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EX-32 - RULE 1350 CERTIFICATION OF CHIEF EXECUTIVE AND FINANCIAL OFFICER - E-WASTE CORP.ex_32-1.htm
EX-31 - RULE 13(A)-14(A)/15(D)-14(A) CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL - E-WASTE CORP.ex_31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

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

 

For the quarterly period ended:  May 31, 2017

or

 

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

 

For the transition period from ____________________ to ____________________

 

Commission file number:  333-180251

 

E-WASTE CORP.

(Exact name of registrant as specified in its charter)

 

Florida

 

45-4390042

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
Identification No.)

 

c/o CKR Law LLP

1330 Avenue of the Americas, 14th Floor

New York, NY 10019

(Address of principal executive offices)

 

(212) 259-7300

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☐    No  ☐

 

(Note: The registrant is a voluntary filer of reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 and has filed during the preceding 12 months all reports it would have been required to file by Section 13 or 15(d) of the Securities Exchange Act of 1934 if the registrant had been subject to one of such Sections.)

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

Yes  ☒    No  ☐

 

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

 

Large accelerated filer  ☐

 

Accelerated filer  ☐

Non-accelerated filer  ☐

 

Smaller reporting company  ☒

(Do not check if a smaller reporting company)

 

Emerging growth company  ☒


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


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ☒    No  ☐


As of July 17, 2017, there were 12,000,000 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.




E-WASTE CORP.


FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MAY 31, 2017


TABLE OF CONTENTS


 

 

PAGE

 

 

 

 

PART I - FINANCIAL INFORMATION

3

 

 

 

Item 1.

Financial Statements (Unaudited)

3

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

 

 

 

Item 4.

Controls and Procedures

12

 

 

 

 

PART II - OTHER INFORMATION

12

 

 

 

Item 1.

Legal Proceedings

12

 

 

 

Item 1A.

Risk Factors

12

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

12

 

 

 

Item 3.

Defaults Upon Senior Securities

13

 

 

 

Item 4.

Mine Safety Disclosures

13

 

 

 

Item 5.

Other Information

13

 

 

 

Item 6.

Exhibits

13

 

 

 

 

SIGNATURES

14


- 2 -



PART I – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10-K for the fiscal year ended February 28, 2017, filed with the SEC on June 8, 2017.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.  The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.


TABLE OF CONTENTS


 

PAGE

 

 

Condensed Consolidated Balance Sheets as of May 31, 2017 (unaudited) and February 28, 2017

4

 

 

Condensed Consolidated Statements of Operations for the three month periods ended May 31, 2017 and 2016 (unaudited)

5

 

 

Condensed Consolidated Statements of Cash Flows for the three month periods ended May 31, 2017 and 2016 (unaudited)

6

 

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

7


- 3 -



E-WASTE CORP.

Condensed Consolidated Balance Sheets


 

 

May 31,

 

February 28,

 

 

 

2017

 

2017

 

 

 

(Unaudited)

 

(Audited)

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Prepaid expenses

 

$

 

$

 

Total current assets

 

 

 

 

 

Total assets

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

10,156

 

$

20,253

 

Stockholder advances

 

 

273,856

 

 

247,690

 

Total current liabilities

 

 

284,012

 

 

267,943

 

Total liabilities

 

 

284,012

 

 

267,943

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

 

 

Common stock, $.0001 par value, 250,000,000 shares authorized, 12,000,000 shares issued and outstanding at May 31, 2017 and February 28, 2017

 

 

1,200

 

 

1,200

 

Additional paid-in capital

 

 

42,565

 

 

42,565

 

Accumulated deficit

 

 

(327,777

)

 

(311,708

)

Total stockholders’ deficit

 

 

(284,012

)

 

(267,943

)

Total liabilities and stockholders’ deficit

 

$

 

$

 


See accompanying notes to condensed consolidated financial statements.


- 4 -



E-WASTE CORP.

