization;

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(c)   banker’s acceptances, commercial accounts, demand deposit accounts, money market accounts, certificates of deposit, or depository receipts issued by or maintained with any bank, trust company, savings and loan association, savings bank or other financial institution whose deposits are insured by the Federal Deposit Insurance Corporation and whose reported capital and surplus equal at least $250,000,000, provided that such minimum capital and surplus requirement shall not apply to demand deposit accounts maintained by Borrower or any of the Subsidiaries in the ordinary course of business;

(d)   commercial paper rated at the time of purchase within the two highest classifications established by not less than two nationally recognized statistical rating organizations, and which matures within 270 days after the date of issue;

(e)   secured repurchase agreements against obligations itemized in clause (a) above, and executed by a bank or trust company or by members of the association of primary dealers or other recognized dealers in United States government securities, the market value of which must be maintained at levels at least equal to the amounts advanced; and

(f)   any fund or other pooling arrangement which exclusively purchases and holds the items listed in (a) through (e) above.

“Change of Control” shall mean an event or series of events whereby (i) any Person or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) other than Jeffrey Cosman shall either (x) acquire beneficial ownership of more than 51% of any outstanding class of equity interests of Holdings having ordinary voting power in the election of managers of the Board of Directors of Holdings or (y) obtain the power (whether or not exercised) to elect a majority of directors to the Board of Directors of Holdings or (ii) Holdings no longer owns and controls all of the issued and outstanding Equity Interests of the Borrower.

“Closure/Post Closure Letter of Credit” shall mean any Letter of Credit issued for the account of Borrower or any of its Subsidiaries to support such Person’s obligations to maintain or otherwise provide financial assurance for closure and/or post-closure care pursuant to any Environmental Law or as required by any governmental authority.”

“Condemnation Proceeds” shall mean the cash proceeds received by the Borrower or any Subsidiary in respect of any condemnation proceeding net of reasonable fees and expenses (including without limitation attorneys’ fees and expenses) incurred in connection with the collection thereof or the adjustment or settlement of any claims of Borrower or such Subsidiary in respect thereof.

 “Collateral” shall mean all property or rights in which a security interest, mortgage, Lien or other encumbrance for the benefit of Bank is or has been granted or arises or has arisen, under or in connection with this Agreement, the other Loan Documents, or otherwise to secure the Indebtedness.

“Consolidated” shall mean, when used with reference to any financial term in this Agreement, the aggregate for two or more Persons of the amounts signified by such term for all such Persons determined on a consolidated or combined, as applicable, basis in accordance with GAAP. Unless otherwise specified herein, references to Consolidated financial statements, information or data of Borrower shall be deemed to mean the financial statements, information and data of Borrower in consolidation with its Subsidiaries in accordance with GAAP.

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“Consolidated Net Income” shall mean the net income (or loss) of the Borrower and its consolidated Subsidiaries for any period determined in accordance with GAAP.

“Covenant Compliance Report” shall mean a Covenant Compliance Report, substantially in the form of Exhibit B attached hereto.

“Debt” shall mean as to any Person, without duplication (a) all Funded Debt of such Person, (b) all Guarantee Obligations of such Person, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (d) all indebtedness of such Person arising in connection with any Hedging Transaction entered into by such Person, (e) all recourse Debt of any partnership of which such Person is the general partner and (f) all Off-Balance Sheet Liabilities.

“Default” shall mean any condition or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default under this Agreement.

“EBITDA” shall mean, as of any date of determination, Consolidated Net Income of Borrower and its consolidated Subsidiaries for the four preceding fiscal quarters ending on such date, plus, to the extent deducted in computation of such Net Income, the sum of (a) income tax expense of Borrower and its consolidated Subsidiaries for such period, (b) interest expense of Borrower and its consolidated Subsidiaries for such period, (c) depreciation and amortization expense of Borrower and its consolidated Subsidiaries for such period, (d) transaction fees and expenses in connection with the Acquisition contemplated by this Agreement in an amount not exceeding $500,000, plus (e) non-cash charges related to the sale of assets, plus (f) non-cash charges approved by Bank in the exercise of its sole discretion, plus (g) Royalty Fees paid during such period, minus (h) non-cash gains or income related to the sale of assets, all as determined on a consolidated basis for Borrower and its consolidated Subsidiaries in accordance with GAAP.

“Effective Date” shall mean the date on which all the conditions precedent set forth in Section 5 have been satisfied.

“Environmental Laws” shall mean all federal, state and local laws including statutes, regulations, ordinances, codes, rules, and other governmental restrictions and requirements, relating to environmental pollution, contamination or other impairment of the environment or any hazardous or toxic substances of any nature, including but not being limited to the Federal Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, and the Federal Superfund Amendments and Reauthorization Act of 1986, each as amended from time to time.

“Equity Interest” shall mean (i) in the case of any corporation, all capital stock and any securities exchangeable for or convertible into capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents of corporate stock (however designated) in or to such association or entity, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person, and including, in all of the foregoing cases described in clauses (i), (ii), (iii) or (iv), any warrants, rights or other options to purchase or otherwise acquire any of the interests described in any of the foregoing cases.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor act or code.

“Event of Default” shall mean any of the events of default specified in Section 9 hereof.

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“Excess Cash Flow” shall mean, for any fiscal year, beginning with the fiscal year of Borrower ending December 31, 2014, the sum of (without duplication) (a) Consolidated Net Income for such fiscal year plus (b) to the extent deducted in determining Consolidated Net Income for such fiscal year, depreciation, depletion and amortization for such fiscal year, minus the sum of (i) Capital Expenditures made during such fiscal year excluding any Capital Expenditures payments financed with money borrowed (other than with the Advances), (iii) the amount of any optional prepayment of any Term Loan during such fiscal year, (iv) the amount of all scheduled payments and mandatory prepayments of principal on Funded Debt made during such fiscal year (excluding any payment on the Revolving Credit Note or any other revolving loan facility for which there is no corresponding permanent reduction in the applicable revolving credit facility) made during such fiscal year, and (v) any non-cash credits or gains included in Consolidated Net Income for such fiscal year, and (vi) Tax Distributions made during such fiscal year.

“Fixed Charge Coverage Ratio” shall mean as of any date of determination, the ratio of Consolidated Net Income for twelve preceding months then ending, plus depreciation and amortization expense for such period, plus interest expense during such period, minus Maintenance Capital Expenditures during such period, minus dividends and distributions during such period, to cash interest expense during such period, plus scheduled payments of principal payable during such period (including the principal component of Capital Lease obligations), plus Royalty Fee payments made during such period, all as determined on a consolidated basis for Borrower and its consolidated Subsidiaries in accordance with GAAP.

“Funded Debt” of any Person shall mean, without duplication, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services as of such date (other than operating leases and trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices) or which is evidenced by a note, bond, debenture or similar instrument, (b) the principal component of all obligations of such Person under Capitalized Leases, (c) all reimbursement obligations (actual, contingent or otherwise) of such Person in respect of letters of credit, bankers acceptances or similar obligations issued or created for the account of such Person, (d) all liabilities of the type described in (a), (b) and (c) above that are secured by any Liens on any property owned by such Person as of such date even though such Person has not assumed or otherwise become liable for the payment thereof, the amount of which is determined in accordance with GAAP; provided however that so long as such Person is not personally liable for any such liability, the amount of such liability shall be deemed to be the lesser of the fair market value at such date of the property subject to the Lien securing such liability and the amount of the liability secured, and (e) all Guarantee Obligations in respect of any liability which constitutes Funded Debt; provided, however that Funded Debt shall not include any indebtedness under any Hedging Transaction prior to the occurrence of a termination event with respect thereto.

“GAAP” shall mean generally accepted accounting principles in the United States of America, consistently applied.

“Guarantee Obligations” shall mean as to any Person (the “guaranteeing person”) any obligation of the guaranteeing person in respect of any obligation of another Person (the “primary obligor”) (including, without limitation, any bank under any letter of credit), the creation of which was induced by a reimbursement agreement, counter indemnity or similar obligation issued by the guaranteeing person, in any case guaranteeing or in effect guaranteeing any Debt, leases, dividends or other obligations (the “primary obligations”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Borrower in good faith.

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“Guaranty” shall mean each Guaranty executed by the Individual Guarantor, by Holdings and its Subsidiaries or a Subsidiary Guarantor in accordance with the provisions of Section 7.13.

“Hazardous Materials” shall mean and include any hazardous, toxic or dangerous waste, substance or material defined as such in (or for purposes of) the Environmental Laws.

“Hedging Transaction” means each interest rate swap transaction, basis swap transaction, forward rate transaction, equity transaction, equity index transaction, foreign exchange transaction, cap transaction, floor transaction (including any option with respect to any of these transactions and any combination of any of the foregoing) (but excluding any commodity hedging agreement of any kind) entered into by the Borrower from time to time, but only for risk management purposes and not for speculative purposes.

“Here to Serve Notes” shall mean the three Promissory Notes each in the principal amount of $491,666.67 payable by Holdings to Joe Reich, Ed Kniep IV and Charles E. Barcom, Jr. each dated April 30, 2014, as the same may be amended, modified, renewed or replaced from time to time.

“Holdings” shall mean Here to Serve Holding Corp., a Delaware corporation.

“Indebtedness” shall mean all loans, advances, indebtedness, obligations and liabilities of each Loan Party to Bank under this Agreement or any of the other Loan Documents or otherwise, together with all other indebtedness, obligations and liabilities whatsoever of such Loan Party to Bank arising under or in connection with this Agreement, whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, and any renewals or refinancing of the same.

“Individual Guarantor” shall mean Jeffrey Cosman.

“Initial Reinvestment Period” shall mean a 90-day period commencing on the date on which Borrower or any of its Subsidiaries receives Net Cash Proceeds, Insurance Proceeds or Condemnation Proceeds, as the case may be, during which Reinvestment must be commenced under Section 4 of this Agreement.

“Insurance Proceeds” shall mean the cash proceeds received by Borrower or any Subsidiary from any insurer in respect of any damage or destruction of any property or asset net of reasonable fees and expenses (including without limitation attorneys fees and expenses) incurred solely in connection with the recovery thereof or the adjustment or settlement of any claims of Borrower or such Subsidiary in respect thereof.

“Intercompany Loan” shall mean any loan (or advance in the nature of a loan) by any Loan Party to the Borrower or any Subsidiary Guarantor, provided that each such loan or advance is evidenced by an Intercompany Note which is pledged to Bank.

“Intercompany Investment” shall mean any investment (including without limitation, any guaranty of obligations or indebtedness to third parties) by any Loan Party in or to the Borrower or any Subsidiary Guarantor.

“Intercompany Note” shall mean any promissory note issued or to be issued by a Loan Party to evidence an Intercompany Loan in form acceptable to Bank.

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“Lien” shall mean the security interest or Lien arising from any pledge, assignment, hypothecation, mortgage, security interest, deposit arrangement, option, trust receipt, conditional sale or title retaining contract, sale and leaseback transaction, Capitalized Lease, consignment or bailment for security, or any other type of Lien, charge, encumbrance, title exception, preferential or priority arrangement affecting property, whether based on common law or statute.

“Loan Documents” shall mean collectively, this Agreement, the Notes, the Security Agreement, the Guaranty, if any, the Pledge Agreement, the Assignment as Collateral Security, any documents executed in connection with any Hedging Transaction with Bank and any other instruments or agreements executed at any time pursuant to or in connection with any of the documents described in this definition, and any and all amendments, renewals, replacements, substitutions, extensions or other modifications of any of the foregoing.

“Loan Parties” shall mean collectively, Holdings and Borrower and its Subsidiaries and “Loan Party” shall mean any one of them, as the context indicates or otherwise requires.

“Maintenance Capital Expenditure” shall mean all unfinanced Capital Expenditures of Borrower or its consolidated Subsidiaries incurred with respect to replacement of existing equipment used by Borrower or any of its consolidated Subsidiaries in its operations.

 “Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property, or financial condition of the Loan Parties taken as a whole, (b) the ability of any Loan Party to perform its respective obligations under this Agreement, the Notes or any other Loan Document to which it is a party, or (c) the validity or enforceability of this Agreement, the Notes or any of the other Loan Documents or the rights or remedies of Bank hereunder or thereunder.

“Net Cash Proceeds” shall mean the aggregate cash payments received by Borrower or any Subsidiary from any Asset Sale, the issuance of Equity Interests or the issuance of Subordinated Debt, as the case may be, net of the reasonable costs and expenses incurred in connection with such sale or issuance, as the case may be, including without limitation legal, accounting and investment banking fees, sales commissions, and other third party charges, and net of property taxes, transfer taxes and any other taxes paid or payable by such Person in respect of any sale or issuance.

“Notes” shall mean the Term Note, the Capex Credit Note and the Revolving Credit Note.