Condensed Consolidated Statements of Operations

(Unaudited)


 

 

May 31, 2017

 

May 31, 2016

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

General and administrative

 

$

1,251

 

$

4,115

 

Professional fees

 

 

14,818

 

 

18,766

 

Total operating expenses

 

 

16,069

 

 

22,881

 

 

 

 

 

 

 

 

 

(Loss) before income taxes

 

 

(16,069

)

 

(22,881

)

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(16,069

)

$

(22,881

)

 

 

 

 

 

 

 

 

Per share information - basic and fully diluted

 

 

 

 

 

 

 

Basic and diluted (loss) per share

 

$

(0.00

)

$

(0.00

)

Basic and diluted weighted average shares outstanding

 

 

12,000,000

 

 

12,000,000

 


See accompanying notes to condensed consolidated financial statements.


- 5 -



E-WASTE CORP.

Condensed Consolidated Statements of Cash Flow

For the Three Months Ended May 31, 2017 and 2016

(Unaudited)


 

 

May 31, 2017

 

May 31, 2016

 

 

 

 

 

 

 

 

 

Cash flow from operating activities:

 

 

 

 

 

 

 

Net cash (used) in operations

 

$

(26,166

)

$

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Advances from stockholders

 

 

26,166

 

 

 

Net cash provided by financing activities

 

 

26,166

 

 

 

 

 

 

 

 

 

 

 

Changes in cash

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

 

$

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

Cash paid for interest

 

$

 

$

 

Cash paid for income taxes

 

$

 

$

 


See accompanying notes to condensed consolidated financial statements.


- 6 -



E-WASTE CORP.

Notes to the Condensed Consolidated Financial Statements

May 31, 2017

(Unaudited)


Note 1. Presentation and Nature of Operations


Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to E-Waste Corp. and its consolidated subsidiary.  The accompanying unaudited condensed consolidated financial statements of E-Waste Corp. have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements, instructions to Form 10-Q, and Regulation S-X.  Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended February 28, 2017 filed with the SEC on June 8, 2017 (“Annual Report”).  In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included.  The results of operations for the three-month periods ended May 31, 2017 and 2016 presented are not necessarily indicative of the results to be expected for the full year.  The February 28, 2017 balance sheet has been derived from our audited financial statements included in our Annual Report.


E-Waste Corp. was organized in the State of Florida on January 26, 2012, to develop an e-waste recycling business.  The Company was not successful in its efforts and discontinued this line of business.


Going forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.  Our objectives discussed below are extremely general and are not intended to restrict discretion of our Board of Directors to search for and enter into potential business opportunities or to reject any such opportunities.


In November 2014, we formed a wholly-owned subsidiary, which was subsequently dissolved in March 2016.  In November 2016, we formed a new wholly-owned Delaware subsidiary, in connection with our proposed reincorporation in the State of Delaware.  The reincorporation was to be effected in connection with a potential business combination we were considering.  Neither the reincorporation nor the business combination has occurred as we have determined not to proceed with this transaction.


Note 2. Significant Accounting Policies


The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates our continuation as a going concern.  We have not yet generated any revenue and have incurred losses to date of $327,777.  In addition, our current liabilities exceed our current assets by $284,012.  To date we have funded our operations through advances from a stockholder and the sale of common stock.  We intend on financing our future development activities and our working capital needs largely from the sale of equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements.  These factors raise substantial doubt about our ability to continue operating as a going concern.  Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund commitments, ongoing losses, and ultimately generate profitable operations.


Basis of Consolidation


The consolidated condensed financial statements include the financial statements of the Company and a wholly owned subsidiary. All inter-company balances and transactions among the companies have been eliminated upon consolidation.


Use of Estimates


The preparation of consolidated financial statements in conformity with GAAP 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.  Actual results may differ from those estimates.


- 7 -



E-WASTE CORP.

Notes to the Condensed Consolidated Financial Statements

May 31, 2017

(Unaudited)


Financial Instruments


Our balance sheet includes certain financial instruments.  The carrying amounts of current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.


Revenue and Cost Recognition


We currently have no source of revenue; therefore, we have not yet adopted any policy regarding the recognition of revenue or cost.


Income Taxes


A provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”).  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.  Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return.  Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.


For the three-month periods ended May 31, 2017 and 2016 we did not have any interest and penalties or any significant unrecognized uncertain tax positions.