“Operating Lease Obligations” means all obligations for the payment of rent for any real or personal property under leases or agreements to lease, other than obligations for payment of rent under Capitalized Leases.

“PBGC” is defined in Section 6.6.

“Pension Plan” is defined in Section 6.6.

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“Permitted Liens” shall mean with respect to any Person:

(a)   Liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of such Person in conformity with GAAP;

(b)   carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s Liens or other like Liens arising in the ordinary course of business which secure obligations that are not overdue for a period of more than 30 days or are being contested in good faith by appropriate proceedings, provided that (i) in the case of any such contest, enforcement of such Liens has been suspended and (ii) appropriate reserves have been made on the books of such Person as may be required by GAAP, consistently applied, therefor;

(c)   Liens arising in connection with worker’s compensation, unemployment insurance, old age pensions and social security benefits and similar statutory obligations which are not overdue for a period of more than 30 days or are being contested in good faith by appropriate proceedings diligently pursued, provided that in the case of any such contest (i) any proceedings commenced for the enforcement of such Liens shall have been duly suspended; and (ii) such provision for the payment of such liens has been made on the books of such Person as may be required by GAAP, consistently applied

(d)   (i) Liens incurred in the ordinary course of business to secure the performance of statutory obligations arising in connection with progress payments or advance payments due under contracts with the United States government or any agency thereof entered into in the ordinary course of business and (ii) Liens incurred or deposits made in the ordinary course of business to secure the performance of statutory obligations (not otherwise permitted under subsection (c) of this definition), bids, leases, fee and expense arrangements with trustees and fiscal agents, trade contracts, surety and appeal bonds, performance bonds and other similar obligations (exclusive of obligations incurred in connection with the borrowing of money, any lease-purchase arrangements or the payment of the deferred purchase price of property), provided that full provision for the payment of all such obligations set forth in clauses (i) and (ii) has been made on the books of such Person as may be required by GAAP, consistently applied;

(e)   Liens arising in connection with any condemnation or eminent domain proceeding affecting real property which is not otherwise a Default or Event of Default under this Agreement;

(f)   any interest or title of a lessor under any lease entered into by any Loan Party in the ordinary course of business;

(g)   minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, or any interest of any lessor or sublessor under any lease permitted hereunder which, in each case, does not materially interfere with the business of such Person;

(h)   any provision in the invoicing or sale documentation of any supplier of a Loan Party which provides for retention of title to an asset by the supplier or transferor, provided that such Loan Party does not finance the acquisition of such asset on retention of title terms and such Lien is not perfected;

(i)   Liens described in attached Schedule 8.5 and continuations or renewals of such Liens, provided that such continuations or renewals do not extend to any additional property or assets of any Loan Party or secure any additional obligations, other than as set forth in Schedule 8.5 and that any Debt secured by such Liens satisfies the requirements of Section 8.1(b) hereof;

(j)   Liens and security interests securing Debt permitted by Section 8.1(c) provided that (i) such Liens are created upon fixed or capital assets acquired, constructed or improved by the Borrower after the date of this Agreement (including by virtue of a Capitalized Lease); (ii) any such Lien or security interest is created solely for the purpose of securing indebtedness representing, or incurred to finance, the cost of the acquisition, construction, improvement or leasing of the item of property subject thereto; and (iii) the principal amount of the Debt or Capitalized Lease secured by such Lien does not exceed 100% of the fair value of the property at the time it was acquired; and

(k)   continuations or renewals of Liens that are permitted under subsections (a)-(j) hereof, provided such continuations or renewals do not violate the specific time periods set forth in subsections (b) and (c) and provided further that such Liens do not extend to any additional property or assets of any Loan Party or secure any additional obligations of any Loan Party.

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“Person” or “person” shall mean any individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated association, joint stock company, government, municipality, political subdivision or agency, or other entity.

“Pledge Agreement” shall mean the Security Agreement (Negotiable Collateral) dated as of April 30, 2014 between Holdings and the Bank in the form attached as Exhibit E.

“Pro Forma Acquisition EBITDA” shall mean, for any period, to the extent that such amounts are ascertainable either from audited financial statements, or unaudited financial statements in form and content satisfactory to Bank, in its sole discretion, and to the extent not included in the calculation of Borrower’s EBITDA, the EBITDA of Persons acquired during the period of determination, plus, subject to Bank’s approval, which may be granted or withheld in Bank’s sole discretion, any non-recurring, private company expenses related to the EBITDA of such acquired Person (such as owner compensation and pro forma operating cost savings) to the extent such expenses will not continue subsequent to such acquisition.

“Pro Forma Qualifying Contracts EBITDA” shall mean, for any period, pro forma EBITDA attributable to Qualifying Contracts to the extent not included in the calculation of EBITDA, computed on a basis satisfactory to Bank, in the exercise of its sole discretion with projected revenues determined on a basis satisfactory to Bank, in its sole and absolute discretion; provided that Pro Forma Qualifying Contracts EBITDA shall not include any such contracts where the addition to EBITDA for which pro forma EBITDA attributable to such contract is less than $150,000.

“Reinvest” or “Reinvestment” shall mean, with respect to any Net Cash Proceeds, Insurance Proceeds or Condemnation Proceeds received by any Person, the application of such monies to (i) repair, improve or replace any tangible personal (excluding Inventory) or real property of the Borrower or its Subsidiaries or any intellectual property reasonably necessary in order to use or benefit from any property or (ii) acquire any such property (excluding inventory) to be used in the business of such Person.

“Reinvestment Period” shall mean a 90-day period commencing on the date on which Borrower or any of its Subsidiaries receives Net Cash Proceeds, Insurance Proceeds or Condemnation Proceeds, as the case may be, during which Reinvestment must be completed under Section 4 of this Agreement.

“Reportable Event” shall mean an event described in Section 4043(c) of ERISA with respect to a Pension Plan other than those events as to which the thirty-day notice period is waived under subsection 22, 23, 25, 27, 28 or 29 of PBGC Regulation Section 4043.

“Revolving Credit Commitment” shall mean One Million Two Hundred Fifty Thousand Dollars ($1,250,000).

“Revolving Credit Maturity Date” shall mean April 30, 2016.

“Revolving Credit Note” shall mean the Note described in Section 2.1 hereof made by Borrower to Bank in the form annexed to this Agreement as Exhibit A.

“Security Agreement” shall mean the Security Agreement in the form of Exhibit C to this Agreement executed and delivered by the Borrower and each Subsidiary of Borrower, as the same may be amended restated or otherwise modified from time to time.

“Senior Debt to Adjusted EBITDA Ratio” shall mean as of any date of determination a ratio the numerator of which is Funded Debt (excluding contingent obligations with respect to Closure/Post Closure Letters of Credit) as of such date, minus the outstanding principal amount of the Subordinated Debt as of such date and the denominator of which is Adjusted EBITDA for the twelve preceding months ending on such date.

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“Subordinated Debt” shall mean any obligation of Holdings, Borrower or any of its Subsidiaries which is expressly subordinated in priority of payment to the Indebtedness, in each case, pursuant to the terms of a subordination agreement executed and delivered to, and acceptable to, Bank.

“Subordination Agreements” shall mean the Subordination Agreements, dated as of April 30, 2014, among the holders of the Here to Serve Notes, the Bank and the Borrower relating to the Subordinated Debt owed to such holders.

“Subsidiary(ies)” shall mean any other corporation, association, joint stock company, business trust, limited liability company or any other business entity of which more than fifty percent (50%) of the outstanding voting stock, share capital, membership or other interests, as the case may be, is owned either directly or indirectly by any Person or one or more of its Subsidiaries, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by any Person and/or its Subsidiaries. Unless otherwise specified to the contrary herein or the context otherwise requires, Subsidiary(ies) shall refer to the Subsidiary(ies) of Borrower.

“Subsidiary Guarantors” shall mean each Subsidiary of Borrower which shall have executed and delivered a guaranty of the Indebtedness (or a joinder to such a guaranty) together with a Security Agreement, in each case in form and substance reasonably acceptable to Bank, and “Subsidiary Guarantor” shall mean any one of them, as the context shall require or otherwise indicate.

“Tax Distributions” means the aggregate distributions made by a Borrower in any calendar year to the holder of any Equity Interest in such Borrower up to the federal and state income taxes allocated to such holder of such Equity Interest in such Borrower (calculated at the highest applicable combined marginal rate in effect at the relevant time applicable to corporations resident in the state of Missouri attributable to the taxable income or gain of such Borrower for the immediately preceding calendar year.

“Term Loan” shall mean the term loan to be made to the Borrower by the Bank pursuant to Section 2.1 hereof, in an aggregate amount not to exceed the Term Loan Commitment.

“Term Loan Commitment” shall mean Nine Million Five Hundred Thousand Dollars ($9,500,000).

“Term Loan Maturity Date” shall mean April 30, 2016.

“Term Note” shall mean the term note described in Section 2.1 hereof, made by the Borrower to the Bank in the form attached to this Agreement as Exhibit D, as such note may be amended, renewed, replaced, extended or supplemented from time to time.

“Total Debt to Adjusted EBITDA Ratio” shall mean as of any date of determination a ratio the numerator of which is Funded Debt (excluding contingent obligations with respect to Closure/Post Closure Letters of Credit) as of such date, and the denominator of which is Adjusted EBITDA for the twelve preceding months ending on such date.

“Transaction Documents” shall mean the Asset Purchase Agreements (including all schedules, exhibits and attachments to same), as amended as permitted hereunder from time to time, and any and all other related documents or agreements arising from such agreements or the transactions contemplated thereby.

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2.   TERM LOAN

            2.1  Commitment. Subject to the terms and conditions hereof, Bank agrees to loan, and Borrower agrees to borrow, an amount equal to the Term Loan Commitment in a single disbursement on the Effective Date.

2.2  Accrual of Interest and Maturity; Evidence of Indebtedness. The loan under this Article 2 shall be evidenced by the Term Note. The Indebtedness outstanding under the Term Note shall be repaid on the Term Loan Maturity Date, when all unpaid principal plus accrued interest thereon shall be due and payable. Interest shall accrue and be payable as provided in the Term Note. Subject to the terms hereof, until the Term Loan Maturity Date, when all unpaid principal plus accrued interest thereon shall be due and payable, principal is payable as provided in the Term Note.

2.3  Optional Prepayment of Term Note. The Borrower may prepay the Term Note as provided in the Term Note.

2.4   Use of Proceeds.  Proceeds of the Term Loan shall be available, subject to the terms hereof, to refinance existing indebtedness of the Borrower and to pay a portion of the purchase price for the Acquisition.

3.   REVOLVING CREDIT

   3.1  Revolving Credit Commitment.  Subject to the terms and conditions of this Agreement, Bank agrees to make Advances to Borrower at any time and from time to time from the date of this Agreement until the Revolving Credit Maturity Date, in an aggregate principal amount not to exceed at any one time outstanding the Revolving Credit Commitment.  All of the Advances under this Section 3 shall be evidenced by the Revolving Credit Note under which Advances, repayments and readvances may be made, subject to the terms and conditions of this Agreement and the Revolving Credit Note.

   3.2  Accrual of Interest and Maturity.  The Revolving Credit Note and all principal and interest outstanding thereunder, shall mature on the Revolving Credit Maturity Date.  Interest on each advance hereunder shall accrue and be payable as provided in the Revolving Credit Note.  The amount and date of each Advance, as provided in the Revolving Credit Note and the amount and date of any repayment shall be noted on Bank’s records, which records will be conclusive evidence thereof absent manifest error.

   3.3  Requests for Advance.  Borrower may request an Advance under this Section 3 upon the delivery to Bank of a request for advance in form acceptable to Bank executed by authorized officers of Borrower, subject to the following:

(a)   on the proposed date of such Advance, after giving effect to all Advances, the principal amount of such Advance, plus the sum of the amount of all other outstanding Advances under this Section 3, shall not exceed the then applicable Revolving Credit Commitment;

(b)   a Request for Advance, once delivered to Bank, shall not be revocable by the Borrower;

(c)   each request for advance shall constitute a certification by Borrower, as of the date thereof:

(i)   both before and after such Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Persons;

(ii)   all conditions to Advances have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);

(iii)   there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);

(iv)   the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and

(v)   the execution of such request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of any Loan Party.

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Bank may, at its option, lend under this Section 3 upon the telephone or email request of an authorized officer of the Borrower and, in the event Bank makes any such Advance upon a telephone or email request, the requesting authorized officer shall, if so requested by Bank, fax to Bank, on the same day as such telephone or email request, a request for Advance in the form acceptable to Bank. Borrower hereby authorizes Bank to disburse Advances under this Section 3 pursuant to the telephone or email instructions of any person(s) purporting to be an authorized officer of the Borrower and the Borrower shall bear all risk of loss resulting from disbursements made upon any telephone or email request. Each telephone or email request for an Advance shall constitute a certification of the matters set forth in this Section 2.3.

                3.4  Prepayment.  Borrower may prepay all or part of the outstanding balance of the Advance(s) under the Revolving Credit Note at any time. Any prepayment of an Advance shall be without premium, penalty or prejudice to Borrower’s right to reborrow under the terms of this Agreement.

3.5  Reduction of Indebtedness.  If at any time and for any reason the aggregate outstanding principal amount of Advances hereunder to Borrower shall exceed the then applicable Revolving Credit Commitment, Borrower shall immediately reduce any pending request for an Advance on such day by the amount of such excess and, to the extent any excess remains thereafter, immediately repay an amount of the Indebtedness equal to such excess.

3.6  Use of Proceeds.  Proceeds of Advances under the Revolving Credit Note shall be used solely for working capital and general corporate purposes of Borrower and its Subsidiaries, including to pay all costs, fees and expenses due in connection with the issuance of the Indebtedness and to pay a portion of the purchase price for the Acquisition.

3.7  Unused Fee.  Borrower shall pay to Bank an unused fee on the average daily balance of the unused portion of the Revolving Credit Commitment at a per annum rate equal to the one quarter of one percent (¼%), computed on the actual number of days elapsed using a year of 360 days. The unused fee shall be payable quarterly in arrears on the first day of each calendar quarter (commencing July 1, 2014) and on the Revolving Credit Maturity Date.

3.8  Reduction or Termination of Commitment.  Borrower may, upon at least five (5) Business Days’ prior written notice to Bank, permanently reduce or terminate the Revolving Credit Commitment in whole at any time, or in part from time to time, without premium or penalty, provided that: (i) each partial reduction of the Revolving Credit Commitment shall be in an aggregate amount equal to at least Two Hundred Fifty Thousand Dollars ($250,000) (or a greater amount in $250,000 increments); (ii) each reduction shall be accompanied by the payment of the commitment fee, if any, accrued to the date of such reduction attributable to the amount of such reduction; (iii) Borrower shall prepay in accordance with the terms hereof the amount, if any, by which the aggregate unpaid principal amount of Advances exceeds the amount of the Revolving Credit Commitment, taking into account the aforesaid reductions thereof, together with accrued but unpaid interest on the principal amount of such prepaid Advances to the date of prepayment. Reductions of the Revolving Credit Commitment will not be available for reinstatement by or readvance to Borrower and shall be permanent and irrevocable.

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3.A           CAPEX CREDIT

3.A.1  Capex Credit Commitment.  Subject to the terms and conditions of this Agreement, Bank agrees to make Advances to Borrower at any time and from time to time from the date of this Agreement until the Capex Credit Maturity Date, in an aggregate principal amount not to exceed at any one time outstanding the Capex Credit Commitment.  All of the Advances under this Section 3.A shall be evidenced by the Capex Credit Note under which Advances and repayments but not readvances may be made, subject to the terms and conditions of this Agreement and the Capex Credit Note.

3.A.2  Accrual of Interest and Maturity.  The Capex Credit Note and all principal and interest outstanding thereunder, shall mature on the Capex Credit Maturity Date.  Interest on each advance hereunder shall accrue and be payable as provided in the Capex Credit Note.  The amount and date of each Advance, as provided in the Capex Credit Note and the amount and date of any repayment shall be noted on Bank’s records, which records will be conclusive evidence thereof absent manifest error.

3.A.3  Requests for Advance.  Borrower may request an Advance under this Section 3.A upon the delivery to Bank of a request for advance in form acceptable to Bank executed by authorized officers of Borrower, subject to the following:

(a)   on the proposed date of such Advance, after giving effect to all Advances, the principal amount of such Advance, plus the sum of the amount of all other outstanding Advances under this Section 3.A, shall not exceed the then applicable Capex Credit Commitment;

(b)   a Request for Advance, once delivered to Bank, shall not be revocable by the Borrower;

(c)   each request for advance shall constitute a certification by Borrower, as of the date thereof:

(i)   both before and after such Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Persons;

(ii)   all conditions to Advances have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);

(iii)   there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);

(iv)   the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and

(v)   the execution of such request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of any Loan Party.

Bank may, at its option, lend under this Section 3.A upon the telephone or email request of an authorized officer of the Borrower and, in the event Bank makes any such Advance upon a telephone or email request, the requesting authorized officer shall, if so requested by Bank, fax to Bank, on the same day as such telephone or email request, a request for Advance in the form acceptable to Bank. Borrower hereby authorizes Bank to disburse Advances under this Section 3.A pursuant to the telephone or email instructions of any person(s) purporting to be an authorized officer of the Borrower and the Borrower shall bear all risk of loss resulting from disbursements made upon any telephone or email request. Each telephone or email request for an Advance shall constitute a certification of the matters set forth in this Section 3.A.3.

(d)   the principal amount of each Advance under the Capex Credit Note used to purchase machinery and equipment shall not exceed ninety percent (90%) of the invoice cost (excluding installation and delivery expense, import fees and other soft costs) of new machinery and equipment purchased by the Borrower or any Subsidiary of the Borrower with the proceeds of such Advance and the principal amount of each Advance under the Capex Credit Note used to fund improvements to property shall not exceed ninety percent (90%) of the cost of such improvements.  Advances under the Capex Credit Note shall be used solely to fund the purchase price of new machinery and equipment and to fund improvements to property used by the Borrower or its Subsidiaries.  Machinery and equipment financed with the proceeds of Advances under this Section 3A must be acceptable to Bank in the exercise of its reasonable credit judgment.

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3.A.4  Prepayment.  Borrower may prepay all or part of the outstanding balance of the Advance(s) under the Capex Credit Note at any time. Any prepayment of an Advance shall be without premium, penalty or prejudice to Borrower’s right to reborrow under the terms of this Agreement.

3.A.5  Reduction of Indebtedness.  If at any time and for any reason the aggregate outstanding principal amount of Advances hereunder to Borrower shall exceed the then applicable Capex Credit Commitment, Borrower shall immediately reduce any pending request for an Advance on such day by the amount of such excess and, to the extent any excess remains thereafter, immediately repay an amount of the Indebtedness equal to such excess.

3.A.6  Use of Proceeds.  Proceeds of Advances under the Capex Credit Note shall be used solely  to purchase new machinery and equipment and to finance improvements to property utilized by the Borrower and its Subsidiaries.

3.A.7  Unused Fee.  Borrower shall pay to Bank an unused fee on the average daily balance of the unused portion of the Capex Credit Commitment at a per annum rate equal to the one quarter of one percent (¼%), computed on the actual number of days elapsed using a year of 360 days. The unused fee shall be payable quarterly in arrears on the first day of each calendar quarter (commencing July 1, 2014) and on the Capex Credit Maturity Date.

4.   MANDATORY PREPAYMENT.

                4.1  Subject to Section 4.6, the Term Loan shall be subject to required principal reductions in the amount of fifty percent (50%) of Excess Cash Flow for each fiscal year, such prepayments to be payable in respect of each fiscal year beginning with the fiscal year ending December 31, 2014, and each fiscal year thereafter, and to be due on May 1 of the following fiscal year.

4.2  Subject to Section 4.6 promptly upon receipt (and in any event no later than two (2) Business Days after receipt) by the Borrower or any of its Subsidiaries of any Net Cash Proceeds from any Asset Sales in excess of $250,000 in any fiscal year which are not Reinvested as described in the following sentence, the Borrower shall prepay the Term Loan by an amount equal to one hundred percent (100%) of such Net Cash Proceeds, provided, however that the Borrower shall not be obligated to prepay the Term Loan with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the applicable Asset Sale, the Borrower provides to Bank a certificate executed by an officer of the Borrower (“Reinvestment Certificate”) stating (x) that the Asset Sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the Asset Sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Event of Default has occurred and is continuing at the time of the Asset Sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such proceeds to Bank, to be applied to repay the Term Loan in accordance with Section 4.5.

4.3  Subject to Section 4.6, promptly upon receipt (and in any event no later than two (2) Business Days after receipt) by the Borrower or any Subsidiary of Net Cash Proceeds from the issuance of any Equity Interests of such Person, the Borrower shall prepay the Term Loan by an amount equal to fifty percent (50%) of such Net Cash Proceeds.

               4.4  Subject to Section 4.6, promptly upon receipt (and in any event no later than two (2) Business Days after receipt) by the Borrower or any Subsidiary of any Insurance Proceeds or Condemnation Proceeds, the Borrower shall be obligated to prepay the Term Loan by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that any Insurance Proceeds or Condemnation Proceeds, as the case may be, may be Reinvested by the Borrower if the following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, the Borrower provides to Bank a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, and (y) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is commenced within the Initial Reinvestment Period and completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, the Borrower shall promptly pay such proceeds to Bank, to be applied to repay the Term Loan in accordance with Section 4.6.

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4.5  Subject to Section 4.6, on the date Holdings is required to make any payment under the provisions of Section 1.3 of the Here to Serve Notes, Borrower shall pay to Bank a mandatory prepayment of the Term Loan in an amount equal to the aggregate amount required to be paid by Holdings under Section 1.3 of the Here to Serve Notes, including the aggregate amount of prepayment fees payable thereunder. In addition, if Bank consents to a prepayment of the Here to Serve Notes, then Borrower shall on the date any such prepayment is made prepay the Term Loan by an amount equal to such prepayment of the Here to Serve Notes.

4.6  Each mandatory prepayment under this Section 4 or any other mandatory or optional prepayment of the Term Loan under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto. Each mandatory or optional prepayment of the Term Loan shall be applied to installments of principal on the Term Loan in the inverse order of their maturities.

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5.   CONDITIONS.

The Effective Date shall be deemed to have occurred, and the obligations of Bank to make Advances and fund the Term Loan shall arise upon the satisfaction or waiver of each of the following conditions, provided if such conditions are not satisfied or waived by April 15, 2014, this Agreement shall be null and void and have no further effect:

                 5.1  Borrowing Authority. Borrower agrees to furnish Bank, in form and substance reasonably satisfactory to Bank, with (i) certified copies of resolutions of the boards of directors, the managers or partners, as applicable, of each Loan Party evidencing approval of the transactions contemplated hereunder and authorizing the execution and delivery of the Loan Documents, hereunder, including incumbency and signatures of authorized officers of the applicable Loan Party; (ii) a certificate of good standing from the state of each Loan Party’s organization and from the state(s) in which a failure by any of them to be qualified to do business would have a Material Adverse Effect (each such jurisdiction being listed on the attached Schedule 5.1); (iii) copies of each Loan Party’s articles of incorporation and bylaws, membership certificate and operating agreement, partnership certificate and agreement or other constitutional documents as applicable, as in effect on the Effective Date and (iv) such other similar documents and instruments as Bank may reasonably require.

5.2  Execution of Loan Documents. Borrower agrees to furnish, execute and deliver to Bank, or cause to be furnished, executed and delivered to Bank, prior to or simultaneously with the initial borrowing hereunder, in form and substance reasonably satisfactory to Bank, the following:

(a)   this Agreement; and

(b)   the Notes.

5.2A  Collateral Documents. As security for all Indebtedness of Borrower to Bank hereunder, Borrower agrees to furnish, execute and deliver to Bank, or cause to be furnished, executed and delivered to Bank, prior to or simultaneously with the initial borrowing hereunder, in form and substance reasonably satisfactory to Bank, the following:

(a)   the Security Agreement;

(b)   the Pledge Agreement;

(c)   the Subordination Agreement from Holdings;

(d)   the Assignment;

(e)   the Guaranty from Holdings and its Subsidiaries;

(f)   the Guaranty from the Individual Guarantor;

(g)   financing statements required or requested by Bank to perfect all security interests to be conferred upon Bank under any Loan Document and to accord Bank a perfected first priority security position under the Uniform Commercial Code (subject only to the Liens permitted by Section 8.5);

(h)   certified copies of uniform commercial code requests for information, or a similar search report certified by a party reasonably acceptable to Bank, dated a date reasonably near to the Effective Date, listing all effective financing statements which name the Borrower or Subsidiary (under their present names or under any previous names, trade names or d/b/a’s used within five (5) years prior to the date hereof, such names being listed in their entirety on Schedule 5.2A hereof) as debtors and which are filed in the jurisdictions in which filings are to be made pursuant to the Loan Documents, together with (i) copies of such financing statements, and (ii) executed Uniform Commercial Code (Form UCC-3) Termination Statements, if any, necessary to release all Liens and other rights of any Person in any Collateral described in the Loan Documents previously granted by any Person (other than Liens permitted by Section 8.5); and

(i)   Such other documents or agreements of security and appropriate assurances of validity, perfection of Liens for the benefit of Bank and first priority of Liens for the benefit of Bank as Bank may reasonably request at any time.