Earnings per Share


We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period, and diluted earnings per share is computed by including Common Stock equivalents outstanding for the period in the denominator.  At May 31, 2017 and 2016 we had no potential dilutive common shares and, any equivalents would have been anti-dilutive as we had losses for the periods then ended.


Recent Pronouncements


We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoptions of any such pronouncements may be expected to cause a material impact on our financial condition or the results of operations.


Note 3. Stockholder Advances - Related Party


Parties, which can be a corporation or individual, are considered to be related if we have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.  Companies are also considered to be related if they are subject to common control or common significant influence.


During the three-month periods ended May 31, 2017 we received $26,166 in advances from a shareholder of the Company.  We did not receive any advances during the three months ended May 31, 2016.  As of May 31, 2017, the balance of the advances was $273,856.  The advances bear no interest, are unsecured and are due on demand.


- 8 -



E-WASTE CORP.

Notes to the Condensed Consolidated Financial Statements

May 31, 2017

(Unaudited)


Note 4. Stockholders’ Equity


During the three-month periods ended May 31, 2017 and 2016 there were no issuances or cancellations of our common stock.


There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.


Note 5. Income Taxes


We have determined an estimated annual effective tax rate.  The rate will be revised, if necessary, as of the end of each successive interim period during our fiscal year to our best current estimate.


There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2013 through the current period.  Our policy is to account for income tax related interest and penalties in income tax expense in the statements of operations.  There have been no income tax related interest or penalties assessed or recorded.


ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.  There have been no uncertain tax positions taken.


Note 6. Commitments and Contingency


From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.


Note 7. Business Segments


There are no reportable business segments.


Note 8. Subsequent Events


Management has evaluated all activity and concluded that no subsequent events have occurred as of July 17, 2017 that would require recognition in the financial statements or disclosure in the notes to the financial statements.


- 9 -



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward-Looking Statements


Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein. You should carefully review the risks described herein and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.


Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.


All references in this Form 10-Q to the “Company,” “we,” “us,” or “our” are to E-Waste Corp. and its consolidated subsidiary.


General Overview


We were organized in the State of Florida on January 26, 2012, to develop an e-waste recycling business.  We were not successful in our efforts and have discontinued this line of business.  Since that time, we have been a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.  No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or any transactions will be consummated.  See Part I, Item 1, “Business” and Part I, Item 1A, “Risk Factors,” in our Annual Report for the fiscal year ended February 28, 2017, filed with the SEC on June 8, 2016, for additional information and risks associated with our proposed business plan.


On November 18, 2014, we formed a wholly-owned Delaware subsidiary, solely in connection with a potential business combination for which we determined not to proceed.  This subsidiary had no business or operations, and was dissolved on March 1, 2016.


On November 29, 2016, we formed a new wholly-owned Delaware subsidiary, in connection with our proposed reincorporation in the State of Delaware.  The reincorporation was to be effected in anticipation of a potential business combination we were considering.  Neither the reincorporation nor the business combination has occurred, as we have determined not to proceed with this business combination.


During the next 12 months, we anticipate incurring costs related to filing of Exchange Act reports, and possible costs relating to consummating an acquisition or combination.


We expect that we will need to raise funds in order to effectuate our business plan.  We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means.  Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.


- 10 -



Critical Accounting Policies


Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates our continuation as a going concern.  We have not yet generated any revenue and have incurred losses to date of $327,777.  In addition, our current liabilities exceed our current assets by $284,012.  To date we have funded our operations through advances from a shareholder and the sale of common stock.  We intend on financing our future development activities and our working capital needs largely from the sale of equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements.  These factors raise substantial doubt about our ability to continue operating as a going concern.  Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations.


Recent Accounting Pronouncements


We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoptions of any such pronouncements may be expected to cause a material impact on our financial condition or the results of operations.


Results of Operations


Three Month Period Ended May 31, 2017 Compared to Three Month Period Ended May 31, 2016


Revenues and Other Income


During the three month periods ended May 31, 2017 and 2016, we did not realize any revenues from operations.


Expenses


Operating expenses, consisting entirely of general and administrative expenses (including professional fees) totaled $16,069 in the three-month period ended May 31, 2017, compared to $22,881 in the three-month period ended May 31, 2016, which consisted primarily of ordinary operating expenses and professional fees.