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5.3  Insurance. Bank shall have received evidence reasonably satisfactory to it that the Loan Parties have obtained the insurance policies required by Section 7.3 hereof and that such insurance policies are in full force and effect.

5.4  Compliance with Contractual Obligations. The Borrower (and any of its Subsidiaries or Affiliates) shall have each performed and complied in all material respects with all agreements and conditions contained in this Agreement, the other Loan Documents, or any agreement or other document executed thereunder and required to be performed or complied with by each of them (as of the applicable date), and none of such parties shall be in material default in the performance of or compliance with any of the terms or provisions hereof or thereof.

5.5  Opinions of Counsel.  The Loan Parties shall furnish Bank with an opinion of counsel to the Loan Parties, each opinion dated the Effective Date and covering such matters as reasonably required by and otherwise reasonably satisfactory in form and substance to Bank.

5.6  Management Services Agreement and Employment Agreements.  The Bank shall have received copies of the Management Services Agreement and all material employment agreements of the Loan Parties which shall remain in effect following the Effective Date, the terms of which are reasonably acceptable to the Bank.

5.7  Lease Agreements.  For each property leased by any Loan Party, on the Effective Date, Bank shall have received a copy of the applicable lease agreement.

5.8 Payment of Fees.  On or before the Effective Date, the Borrower shall have paid to Bank all fees and expenses (including, but not limited to reasonable attorney’s fees) incurred in connection with the execution and delivery of this Agreement and the related Loan Documents and a non-refundable commitment fee of $115,000 payable by Borrower to Bank, which fee shall be deemed to be fully earned upon execution by Borrower and Bank of this Agreement.

5.9  No Material Adverse Change.  No material adverse change to the finances, condition, operations, prospects, property or business expectations of any Loan Party shall result from the consummation of the transactions contemplated by this Agreement or any related Loan Document.

5.10  Subordinated Debt.  (i) On or before the Effective Date, the Bank shall have received executed copies of the Subordination Agreements.

5.11  Quality of Earnings Report.  On or before the Effective Date, the Bank shall have received a quality of earnings report for the Target prepared by an accounting firm acceptable to Bank which is in form and substance acceptable to Bank, and which shows trailing twelve month EBITDA for the period ending December 31, 2013 of not less than $2,900,000.

5.12  Governmental and Other Approvals.  Bank shall have received copies of all authorizations, consents, approvals, licenses, qualifications or formal exemptions, filings, declarations and registrations with, any court, governmental agency or regulatory authority or any securities exchange or any other person or party (whether or not governmental) received by any Loan Party in connection with the transactions contemplated by the Loan Documents to occur on the Effective Date.

5.13  Closing Certificate.  The Bank shall have received a certificate of an officer of Borrower dated the Effective Date (or, if different, the date of the initial Advance hereunder), stating that to the best of such officer’s knowledge after due inquiry, (a) the conditions set forth in this Section 5 have been satisfied to the extent required to be satisfied by any Loan Party; (b) the representations and warranties made by the Loan Parties in this Agreement or any of the other Loan Documents, as applicable, are true and correct in all material respects; (c) no Default or Event of Default shall have occurred and be continuing; (d) since December 31, 2013, nothing shall have occurred which has had, or could reasonably be expected to have, a material adverse change on the business, results of operations, conditions, property or prospects (financial or otherwise) of Borrower or any other Loan Party and (e) stating that the consummation of the Acquisition as if the stating the Pro Forma Balance Sheet accurately presents in material respects the pro forma financial position of the Borrower and its Subsidiaries in accordance with GAAP (except as to the entries necessary to give effect to the Acquisition and related financing), and such Pro Forma Balance Sheet, and the respective amounts of assets, liabilities and equity reflected therein, shall be satisfactory to the Bank.

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5.14 Acquisition.

(a)   The Bank shall have received executed copies of the Transaction Documents in effect on the Effective Date, certified by an officer of Borrower as being true, correct and complete. The Transaction Documents shall be in form and substance reasonably satisfactory to the Bank and each of the Transaction Documents shall have been duly authorized, executed and delivered by each of the parties thereto and shall be in full force and effect.

(b)   The Bank shall have received a certification from Borrower that no term or provision of the Transaction Documents shall have been modified, and that no material condition to consummation of the Acquisition shall have been waived, in either case in a manner detrimental to the Loan Parties or the Bank by any of the parties thereto.

(c)   The Bank shall have received such evidence as reasonably requested by Bank that the Acquisition has been, or substantially contemporaneously herewith, will be consummated substantially in accordance with the terms of the Transaction Documents, and that each of the Persons party thereto are in material compliance therewith, to the extent applicable.

5.15 Continuing Conditions. The obligations of Bank to make Advances (including the initial Advance) under this Agreement shall be subject to the continuing conditions that:

(a)   No Default or Event of Default shall exist as of the date of the Advance; and

(b)   Each of the representations and warranties contained in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects as of the date of the Advance (as the case may be) as if made on and as of such date (other than any representation or warranty that expressly speaks only as of a different date).

6.   REPRESENTATIONS AND WARRANTIES.

Borrower represents and warrants as follows and such representations and warranties shall survive until final payment in full of the Indebtedness and the performance by the Loan Parties of all other obligations under this Agreement and the other Loan Documents:

6.1 Authority.  Each Loan Party is a corporation (or other business entity) duly organized and existing in good standing under the laws of the jurisdiction of its organization; each Loan Party is in good standing in each jurisdiction in which it is required to be qualified to do business, except where the failure to be so qualified would not have a Material Adverse Effect.

6.2Due Authorization; Non-Contravention; Binding Obligations.  Execution, delivery and performance of the applicable Loan Documents to which any Loan Party is a party, are within such Loan Party’s powers, have been duly authorized, are not in contravention of law or such Loan Party’s organizational documents or of the unwaived terms of any material indenture, contract, agreement or undertaking to which such Loan Party is a party or by which it is bound, and do not require the consent or approval of any third party, governmental body, agency or authority; and the Loan Documents and other documents and instruments required thereunder, when issued and delivered, will be valid and binding on such Loan Party in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law).

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6.3  Good Title; Property; Leases; No Liens.  (a) Each Loan Party, to the extent applicable, has good and valid title (or, in the case of real property, good and marketable title) to all assets owned by it, and, each Loan Party has a valid leasehold interest or interest as a licensee in all of its leased real property;

(b)   The real property described in Schedule 6.3(b) hereof constitutes all of the real property owned or leased (including all warehouse locations) by the Loan Parties on the Effective Date;

(c)   On the Effective Date, the Loan Parties will own or have a valid leasehold interest in all assets necessary for the continued operation of Borrower’s and its Subsidiaries’ business in substantially the same manner as immediately prior to the Effective Date;

(d)   Each Loan Party shall own or have a valid leasehold interest in all real property or other assets necessary for its continued operations and no material condemnation, eminent domain or expropriation action has been commenced, or, to the best knowledge of the Borrower, threatened;

(e)   There are no security interests, Liens, mortgages, or other encumbrances on and no financing statements on file with respect to any of the assets owned by the Loan Parties, except for the Liens permitted pursuant to Section 8.5 of this Agreement;

(f)   There are no defaults by any party under any real property lease agreement which, either singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect; each real property lease agreement is the valid and binding obligation of the Persons party thereto; and

(g)   All real property leases (and all amendments thereto) of the Loan Parties in effect on the Effective Date shall have been delivered to Bank prior to the date hereof.

6.4  No Litigation.  No litigation or other proceeding before any court or administrative agency is pending, or to the best knowledge of the officers of the Borrower is threatened against any Loan Party, the outcome of which could reasonably be expected to have a Material Adverse Effect. There is not outstanding against any Loan Party any judgment, decree, injunction, rule, or order of any court, government, department, commission, agency, instrumentality or arbitrator nor is any Loan Party in violation of any applicable law, regulation, ordinance, order, injunction, decree or requirement of any governmental body or court where such matters would reasonably be expected to have a Material Adverse Effect.

6.5  Compliance with Laws.  Except as disclosed on Schedule 6.5, each Loan Party has complied with all applicable federal, state and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) including but not limited to Environmental Laws, and the requirements of its own organizational documents except to the extent that failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. Neither the extension of credit made pursuant to this Agreement or the use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, nor any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or The United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, Public Law 10756, October 26, 2001 or Executive Order 13224 of September 23, 2001 issued by the President of the United States (66 Fed. Reg. 49049 (2001)).

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6.6  ERISA.  No Loan Party maintains or contributes to any employee pension benefit plan subject to title IV of ERISA, except those set forth in attached Schedule 6.6 (each, a “Pension Plan”). There is no material unfunded past service liability of any Pension Plan maintained by any Loan Party, and there is no “accumulated funding deficiency” within the meaning of Section 302 of ERISA, or any existing material liability with respect to any Pension Plan owed to the Pension Benefit Guaranty Corporation (“PBGC”) or any successor thereto, except any funding deficiency for which an application to the PBGC for waiver is pending or for which a waiver has been granted by the PBGC.

6.7  Accuracy of Information.  The financial statements of the Seller delivered to Bank dated as of December 31, 2013 fairly present in all material respects the financial condition of Seller as of such date. The projections and pro forma financial information delivered to Bank with respect to the Acquisition is based upon good faith estimates and assumptions believed by management of the Borrower to be accurate and reasonable at the time made. Since said date there has been no material adverse change in the financial condition of Borrower and its Consolidated Subsidiaries. To the best of the knowledge of the Borrower’s officers, Borrower and its Consolidated Subsidiaries do not have any material contingent obligations (including any liability for taxes) not disclosed by or reserved against in the balance sheet previously delivered to Bank and dated as of December 31, 2013, except as otherwise disclosed to Bank in writing prior to the Effective Date. There are no material unrealized or anticipated losses from any present commitment of Borrower or any of its Consolidated Subsidiaries that are not disclosed by or reserved against in the opening balance sheet delivered to Bank dated as of January 31, 2014, or otherwise disclosed to Bank in writing prior to the Effective Date.

6.8  Taxes.  All material tax returns and tax reports of the Loan Parties required by law to have been filed have been duly filed or extensions in respect thereof have been obtained, and all material taxes, assessments and other governmental charges or levies (other than those presently payable without penalty and those currently being contested in good faith for which adequate reserves have been established) upon any Loan Party (or any of its properties) which are due and payable and for which the failure to pay would have a materially adverse effect on such Loan Party’s business or the value of its property or assets have been paid. The charges, accruals and reserves on the books of the Loan Parties in respect of U.S. Federal income tax for all periods are adequate in the opinion of the Borrower.

6.9  Subsidiaries.  As of the Effective Date, Borrower has no Subsidiaries except as listed in Schedule 6.9.

6.10  Environmental and Safety Matters.  Except as set forth in Schedule 6.10 and except for such matters as are not likely to have a Material Adverse Effect:

(a)   all facilities and property owned or leased by the Loan Parties are in compliance with all Environmental Laws;

(b)   Borrower has not received notice from any Person alleging that the Loan Parties or the facilities and property owned or leased by the Loan Parties are in violation of any Environmental Law;

(c)   Borrower has no knowledge of and has not received any written request for information or any written notice that any Loan Party is a potentially responsible party under any Environmental Law; and

(d)   Borrower has no knowledge of any conditions at, on or under any property now or previously owned or leased by the Loan Parties which, with the passage of time, or the giving of notice or both, would give rise to liability of the Loan Parties under any Environmental Law.

6.11  No Investment Company or Margin Stock.  No Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is engaged principally, or as one of its important activities, directly or indirectly, in the business of extending credit for the purpose of purchasing or carrying margin stock, and none of the proceeds of any of the loans hereunder will be used, directly or indirectly, for any purpose which would violate the provisions of Regulation U or X of the Board of Governors of the Federal Reserve System. Terms for which meanings are provided in Regulation U of the Board of Governors of the Federal Reserve System or any regulations substituted therefor, as from time to time in effect, are used in this paragraph with such meanings.

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6.12  Conditions Affecting Business or Properties.  None of the businesses or the properties of any Loan Party is affected by any fire, storm, hail, earthquake, explosion, accident, Act of God, strike, lockout, dispute, embargo, or other casualty which, after giving effect to the Loan Party’s receipt of the insurance proceeds therefor, to the extent applicable, could reasonably be expected to have a Material Adverse Effect, or if such strike, lockout, dispute or embargo were to continue for more than seven (7) days such strike, lockout, dispute or embargo could reasonably be expected to have a Material Adverse Effect.

6.13  Solvency.  After giving effect to the transactions contemplated by this Agreement, each Loan Party will be solvent, able to pay all of its indebtedness as it matures and will have capital sufficient to carry on its business and all business in which it is about to engage. No Loan Party is insolvent, nor will any Loan Party be rendered insolvent by its execution and delivery to Bank of this Agreement, any Loan Document or by the consummation of the transactions contemplated by this Agreement, or any Loan Document, and the capital and monies remaining in the Loan Parties are not now and will not become so unreasonably small as to preclude the Loan Parties from carrying on their respective businesses. No Loan Party intends to nor does management of any Loan Party believe it will incur obligations beyond its ability to pay them as they mature. No Loan Party contemplates filing a petition in bankruptcy or for an arrangement or reorganization under Bankruptcy Code or any similar law of any jurisdiction now or hereafter in effect relating to any Loan Party, nor does any Loan Party have any knowledge of any threatened bankruptcy or insolvency proceedings against a Loan Party.

6.14  Capitalization.  Schedule 6.14 sets forth as of the Effective Date the number of authorized, issued and outstanding shares (or other equity interests) of each Loan Party, the par value of such shares and the holders of such shares. All issued and outstanding shares of capital stock of (or other equity interests in) each Loan Party are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens (except for the benefit of Bank and those certain Permitted Liens set forth in subsection (a) of the definition of Permitted Liens) and such shares (or other equity interests) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. No shares (or other equity interests) of any Loan Party, other than those described above, are issued and outstanding as of the Effective Date. As of the Effective Date, except as disclosed on Schedule 6.14, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Loan Party, of any shares of capital stock or other securities or ownership interests of any Loan Party.

6.15  Customer and Supplier Relationships.  Borrower does not have any knowledge of any intention or indication by a significant customer or significant supplier of a Loan Party that such significant customer or significant supplier intends to limit or alter or terminate its business relationship with any Loan Party, where such limitation, alteration or termination could have a Material Adverse Effect.

6.16  Employee Matters.  Set forth on Schedule 6.16 are all union contracts or agreements to which any Loan Party is party as of the Effective Date and the related expiration dates of each such contract. There are no slowdowns, unfair labor practice complaints, strikes, grievances, work stoppages, arbitration proceedings or controversies pending or, to the best knowledge of the Borrower, threatened against any Loan Party, other than such grievances or controversies arising in the ordinary course of business which in the aggregate could not reasonably be expected to have a Material Adverse Effect.

6.17  Transaction Documents.

(a)   As of the Effective Date, Borrower has furnished Bank with true, correct and complete copies of all Transaction Documents.  Borrower, and to Borrower’s knowledge, each other party to the Transaction Documents, has taken all necessary action to authorize the execution, delivery and performance of each Transaction Document to which such Person is a party.

(b)   Each Loan Party has complied with all applicable federal, state and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all other transactions contemplated by the Transaction Documents, except to the extent that failure to comply therewith could not reasonably be expected to have a Material Adverse Effect, and all applicable waiting periods with respect to the transactions contemplated by the Transaction Documents have expired without any action being taken by any governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions.

(c)   The execution, delivery and performance of the Transaction Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, agreement, instrument or undertaking, or any judgment, order or decree, to which such Loan Party is a party or by which it or its properties are bound, or, to Borrower’s knowledge, to which any other party to the Transaction Documents is a party or by which any such party is bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect.

(d)   No Loan Party has granted a collateral assignment of, or a security interest over the Transaction Documents and no Loan Party has sold, transferred or assigned any Transaction Document to any Person.

(e)   No Transaction Document to which any Loan Party is a party has been modified, amended, altered or changed in any manner except in compliance with Section 8.11 of this Agreement, and there are no unwaived defaults existing under the Transaction Documents by any Loan Party that is a party thereto, or, to the best of the knowledge of any Loan Party, by any other party thereto.

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7.   AFFIRMATIVE COVENANTS.

Borrower covenants and agrees that it will and, as applicable, it will cause its Subsidiaries to, until the irrevocable final payment in full of the Indebtedness and the performance by the Loan Parties of all other obligations under this Agreement and the other Loan Documents:

7.1 Financial Statements; Certificate; Other Information. Furnish Bank:

(a)   as soon as available, but in any event within one hundred twenty (120) days after the end of each fiscal year of Borrower (or, in the case of the 2013 fiscal year, 150 days after the end of such fiscal year), a copy of the audited Consolidated financial statements of Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the related audited statements of income, accumulated earnings, and cash flows for such fiscal year and underlying assumptions, setting forth in each case in comparative form the figures for the previous fiscal year, certified as being prepared in accordance with GAAP and fairly stated in all material respects by a nationally recognized certified public accounting firm reasonably satisfactory to Bank;

(b)   as soon as available, but in any event within thirty five (35) days after the end of each month, Borrower prepared unaudited Consolidated financial statements of Borrower and its Consolidated Subsidiaries as at the end of such month, the related unaudited statements of income and cash flows of Borrower and its Consolidated Subsidiaries for the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the corresponding periods in the previous year and certified by the Borrower as being fairly stated in all material respects;

(c)   within forty five (45) days after and as of the end of each fiscal quarter, a Covenant Compliance Report as of the end of the applicable period executed by an authorized officer of the Borrower;

(d)   as soon as available, but in any event within thirty five (35) days after the end of each fiscal quarter, internally prepared unaudited Consolidated and Consolidating financial statements of Holdings and its Consolidated Subsidiaries as at the end of such fiscal quarter, the related unaudited statements of income and cash flows of Holdings and its Consolidated Subsidiaries for the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous year and certified by the Holdings as being fairly stated in all material respects;

(e)   on or before April 1 of each year, a personal financial statement for the Individual Guarantor in form and detail applicable to Bank and certified by him as to accuracy and completeness and within ten (10) days of filing, a copy of the Individual Guarantor’s federal income tax return, together with all schedules;

(f)   within thirty (30) days after the end of each fiscal year, financial projections for Borrower and its Consolidated Subsidiaries for the upcoming fiscal year in form reasonably satisfactory to Bank;

(g)   such information as required by the terms and conditions of any Loan Documents;

(h)   such additional schedules, certificates and reports respecting all or any of the Collateral, the items or amounts received by any Loan Party in full or partial payment thereof (for the sales as permitted hereunder), and any goods (the sale or lease of which shall have given rise to any of the Collateral) possession of which has been obtained by any Loan Party, all to such extent as Bank may reasonably request. Any such schedule, certificate or report shall be certified as accurate in all material respects (except as to any projections contained in such schedule, certificate or report which shall be certified as reasonable in all material respects taking into account all facts and information known or reasonably available to the Borrower) by a duly authorized officer of Borrower and shall be in such form and detail as Bank may reasonably specify;

(i)   promptly, and in form to be reasonably satisfactory to Bank, such other information as Bank may reasonably request from time to time.

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All financial statements required to be delivered under this Section 7.1 (other than projections which shall be reasonable in all material respects taking into account all facts and information known or reasonably available to the Borrower) to be complete and correct in all material respects as of the date when made and to be prepared in reasonable detail and in accordance with GAAP throughout the periods reflected therein and consistent with prior periods (except as approved by an officer and disclosed therein).

7.2 Payment of Obligations.  Pay and discharge all taxes and other governmental charges, and all contractual obligations calling for the payment of money, before the same shall become overdue except (i) where the failure to do so could not reasonably be expected to have a material adverse effect on a Loan Party or its property or (ii) to the extent only that such payment is being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided upon the books of the Loan Parties, provided that, in any event, Borrower will, and will cause its respective Subsidiaries to pay any such tax, charge or other obligation prior to the commencement of any proceeding to foreclose any Lien securing the same.

7.3 Maintenance of Property; Insurance.  (a) Keep all material property useful and necessary in its and its Subsidiaries’ business in working order (ordinary wear and tear excepted) and (b) maintain, and cause its Subsidiaries to maintain, insurance coverage on their physical assets against business risks in such amounts and of such types as are customarily carried by companies similar in size and nature, and in the event of acquisition of additional property, real or personal, or of incurrence of additional risks of any nature, increase such insurance coverage in such manner and to such extent as prudent business judgment and present practice would dictate; and in the case of all policies covering property mortgaged or pledged to Bank or property in which Bank shall have a security interest of any kind whatsoever, all such insurance policies shall provide that the loss payable thereunder shall be payable to the applicable Loan Party and Bank (as mortgagee or lender loss payee, as applicable) as their respective interests may appear, and all liability policies shall name Bank as an additional insured, all such casualty and liability policies, including all endorsements thereon or all copies thereof or any insurance certificates relating thereto, to be deposited with Bank.

7.4  Inspection of Property; Books and Records.  Upon reasonable advance notice (unless a Default or Event of Default has occurred and is continuing in which event such notice shall not be required) and during normal business hours, permit Bank, through its authorized attorneys, accountants and representatives, to examine each Loan Party’s books, accounts, records, ledgers and assets of every kind and description at all reasonable times upon oral or written request of Bank, which shall include but shall not be limited to collateral audits of each Loan Party conducted by Bank, at Borrower’s own cost and expense, and to visit each Loan Party’s offices and discuss financial matters with each Loan Party’s officers.  Notwithstanding anything herein to the contrary, Borrower shall not be responsible for the cost of any inspections, examinations and audits in excess of one (1) time in any period of twelve (12) consecutive months, excluding examinations and audits performed at a time when there exists a Default or Event of Default.  Borrower hereby authorizes (and will cause each other Loan Party to authorize) its independent certified public accountants to discuss the finances and affairs of the Loan Parties (and agrees to request such accountants to so discuss with the Bank) and to examine any of its or their books and other corporate records, provided that Borrower is offered the opportunity to participate in such discussions.

7.5  Notices.  (a) Promptly notify Bank of any condition or event which constitutes a Default or an Event of Default under this Agreement, and promptly inform Bank of the existence or occurrence of any condition or event (other than conditions having an effect on the economy in general) which could reasonably be expected to have a Material Adverse Effect.

(b)   Promptly notify Bank of any litigation or other proceeding before any court or administrative agency that arises, or to the knowledge of the officers of the Borrower is threatened against any Loan Party after the Effective Date, the outcome of which could reasonably be expected to have a Material Adverse Effect.

(c)   Provide Bank with copies and/or verbal notice (if verbal notice is only notice given) of all notices of default or event of default under any real property lease, or any agreement with a supplier or customer which, in any case, is material to any Loan Party, concurrently with delivery or promptly after receipt thereof.

(d)   Written notice to Bank (i) of all new jurisdictions in which any Loan Party has become qualified in order to transact business promptly after such qualification has occurred, (ii) not less than ten (10) Business Days prior to the proposed effectiveness thereof, of the acquisition or creation of new Subsidiaries, and (iii) not less than ten (10) Business Days prior to the proposed effectiveness thereof, of any material change in the authorized and issued equity interests of any Loan Party or the creation of any joint venture or any other material amendment to any Loan Party’s charter, by-laws or other organizational documents, such notice in each case to identify the applicable jurisdictions, capital structures or amendments, as applicable.

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7.6  Licenses; Permits.  Maintain, and cause its Subsidiaries to maintain, in good standing all licenses permits or approvals required by their respective states of incorporation or any agency thereof, or other governmental authority or any other third party that may be necessary or required for the Loan Parties to carry on their respective general business objects and purposes, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

7.7  Conduct of Business.  Continue to engage in its business and operations substantially as conducted immediately prior to the Effective Date, or in other businesses and operations related or complementary thereto;

7.8  ERISA.  Comply in all material respects, with all material requirements imposed by ERISA or the Internal Revenue Code as presently in effect or hereafter promulgated, including but not limited to, the minimum funding standards under Section 302 of ERISA with respect to any Pension Plan and promptly notify Bank after the occurrence thereof in writing of any of the following events:

(a)   the termination of a Pension Plan pursuant to Subtitle C of Title IV of ERISA or otherwise;

(b)   the appointment of a trustee by a United States District Court to administer a Pension Plan;

(c)   the commencement by the PBGC, or any successor thereto, of any proceeding to terminate a Pension Plan;

(d)   the failure of a Pension Plan to satisfy the minimum funding requirements for any plan year as established in Section 412 of the Internal Revenue Code of 1986, as amended;

(e)   the withdrawal of any Loan Party from a “multi-employer” plan, as so defined in Section 4001(a)(3) of ERISA; or

(f)   a Reportable Event.

7.9  Further Assurances.  Furnish Bank or cause to be furnished to Bank, upon Bank’s request, in form and substance reasonably satisfactory to Bank such additional pledges, assignments, mortgages, Lien instruments or other security instruments covering any Loan Party’s real and personal property of every nature and description, whether now owned or hereafter acquired and all voting equity interests in Borrower and its Subsidiaries and rights to acquire such interests (in each case as to all property or equity interests to the extent a Lien or pledge for the benefit of Bank has been made or is required to be made under this Agreement or any Loan Document), as Bank may in its sole reasonable discretion require, and defend all Collateral pledged to Bank as security for the Indebtedness pursuant to the terms of the Security Agreement and any other related Loan Documents, as applicable, from any Liens other than Liens permitted under Section 8.5.