Net Losses


As a result of the foregoing, we incurred a net loss of $16,069 or $0.00 per share, for the three months ended May 31, 2017, compared to a net loss of $22,881, or $0.00 per share, for the corresponding period ended May 31, 2016.


Liquidity and Capital Resources


As of the date of this report, we had yet to generate any revenues from our business operations.  For the period ended February 28, 2012, we issued 9,000,000 shares of common stock to our sole officer and director for cash proceeds of $9,000.  We also sold 3,000,000 shares of our common stock in a public offering, which closed on June 14, 2012, for aggregate cash proceeds of $36,000.


As of May 31, 2017, we had no cash, we had liabilities of $284,012, and our working capital deficit was $284,012.  We anticipate that our current liquidity is not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC.


To date, we have managed to keep our monthly cash flow requirement low for two reasons.  First, our sole officer does not draw a salary at this time.  Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no expense by one of our shareholders.


We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.


Our sole director and officer has made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.


In the three-month period ended May 31, 2017, a shareholder of ours made loans to us in the amount of $26,166 to pay certain of our expenses.  However, going forward, this shareholder has made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.


- 11 -



We expect that we will need to raise funds in order to effectuate our business plan.  We anticipate that we will need to seek financing through means such as borrowings from institutions or private individuals.  There can be no assurance that we will be able to raise such funds.  If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to seek a buyer for our business or another entity with which we could create a joint venture.  If all of these alternatives fail, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.


Our ability to continue as a going concern is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.


Off-Balance Sheet Arrangements


We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities.  We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.


Contractual Obligations


None.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.


ITEM 4. CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.


Our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based upon that evaluation, management has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.


Changes in Internal Control over Financial Reporting


There has been no change in our internal control over financial reporting identified in connection with the evaluation we conducted on the effectiveness of our internal control over financial reporting as of May 31, 2017, that occurred during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II – OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


None.


ITEM 1A. RISK FACTORS


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


Other than as previously reported in our Current Reports on Form 8-K, or prior periodic reports, we did not sell any unregistered securities during the three-month period ended May 31, 2017, or subsequent period through the date hereof.


- 12 -



ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. MINE SAFETY DISCLOSURES


Not applicable.


ITEM 5. OTHER INFORMATION


None.


ITEM 6. EXHIBITS


In reviewing the agreements included as exhibits to this Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements.  The agreements may contain representations and warranties by each of the parties to the applicable agreement.  These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:


should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

 

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

 

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

 

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.


Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.  Additional information about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.


The following exhibits are included as part of this report:


Exhibit No.

 

Description

 

 

 

31.1 / 31.2

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer

 

 

 

32.1 / 32.2

 

Rule 1350 Certification of Chief Executive and Financial Officer

 

 

 

101.INS

 

XBRL Instance Document

 

 

 

101.SCH

 

XBRL Schema Document

 

 

 

101.CAL

 

XBRL Calculation Linkbase Document

 

 

 

101.DEF

 

XBRL Definition Linkbase Document

 

 

 

101.LAB

 

XBRL Label Linkbase Document

 

 

 

101.PRE

 

XBRL Presentation Linkbase Document


- 13 -



SIGNATURES


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


 

 

E-WASTE CORP.

 

 

 

 

 

 

Dated:  July 17, 2017

 

By: 

/s/ Peter E. de Svastich

 

 

 

Name:

Peter E. de Svastich

 

 

 

Title:

President, Treasurer and Secretary

(Principal Executive Officer and Principal Financial Officer)

 


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EXHIBIT INDEX


Exhibit No.

 

Description

 

 

 

31.1 / 31.2

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer

 

 

 

32.1 / 32.2

 

Rule 1350 Certification of Chief Executive and Financial Officer

 

 

 

101.INS

 

XBRL Instance Document

 

 

 

101.SCH

 

XBRL Schema Document

 

 

 

101.CAL

 

XBRL Calculation Linkbase Document

 

 

 

101.DEF

 

XBRL Definition Linkbase Document

 

 

 

101.LAB

 

XBRL Label Linkbase Document

 

 

 

101.PRE

 

XBRL Presentation Linkbase Document


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