7.10  Accounts.  Maintain all deposit accounts, treasury management and securities accounts with Bank.

7.11  Environmental Compliance. (a) Use and operate all of its facilities and properties in compliance with all Environmental Laws, keep all necessary permits, approvals, certificates, licenses and other authorizations under Environmental Laws in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws except where the failure to do so could not reasonably be expected to have a Material Adverse Effect;

(b)   Promptly notify Bank and provide copies upon receipt of all written claims, complaints, notices or inquiries received by any Loan Party of a material nature relating to its facilities and properties or compliance with Environmental Laws, and shall promptly cure all violations of or noncompliance with all Environmental Laws to the extent that such violations could reasonably be likely to have a Material Adverse Effect and shall diligently undertake to have dismissed with prejudice to the satisfaction of Bank any actions and proceedings relating to compliance with Environmental Laws to which any Loan Party is named a party, other than such actions or proceedings being contested in good faith and with the establishment of a reasonable reserve;

(c)   To the extent necessary to materially comply with Environmental Laws, remediate or monitor contamination arising from a release or disposal of Hazardous Material; and

(d)   Provide such information and certifications which Bank may reasonably request from time to time to evidence compliance with this Section 7.11.

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7.12  Use of Proceeds.  Use all Advances as set forth in Section 3.6.

7.13  Future Subsidiaries; Additional Collateral.  (a) With respect to each Person which becomes a Subsidiary of any Loan Party subsequent to the date of this Agreement, (x) promptly cause each such Subsidiary to execute and deliver to Bank, (i) a Guaranty and (ii) a Security Agreement, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by Bank, and (y) execute and deliver to Bank a security agreement encumbering all of the share capital or other ownership interests of any Subsidiary, (unless a valid and enforceable first priority Lien over such ownership interests is already granted pursuant to the terms of the Security Agreement), together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as may be reasonably required by Bank;

(b)   with respect to any warehouse where assets of the Loan Parties are held, the applicable Loan Party shall use its best efforts to deliver an executed bailee’s waiver for such location, unless such waiver is necessary for perfection of Bank’s Lien over such assets, in which case delivery of such waiver is required.

All documents delivered under this Section 7.13 shall be, in form and substance, reasonably acceptable to Bank. In addition, Borrower shall take, or cause to be taken, such steps as are necessary or advisable under applicable law to perfect and ensure the first priority of the Liens required to be granted under this Section 7.13, subject to the Liens permitted under Section 8.5 of this Agreement.

7.14  Fixed Charge Coverage Ratio.  Commencing June 30, 2014, maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio of not less than 1.20 to 1.0.

7.15  Senior Debt to EBITDA Ratio.  Commencing June 30, 2014, maintain at all times a Senior Debt to EBITDA Ratio of not more than the following amounts during the periods specified below:

June 30, 2014 through December 30, 2014	3.75 to 1.0
December 31, 2014 and thereafter	3.50 to 1.0

                7.16  Total Debt to EBITDA Ratio.  Commencing June 30, 2014, maintain at all times a Total Debt to EBITDA Ratio of not more than 4.50 to 1.0.

7.17  Hedging Transaction.  Within ninety (90) days following the Effective Date, the Borrower shall enter into a Hedging Transition sufficient, at the minimum, to cover seventy five percent (75%) of the aggregate outstanding principal amount of the Term Loan for a two-year period following the execution of such Hedging Agreement. The Hedging Agreement shall be in form and substance reasonably acceptable to the Bank.

7.18  Vehicle Titles.  On or before June 15, 2014, provide evidence satisfactory to Bank that Bank is listed as a first lienholder on all titles for vehicles owned by Borrower and provide the original vehicle titles to Bank.

8.   NEGATIVE COVENANTS.

Borrower covenants and agrees that it will not and, as applicable, it will cause its Subsidiaries not to, until the irrevocable final payment in full of the Indebtedness and the performance by the Loan Parties of all other obligations under this Agreement and the other Loan Documents:

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8.1  Limitations on Debt. Create, incur, assume or suffer to exist any Debt, except:

(a)   the Indebtedness;

(b)   any Debt as described in attached Schedule 8.1 and any renewals or refinancings of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof or other payments made reducing the principal amount of such Debt) on substantially the same or better terms as in effect on the Effective Date and otherwise in compliance with this Agreement, provided that no Default or Event of Default has occurred and is continuing, both before and after giving effect to the incurrence, renewal or refinancing thereof;

(c)   indebtedness incurred in connection with the acquisition, construction or improvement of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease) in an aggregate amount not exceeding $250,000 at any time outstanding, and any renewals or refinancing of such Debt, on substantially the same as or better terms as in effect on the date of incurrence of such Debt and otherwise in compliance with this Agreement, provided that no Default or Event of Default has occurred and is continuing, both before and after giving effect to the incurrence, renewal or refinancing thereof;

(d)   Intercompany Loans subject to the requirements of Section 8.8;

(e)   Debt in respect of Hedging Transactions;

(f)   Subordinated Debt existing as of the Effective Date; and

(g)   Guarantee Obligations to the extent permitted under Section 8.3 hereof.

8.2  Limitations on Mergers; Sales of Assets.  Enter into any merger or consolidation or sell, lease, assign, transfer, or dispose of all, substantially all, or any part of its assets, except:

(a)   leases or sales of inventory leased or sold in the ordinary course of its business;

(b)   sales or other dispositions of obsolete, damaged or worn out property, property no longer useful or useable in the conduct of any Loan Party’s business or property from closed locations or offices;

(c)   transfers of assets (i) to the Borrower or any Subsidiary Guarantor from another Loan Party, provided that each Loan Party which receives assets as permitted hereunder takes such actions as may be necessary to ensure the perfection and priority of Bank’s Lien over such transferred assets as further specified by this Agreement, or (ii) expressly permitted by Sections 8.5, 8.6 or 8.8;

(d)   leases or subleases to third parties of real property owned in fee or leased by any Loan Party or a disposition or assignment as lessor of a lease of real property or a non-exclusive license of intellectual property, in each case in the ordinary course of business;

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(e)   (i) mergers or consolidations of any Subsidiary of Borrower with or into Borrower (so long as the Borrower shall be the continuing or surviving entity); and (ii) mergers or consolidations of any Subsidiary of Borrower with or into any Subsidiary Guarantor, so long as such Subsidiary Guarantor shall be the continuing or surviving entity; provided, however, that at the time of each such merger or consolidation under sub-clauses (i) through (ii) of this clause (e), both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or result therefrom and notice of such merger or consolidation is provided at least fifteen (15) Business Days prior to its consummation;

(f)   dispositions of cash or Cash Equivalents in the ordinary course of business;

(g)   the settlement, discount or compromise of receivables in connection with the collection thereof, provided that such settlement, discount or compromise shall be in the ordinary course of such Loan Party’s business and pursuant to customary and reasonable industry practices;

(h)   (i) provided no Default or Event of Default has occurred and is continuing at the time of such sale (both before and after giving effect to such Asset Sale), Asset Sales in which the sales price is at least the fair market value of the assets sold and the aggregate amount of such Asset Sales (as determined on the basis of the gross sales price of such Asset Sales) is less than $250,000 in any fiscal year, and (ii) other Asset Sales approved in writing by Bank.

8.3  Limitation of Guarantee Obligations.  Guarantee, endorse, or otherwise become secondarily liable for or upon the obligations of others, except (i) by endorsement for deposit in the ordinary course of business, (ii) guarantees in favor of Bank and (iii) guarantees existing on the Effective Date and set forth on Schedule 8.3 hereto.

8.4  Limitations on Acquisitions.  Except for the Acquisition, purchase or otherwise acquire or become obligated for the purchase of all or substantially all or any material portion of the assets or business interests or a division or other business unit of any person, firm or corporation or any shares of stock of any corporation, trusteeship or association or in any other manner effectuate or attempt to effectuate an expansion of present business by such an acquisition.

8.5  Limitations on Liens.  Affirmatively pledge or mortgage any of its assets (including any property or revenue), whether now owned or hereafter acquired, or create, suffer or permit to exist any Lien, security interest in, or encumbrance thereon, except:

(a)   for the benefit of Bank; and

(b)   the Permitted Liens.

8.6  Restricted Payments.  Declare or make, or permit any Loan Party to declare or make any dividends, payments or other distribution upon its stock or other ownership interests, as applicable, (whether in the form of cash, assets, properties, rights, obligations or securities) or purchase, redeem or acquire for value any shares of its stock or other ownership interests, as applicable, or any warrants, rights or options to acquire such shares or other ownership interests, except Tax Distributions.

8.7  Transactions with Affiliates.  Except as set forth on Schedule 8.7 attached hereto, enter into any transaction or series of transactions with any Affiliate other than (a) transactions expressly permitted under this Agreement, (b) employment arrangements and employee benefit plans entered into in the ordinary course of business, (c) transactions among the Loan Parties and their respective Subsidiaries, not involving other Affiliates, (d) transactions specifically permitted by this Agreement, and (e) transactions on terms and conditions as favorable to the applicable Loan Party as would be obtainable in a comparable arms-length transaction with a Person other than an Affiliate.

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8.8  Limitations on Investments.  Make or allow to remain outstanding any investment (whether such investment shall be of the character of investment in shares of stock, evidence of indebtedness or other securities or otherwise) in, or any loans or advances or extensions of credit to, any person, firm, corporation or other entity or association, except:

(a)   investments of surplus cash in Cash Equivalents;

(b)   sales on open account and in the ordinary course of business;

(c)   deposits made in the ordinary course of business in order to obtain goods or services in an aggregate amount not to exceed $50,000 at any one time;

(d)   Intercompany Loans or Intercompany Investments made by the Borrower to or in any Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower;

(e)   Hedging Transactions;

(f)   the investments listed on the attached Schedule 8.8;

(g)   investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and not to exceed $50,000 in the aggregate at any one time outstanding; and

(h)   investments consisting of (i) prepaid expenses, (ii) negotiable instruments held for collection, (iii) lease, utility, workers’ compensation, performance and other similar deposits (iv) insurance claim receivables and (v) stock, obligations and securities received in satisfaction of judgments, foreclosure of Liens or settlement of debts (whether pursuant to a plan of reorganization or similar arrangement or otherwise), provided, however, for those investments described in (iv) and (v) hereof, a first priority security interest is granted over such investments for the benefit of Bank.

8.9  Limitation on Other Restrictions.  Enter into any agreement, contract or arrangement (excluding this Agreement and the other Loan Documents) restricting the ability of any Subsidiary of the Borrower to (a) pay or make dividends or distributions in cash or kind to the Borrower or Subsidiary Guarantor, to make loans, advances or other payments of whatever nature to any Loan Party, or (b) make transfers or distributions of all or any part of its assets to any Loan Party, excluding: (i) usual and customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Loan Party, (ii) restrictions on the transfer of property which is the subject of an existing sale agreement which is permitted under this Agreement and (iii) restrictions existing under or by reason of any Debt of a Subsidiary of Borrower permitted hereunder, provided that such Subsidiary is not a Borrower or Subsidiary Guarantor, or Bank has otherwise waived the requirement that such Subsidiary become a Subsidiary Guarantor.

8.10  Prepayment of Debt.  Prepay, purchase, redeem or defease any Debt for money borrowed, excluding the Indebtedness.

8.11  Amendment to Organizational Documents or Transaction Documents.  Make, permit or consent to any amendment or other modification to the constitutional documents of any of the Loan Parties or the Transaction Documents except to the extent that any such amendment (i) does not violate the terms and conditions of this Agreement or any of the other Transaction Documents, (ii) does not materially adversely affect the interest of Bank as creditor under this Agreement, the other Transaction Documents or any other document or instrument in any respect and (iii) could not reasonably be expected to have a Material Adverse Effect.

8.12  Change in Business. (i) Change its name, (ii) change its jurisdiction of incorporation or organization, or (iii) change its warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral or its books, in each case without at least fifteen (15) days prior written notice to Bank and after Bank’s written acknowledgment that any reasonable action requested by Bank to continue the perfection of any Liens in favor of Bank in any Collateral, has been completed or taken, and provided that any such new location shall be in the continental United States.

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8.13  Limitation on Sale – Leaseback Transactions.  Enter into any arrangement with any Person providing for the leasing by any Loan Party of real or personal property which has been or is to be sold or transferred by such Loan Party to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Loan Party.

8.14  Fiscal Year.  Permit the fiscal year of Borrower and its Subsidiaries to end on a day other than December 31.

8.15  Management Fees.  Pay or otherwise advance, directly or indirectly, any management, consulting or other fees to an Affiliate.

8.16  Amendment of Subordinated Debt Documents.  Amend, modify or otherwise alter (or suffer to be amended, modified or altered) the documents evidencing the Subordination without the prior written consent of the Bank, except to the extent expressly permitted in the Subordination Agreement.

8.17  Operating Leases.  Create, incur or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, Operating Lease Obligations which would cause the aggregate amount of all Operating Lease Obligations owing by Borrower and its Subsidiaries in any fiscal year to exceed $25,000.

9.   EVENTS OF DEFAULT.

9.1  Event of Default.  The occurrence of any of the following events shall constitute an Event of Default hereunder:

(a)   non-payment when due of (i) the principal or interest on the Indebtedness under this Agreement, or (ii) any fees or other amounts payable by any Loan Party hereunder or under any other Loan Document, and in the case of interest payments or the amounts specified by clause (ii) hereof, continuance thereof for three (3) Business Days;

(b)   default in the observance or performance of any of the conditions, covenants or agreements set forth in Sections 7 or Section 8 in its entirety;

(c)   default in the observance or performance of any of the other conditions, covenants or agreements set forth herein, and continuance thereof for a period of thirty (30) days after notice or when a senior officer of any Loan Party obtains knowledge thereof;

(d)   any representation or warranty made by any Loan Party herein or in any Loan Document proves untrue in any material adverse respect when made or deemed made;

(e)   default in the observance or performance of any of the conditions, covenants or agreements of any Loan Party set forth in any Loan Document or in any other agreement or instrument related to or connected with this Agreement or the Indebtedness and continuance for a period of thirty (30) days;

(f)   default in the payment of any other obligations of any Loan Party for borrowed money in an aggregate amount in excess of $50,000 individually or in the aggregate when due (whether by acceleration or otherwise) and continuance thereof beyond any applicable period of cure, or in the observance or performance of any conditions, covenants or agreements related or given with respect to any obligations for borrowed money in an aggregate amount in excess of $50,000 individually or in the aggregate which continues beyond any applicable period of cure and which is sufficient to permit the holder thereof to accelerate the maturity of such obligations;

(g)   judgments (not covered by insurance from a solvent insurer who is defending such action without reservation of rights) for the payment of money in excess of the sum of $50,000 in the aggregate shall be rendered against any Loan Party and such judgments shall remain unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of thirty (30) consecutive days from the date of its entry or any action shall be legally taken by a judgment creditor to levy upon assets or properties of any Loan Party to enforce such judgment;

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(h)   the occurrence of any event, which is determined by the PBGC to constitute grounds for termination by the PBGC of any Pension Plan or for the appointment of a trustee (in the case of a Pension Plan, by the appropriate United States District Court) to administer such plan, and such event is not corrected and such determination is not revoked within sixty (60) days after notice thereof has been given to the plan administrator or any Loan Party; or the institution of proceedings by the PBGC to terminate any such Pension Plan or to appoint a trustee to administer such plan; or the appointment of a trustee (in the case of a Pension Plan by the appropriate United States District Court) to administer any such Pension Plan;

(i)   the occurrence of a Change of Control or if the Individual Guarantor shall die;

(j)   any Loan Party shall be dissolved or liquidated (or any judgment, order or decree therefor shall be entered); or if a creditors’ committee shall have been appointed for the business of the any Loan Party; or if any Loan Party shall have made a general assignment for the benefit of creditors or shall have been adjudicated bankrupt and if not an adjudication based on a filing by a Loan Party it shall not have been dismissed within sixty (60) days, or shall have filed a voluntary petition in bankruptcy or for reorganization or to effect a plan or arrangement with creditors or shall fail to pay or shall admit in writing its inability or refusal to pay, its debts generally as such debts become due in the ordinary course of business (except as contested in good faith and for which adequate reserves are made in such party’s financial statements); or shall file an answer to a creditor’s petition or other petition filed against it, admitting the material allegations thereof for an adjudication in bankruptcy or for reorganization; or shall have applied for or permitted the appointment of a receiver or trustee or custodian for any of its property or assets; or such receiver, trustee or custodian shall have been appointed for any of its property or assets (otherwise than upon application or consent of any Loan Party) and shall not have been removed within sixty (60) days; or if an order shall be entered approving any petition for reorganization of any Loan Party and shall not have been reversed or dismissed within sixty (60) days; or any Loan Party shall take any action (corporate or other) authorizing or in furtherance any of the actions described above in this subsection;

(k)   any material provision of any Loan Document shall at any time for any reason cease to be valid, binding and enforceable against any Loan Party or any other Person party to a Loan Document (other than in accordance with the terms thereof) or, (ii) the validity, binding effect or enforceability thereof shall be contested by any Loan Party or any other Person party to a Loan Document, or (iii) any Loan Party or any other Person party to a Loan Document, shall deny that it has any or further liability or obligation under any Loan Document, or any such Loan Document shall be terminated (other than in accordance with the terms thereof), invalidated, revoked or set aside or in any way cease to give or provide to Bank the benefits purported to be created thereby;

(l)   any Loan Party shall fail to maintain in full force and effect any federal, state or local license, permit or operating right material to the operation of its business; or

(m)   any Loan Party is enjoined, restrained, or in any way prevented by court order or by any governmental authority from continuing to conduct all or any material part of its business affairs for more than thirty (30) days;

9.2  Exercise of Remedies.  If an Event of Default has occurred and is continuing hereunder: (a) Bank may declare the entire unpaid principal Indebtedness, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (b) upon the occurrence of any Event of Default specified in subsection 9.1(j), above, and notwithstanding the lack of any declaration by Bank, the entire unpaid principal Indebtedness shall become automatically and immediately due and payable; and (c) Bank may exercise any remedy permitted by this Agreement, the other Loan Documents or law.

9.3  Application of Proceeds. All of the Indebtedness shall constitute one loan secured by Bank’s security interest in the Collateral and by all other security interests, mortgages, Liens, claims, and encumbrances now and from time to time hereafter granted by any Loan Party to Bank. Upon the occurrence and during the continuance of an Event of Default, to the extent permissible under applicable law, Bank may in its sole discretion apply the Collateral to any portion of the Indebtedness. The proceeds of any sale or other disposition of the Collateral authorized by this Agreement shall be applied by Bank, first upon all expenses authorized by the Michigan Uniform Commercial Code (or other applicable law) or otherwise in connection with the sale and all reasonable attorneys’ fees and legal expenses incurred by Bank; the balance of the proceeds of such sale or other disposition shall be applied in the payment of the Indebtedness, first to interest, then to principal, then to other Indebtedness and the surplus, if any, shall be paid over to the applicable Loan Party or to such other Person or Persons as may be entitled thereto under applicable law. Borrower shall remain liable for any deficiency, which Borrower shall pay to Bank immediately upon demand.

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9.4  Rights Cumulative. The remedies provided for herein are cumulative to the remedies for collection of the Indebtedness as provided by law, in equity or by any mortgage, security agreement or other document contemplated hereby. Nothing herein contained is intended, nor shall it be construed, to preclude Bank from pursuing any other remedy for the recovery of any other sum to which Bank may be or become entitled for the breach of this Agreement by Borrower.

9.5  Set-Off. Upon the occurrence and during the continuance of any Event of Default, Bank may at any time and from time to time, without notice to Borrower (any requirement for such notice being expressly waived by Borrower), set off and apply against any and all of the obligations of Borrower now or hereafter existing under this Agreement, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Bank to or for the credit or the account of Borrower, irrespective of whether or not such deposits held or indebtedness owing by Bank may be contingent and unmatured and regardless of whether any Collateral then held by Bank is adequate to cover the Indebtedness. Promptly following any such setoff, Bank shall give written notice to Borrower of the occurrence thereof. Borrower hereby grant to Bank a Lien on and security interest in all such deposits, indebtedness and property as collateral security for the payment and performance of all of the obligations of Borrower under this Agreement. The rights of Bank under this Section 9.5 are in addition to the other rights and remedies (including, without limitation, other rights of setoff) which Bank may have.

9.6  Waiver of Defaults. No Event of Default may be waived by Bank except in a writing signed by an officer of Bank. No single or partial exercise of any right, power or privilege hereunder, nor any delay in the exercise thereof, shall preclude other or further exercise of its rights by Bank. No waiver of any Event of Default shall extend to any other or further Event of Default. No forbearance on the part of Bank in enforcing any of its rights shall constitute a waiver of any of its rights. Borrower expressly agrees that this Section 9.6 may not be waived or modified by Bank by course of performance, estoppel or otherwise.

9.7  Waiver by Borrower of Certain Laws. To the extent permitted by applicable law, Borrower hereby agrees to waive, and does hereby absolutely and irrevocably waive and relinquish the benefit and advantage of any valuation, stay, appraisement, extension or redemption laws now existing or which may hereafter exist, which, but for this provision, might be applicable to any sale made under the judgment, order or decree of any court, on any claim for interest on the Notes, or any security interest or mortgage contemplated by or granted under or in connection with this Agreement. These waivers have been voluntarily given, with full knowledge of the consequences thereof.

10.   MISCELLANEOUS.

10.1  Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the Borrower and Bank and their respective successors and assigns, except that neither the credit provided for under this Agreement nor any part thereof nor any obligation of Bank hereunder shall be assignable or otherwise transferable by the Borrower, and no assignment by the Borrower of its rights or duties hereunder shall be made (or be effective) in either case, without the prior written approval of Bank.

10.2  Costs and Expenses.  Borrower shall pay all reasonable closing costs and expenses, including, by way of description and not limitation, reasonable house and outside attorney fees (without duplication of fees and expenses for the same services), Lien search fees, approval fees and title policy fees incurred by Bank in connection with the commitment, consummation and closing of this Agreement. All of said amounts required to be paid by Borrower may be charged by Bank as an advance against the proceeds of the Notes. All costs, including reasonable attorney fees incurred by Bank in protecting or enforcing any of its or any of Bank’s rights against Borrower or any Collateral or in defending Bank from any claims or liabilities by any party or otherwise incurred by Bank in connection with a Default or an Event of Default or the enforcement of this Agreement or the related documents, including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against Bank which would not have been asserted were it not for Bank’s relationship with Borrower hereunder, shall also be paid by Borrower.

10.3  Accounting Principles.  Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP.

10.4  Indulgence.  No delay or failure of Bank in exercising any right, power or privilege hereunder shall affect such right, power or privilege, nor shall any single or partial exercise thereof preclude any further exercise thereof, or the exercise of any other power, right or privilege. The rights of Bank under this Agreement are cumulative and not exclusive of any right or remedies which Bank would otherwise have.

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10.5Notices.  Except as expressly provided otherwise in this Agreement, all notices and other communications provided to any party hereto under this Agreement shall be in writing and shall be given by personal delivery, by mail, by reputable overnight courier, or by facsimile and addressed or delivered to it to its address set forth below or to such other address as may be designated by such party in a notice to the other parties that complies as to delivery with the terms of this Section 10.5. Any notice, if personally delivered or if mailed and properly addressed with postage prepaid and sent by registered or certified mail, shall be deemed given when received; any notice, if given to a reputable overnight courier and properly addressed, shall be deemed given two (2) Business Days after the date on which it was sent, unless it is actually received sooner by the named addressee; and any notice, if transmitted by facsimile, shall be deemed given when received (receipt confirmed in the case of telecopies). Bank may, but shall not be required to, take any action on the basis of any notice given to it by telephone, but Borrower shall promptly confirm such notice in writing or by facsimile, and such notice will not be deemed to have been received until such confirmation is deemed received in accordance with the provisions of this Section set forth above. If such telephonic notice conflicts with any such confirmation, the terms of such telephonic notice shall control.

To Borrower:

Address:

13524 NW Industrial Drive

Bridgetown, Missouri 63044

Attention: Jeff Cosman

Fax No:                                           

To Bank:

Comerica Bank

411 W. Lafayette

Detroit, MI 48226

Fax No: (313) 222-9564

Attention: Michael R. Schmidt

10.6 Law of Michigan; Consent to Jurisdiction. This Agreement and the Notes have been delivered at Detroit, Michigan, and shall be governed by and construed and enforced in accordance with the laws of the State of Michigan. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Borrower and Bank hereby irrevocably submit to the non-exclusive jurisdiction of any United States Federal Court or Michigan state court sitting in Detroit, Michigan in any action or proceeding arising out of or relating to this Agreement or any of the Loan Documents and Borrower and Bank hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in any such United States Federal Court or Michigan state court. Borrower irrevocably consent to the service of any and all process in any such action or proceeding brought in any court in or of the State of Michigan by the delivery of copies of such process to Borrower at its addresses specified herein or by certified mail directed to such address or such other address as may be designated by the Borrower in a notice to the other parties that complies as to delivery with the terms of Section 10.5. Nothing in this Section shall affect the right of Bank to serve process in any other manner permitted by law or limit the right of Bank to bring any such action or proceeding against any Loan Party or any of its or their property in the courts with subject matter jurisdiction of any other jurisdiction. Borrowers hereby irrevocably waive any objection to the laying of venue of any such suit or proceeding in the above described courts.

10.7 Amendment and Waiver. No amendments or waiver of any provisions of this Agreement nor consent to any departure by Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by Bank and the Borrower, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, waiver or consent with respect to any provision of this Agreement shall affect any other provision of this Agreement.

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10.8 Payments. (a) All sums payable by Borrower to Bank under this Agreement or the other documents contemplated hereby shall be paid directly to Bank at its principal office set forth in Section 10.5 hereof in immediately available United States funds, without set off, deduction or counterclaim. In its sole discretion if a Default or Event of Default has occurred and is continuing, Bank may charge any and all deposit or other accounts (including without limit an account evidenced by a certificate of deposit) of Borrower with Bank for all or a part of any Indebtedness then due; provided, however, that this authorization shall not affect Borrower’s obligation to pay, when due, any Indebtedness whether or not account balances are sufficient to pay amounts due.

(b)   Any payment of the Indebtedness made by mail will be deemed tendered and received only upon actual receipt by Bank at the address designated for such payment, whether or not Bank has authorized payment by mail or any other manner, and shall not be deemed to have been made in a timely manner unless received on the date due for such payment, time being of the essence. Borrower expressly assumes all risks of loss or liability resulting from non-delivery or delay of delivery of any item of payment transmitted by mail or in any other manner. Acceptance by Bank of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be a Default or an Event of Default, and at any time thereafter and until the entire amount then due has been paid, Bank shall be entitled to exercise any and all rights conferred upon it herein upon the occurrence of a Default or an Event of Default. Upon the occurrence and during the continuance of an Event of Default, Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by Bank from or on behalf of such Borrower. Upon the occurrence and during the continuance of an Event of Default, Borrower agrees that Bank shall have the continuing exclusive right to apply and to reapply any and all payments received at any time or times hereafter against the Indebtedness in such manner as Bank may deem advisable, notwithstanding any entry by Bank upon any of its books and records. Borrower expressly agrees that to the extent that Bank receives any payment or benefit and such payment or benefit, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to be repaid to a trustee, receiver, or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or benefit, the Indebtedness or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Bank, to the extent that Bank did not directly receive a corresponding cash payment, shall be added to and be additional Indebtedness payable upon demand by Bank.

10.9 Interest. In the event Borrower’s obligation to pay interest on the principal balance of the Notes is or becomes in excess of the maximum interest rate which Borrower is permitted by law to contract or agree to pay, giving due consideration to the execution date of this Agreement, then, in that event, the rate of interest applicable shall be deemed to be immediately reduced to such maximum rate and all previous payments in excess of such maximum rate shall be deemed to have been payments in reduction of principal and not of interest.

10.10 WAIVER OF JURY TRIAL. BORROWER AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE INDEBTEDNESS.

10.11 Counterparts. This Agreement may be executed in several counterparts, and each executed copy shall constitute an original instrument, but such counterparts together shall constitute but one and the same instrument.

10.12 Complete Agreement; Conflicts. This Agreement, the Notes and any Requests for Advance hereunder, and the other Loan Documents contain the entire agreement of the parties hereto, superseding all prior agreements, discussions and understandings relating to the subject matter hereof, and none of the parties shall be bound by anything not expressed in writing. In the event of any conflict between the terms of this Agreement and the other Loan Documents, this Agreement shall govern.

10.13 Severability. In case any one or more of the obligations of any Loan Party under this Agreement, the Notes or any of the other Loan Documents shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining obligations of such Loan Party shall not in any way be affected or impaired thereby, and such invalidity, illegality or unenforceability in one jurisdiction shall not affect the validity, legality or enforceability of the obligations of such Loan Party under this Agreement, the Notes or any of the other Loan Documents in any other jurisdiction.

10.14 Independence of Covenants. Each covenant hereunder shall be given independent effect (subject to any exceptions stated in such covenant) so that if a particular action or condition is not permitted by any such covenant (taking into account any such stated exception), the fact that it would be permitted by an exception to, or would be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default.

10.15 Reliance on and Survival of Various Provisions. All terms, covenants, agreements, representations and warranties of any Loan Party to any of the Loan Documents made herein or in any of the Loan Documents or in any certificate, report, financial statement or other document furnished by or on behalf of any Loan Party in connection with this Agreement or any of the Loan Documents shall be deemed to have been relied upon by Bank, notwithstanding any investigation heretofore or hereafter made by Bank, and those covenants and agreements of the Borrower set forth in Section 10.16 hereof (together with any other indemnities of any Loan Party contained elsewhere in this Agreement or in any of the other Loan Documents) shall survive the repayment in full of the Indebtedness and the termination of the Commitment.

38

10.16 Indemnification. (a) Borrower agree to indemnify and hold Bank harmless from all loss, damage, liability and reasonable expenses and costs, including reasonable house and outside attorneys’ fees and disbursements (but without duplication of fees and expenses for the same services), incurred by Bank by reason of any breach of any representation or warranty, covenant or agreement of the Loan Parties in this Agreement or the other Transaction Documents, including the occurrence of any Default or an Event of Default, or by reason of enforcing the obligations of any Loan Party under this Agreement or any of the other Loan Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 10.16(a). Notwithstanding the foregoing, Borrower shall not be responsible for the fees and expenses of more than one outside counsel in each jurisdiction or state in which Bank shall retain counsel.

Borrower agrees to defend, indemnify and hold harmless Bank, and its respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, reasonable costs or reasonable expenses of whatever kind or nature (including without limitation, reasonable attorneys and consultants fees, investigation and laboratory fees, environmental studies required by Bank in connection with the violation of Environmental Laws, court costs and litigation expenses, excluding however, those arising solely as a result of the gross negligence or willful misconduct of the Person seeking indemnification, as the case may be) arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Loan Party in violation of or non-compliance with applicable Environmental Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, (iv) the cost of remediation or monitoring of all Hazardous Materials in violation of or non-compliance with applicable Environmental Laws from all or any portion of any premises owned by any Loan Party, (v) complying or coming into compliance with all Environmental Laws and/or (vi) any violation of Environmental Laws. The obligations of Borrower under this Section 10.16(b) shall be in addition to any and all other obligations and liabilities Borrower may have to Bank at common law or pursuant to any other agreement.

10.17  Prepayment of Here to Serve Notes. Bank acknowledges that Borrower and/or Holdings may request Bank’s consent to the voluntary prepayment of the Here to Serve Notes. Bank has agreed to give its consent to such a prepayment so long as (a) Borrower and Holdings have provided to Bank evidence satisfactory to Bank that Holdings has received net proceeds of an equity issuance in an amount not less than $5,000,000, (b) no Default or Event of Default has occurred and is continuing, and (c) Borrower complies with the provisions of Section 4.5 of this Agreement.

[Signatures are on following page]

39

WITNESS the due execution hereof as of the day and year first above written.

HERE TO SERVE – MISSOURI WASTE DIVISION, LLC
By:	/s/
	Name
	Manager

COMERICA BANK
By:	/s/ Michael R. Schmidt
	Michael R. Schmidt
	Vice President

(Signature Page to Credit Agreement – 3079457)

40

DISCLOSURE SCHEDULES

to the

CREDIT AGREEMENT

(the “Agreement”)

by and between

HERE TO SERVE – MISSOURI WASTE DIVISION, LLC

as the Borrower,

and

COMERICA BANK,

as the Lender

Dated as of April 30, 2014

41

Capitalized terms used herein, but not otherwise defined shall have the meanings given to them in the Agreement. The following schedules (the “Disclosure Schedules”) set forth exceptions to, and disclosures required pursuant to, the representations and warranties of the Borrower, as the case may be, as contained in the Agreement. Any matter that is disclosed in a schedule shall be deemed to have been included in the other schedules, notwithstanding the omission of an appropriate cross reference thereto if the applicability to such other schedule is readily apparent from the text of such disclosure.

The inclusion of any matter in the Disclosure Schedules does not constitute a determination by any of the parties to the Agreement that such matters are material.  Nothing contained in the Disclosure Schedules should be construed as an admission of liability or responsibility of any party to any third party in connection with any pending or threatened matter or proceeding or otherwise.  In no event shall the listing or disclosure of any information or document or matter in the Disclosure Schedules or in the documents referred to herein constitute or be deemed to imply any representation, warranty, undertaking, indemnity, covenant or other obligation of the Borrower, as the case may be, not expressly set out in the Agreement nor shall such disclosure be construed or taken as extending the scope of any representation or warranty, undertaking, indemnity, covenant or obligation set out in the Agreement. When a contract, agreement, instrument or other document is identified herein and copies of such contract, agreement, instrument or other document has been made available to Lender, the disclosure contained herein shall be qualified in its entirety by reference to the terms thereof.

The Disclosure Schedules and all information contained herein are confidential and may not be disclosed to any other Person except as permitted pursuant to the Agreement.

42

SCHEDULE 5.1

Jurisdictions

Borrower is qualified to do business in Missouri.

Holdings is qualified to do business in Delaware.

Here to Serve Technology, LLC is qualified to do business in Georgia.

43

SCHEDULE 5.2A

Names

None.

44

SCHEDULE 6.3(b)

Real Property

1. Here To Serve – Missouri Waste Division, LLC --- 13524 Northwest Industrial Drive, Bridgeton, MO 63044 AND 13500 Northwest Industrial Drive, Bridgeton, MO 63044

2. Here To Serve Holding Corp --- 1111 Alderman Drive, Suite 210, Alpharetta, GA 30005

45

SCHEDULE 6.5

Compliance with Laws

None.

46

SCHEDULE 6.6

ERISA

None.

47

SCHEDULE 6.9

SUBSIDIARIES OF BORROWER

None.

48

SCHEDULE 6.10

Environmental

None.

1.  

49

SCHEDULE 6.14

Capitalization

100% of the Equity Interests of Borrower and Here to Serve Technology, LLC are owned by Holdings.

For Holdings, see attached

50

SCHEDULE 6.16

Union Contracts

None.

51

SCHEDULE 8.1

Debt

None.

52

SCHEDULE 8.3

Guarantees

None.

53

SCHEDULE 8.5

Liens

None.

54

SCHEDULE 8.7

Affiliate Transactions

None.

55

SCHEDULE 8.8

Investments

None.

56

EXHIBIT “B”

COVENANT COMPLIANCE REPORT

To:           Comerica Bank

Re:           Credit Agreement dated as of April 30, 2014 (the “Agreement”)

This Covenant Compliance Report (“Report”) is furnished pursuant to Section 7.1(c) of the Agreement and sets forth various information as of _______, ____ (the “Computation Date”).

1.           Fixed Charge Coverage Ratio. On the Computation Date, the Fixed Charge Coverage Ratio, which is required to be not less than 1.25 to 1.0 was __ to 1.0, as computed in the supporting documents attached hereto as Schedule 1.

2.           Senior Debt to EBITDA Ratio. On the Computation Date, the Senior Debt to EBITDA Ratio, which is required to be not more than ____ to 1.0 was __ to 1.0, as computed in the supporting documents attached hereto as Schedule 2.

3.           Total Debt to EBITDA Ratio. On the Computation Date, the Total Debt to EBITDA Ratio, which is required to be not more than ____ to 1.0 was ____ to 1.0, as computed in the supporting documents attached hereto as Schedule 3.

The undersigned officer of the Borrower hereby certifies that:

A.           To the best of the undersigned officer’s knowledge, all of the information set forth in this Report (and in any Schedule attached hereto) is true and correct in all material respects.

B.           To the best of the undersigned officer’s knowledge, as of the Computation Date, the Borrower has observed and performed all of its covenants and other agreements contained in the Agreement and any other Loan Documents to be observed, performed and satisfied by it.

C.           I have reviewed the Agreement and this Report is based on an examination sufficient to assure that this Report is accurate.

D.           To the best of the undersigned officer’s knowledge, except as stated in Schedule 4 hereto (which shall describe any existing Event of Default and the notice and period of existence thereof and any action taken with respect thereto or contemplated to be taken by the Borrower), no Event of Default has occurred and is continuing on the date of this Report.

Capitalized terms used in this Report and in the schedules hereto, unless specifically defined to the contrary, have the meanings given to them in the Agreement.

57

IN WITNESS WHEREOF,the undersigned officer of the Borrower has caused this Report to be executed and delivered by its duly authorized officer this ______ day of __________________, ____.

HERE TO SERVE – MISSOURI WASTE DIVISION, LLC

By:                                                                           

Its: