10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Amendment No. 1)

x	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended September 30, 2012
o	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to __________
	Commission File Number:  333-165863

E-Waste Systems, Inc.

(Exact name of registrant as specified in its charter)

Nevada	26-4018362
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
101 First Street #493, Los Altos, CA	94022
(Address of principal executive offices	(Zip Code)

650-283-2907

(Registrant’s telephone number)

__________________________________________________________________

(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   x   No   o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 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   oNo   x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer     o	Accelerated filer                       o
Non-accelerated filer       o	Smaller reporting company     x

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:   As of November 19, 2012, there were 103,154,926 shares of our common stock issued and outstanding.

Explanatory Note

              The purpose of this Amendment No. 1 to E-Waste Systems, Inc. Quarterly Report on Form 10-Q/A for the  period ended September 30, 2012, filed with the Securities and Exchange Commission on November 19, 2012, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulations S-T. Exhibit 101 to this Report provides the condensed consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). 

                No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q. 

Item 6.  EXHIBITS

(a)   Exhibits

Exhibit Number	Description
31.1	Certification of Chief Executive Officer and Chief Financial pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

- 2 -

SIGNATURES

In accordance with the requirements of the Securities and 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 Systems, Inc.
Date:	November 30, 2012
By:	/s/   Martin Nielson
	Martin Nielson
Title:	President, Chief Executive Officer and Director
Date:	November 30, 2012
By:	/s/   Steven Hollinshead
	Steven Hollinshead
Title:	Chief Financial Officer and Director

- 3 -

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Martin Nielson, certify that;

(1) I have reviewed this amended quarterly report on Form 10-Q/A of E-Waste Systems, Inc. for the period ended June 30, 2012;

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

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

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(1) and 15d-15(f) for the registrant and have:

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

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

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

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

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

Date:   August 31, 2012

  /s/     Martin Nielson                                                     

By:      Martin Nielson

Title:   Chief Executive Officer and

            Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Amended Quarterly Report on Form 10-Q/A of E-Waste Systems, Inc. for the quarter ended September 30, 2012, I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)   the Amended Quarterly Report on Form 10-Q/A of E-Waste Systems, Inc. for the quarter ended September 30, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   the information contained in the Amended Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2012, fairly presents in all material respects, the financial condition and results of operations of E-Waste Systems, Inc.

By:	/s/   Martin Nielson
Name:	Martin Nielson
Title:	Principal Executive Officer and          Principal Financial Officer
Date:	November 30, 2012

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DISPOSAL OF BUSINESS AND ASSETS

3 Months Ended

Sep. 30, 2012

Property, Plant and Equipment [Abstract]

DISPOSAL OF BUSINESS AND ASSETS

NOTE 4 - DISPOSAL OF BUSINESS AND ASSETS

On September 20, 2012 the Company’s wholly owned subsidiary, E-Waste Systems (Ohio), Inc. completed the physical transfer of its business and assets to Two Fat Greeks, LLC, a company controlled by George Pardos, who is also a shareholder in E-Waste Systems, Inc. In connection with this transfer, E-Waste Systems (Ohio), Inc. has agreed to assign its lease on the premises at 1033 Brentnell Avenue, Columbus, Ohio to Two Fat Greeks, Inc. As consideration for this transfer of business and assets, Two Fat Greeks LLC has agreed to pay $65,000 to E-Waste Systems (Ohio), Inc. in due course. The value of this consideration receivable, including any gain on disposal associated therewith, has been fully impaired in these financial statements because its collection is uncertain.

Inventory	$	34,057
Property & equipment, net		8,147
Deposits		4,405
Total book value		46,609
Unrealized gain on disposal		18,391
Consideration receivable	$	65,000

The transferred business and assets of E-Waste Systems (Ohio), Inc. have been presented a discontinued operations in these financial statements, with the total book value disposed of $46,609 shown as a loss on disposal of discontinued operations.

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SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

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

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

Use of Estimates

The preparation of consolidated 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 at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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Consolidated Balance Sheets (USD $)	Sep. 30, 2012	Dec. 31, 2011
CURRENT ASSETS
Cash		$ 6,493
Inventory		17,000
Total Current Assets		23,493
PROPERTY & EQUIPMENT, Net		9,865
OTHER ASSETS
Deposits		4,405
Total Other Assets		4,405
TOTAL ASSETS	0	37,763
CURRENT LIABILITIES
Bank overdrafts	507
Accounts payable and accrued expenses	133,100	204,092
Accrued expenses-related parties	1,072,307	530,308
Contingent consideration		291,999
Notes payable, related parties		50,240
Notes payable	175,000
Convertible notes payable, related parties	12,000	12,000
Convertible notes payable, net of discount	2,588	73,500
Derivative liability	36,042	7,371
Total Current Liabilities	1,431,544	1,169,510
STOCKHOLDERS' DEFICIT (SUCCESSOR COMPANY)
Preferred stock, 10,000,000 shares authorized at par value of $0.001, -0- shares issued and outstanding, respectively		1
Common stock, 190,000,000 shares authorized at par value of $0.001, 103,154,926 shares issued and outstanding, respectively	103,155	100,765
Additional paid-in capital	869,818	213,706
Accumulated deficit	(2,404,517)	(1,446,219)
Total Stockholders' Equity (Deficit)	(1,431,544)	(1,131,747)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 0	$ 37,763

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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 Months Ended

Sep. 30, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2012, and for all periods presented herein, have been made.

The condensed consolidated financial statements have been presented for the three and nine months ended September 30, 2011 in response to comments received from Securities and Exchange Commission to furnish predecessor financial statements of E-Waste Systems (Ohio), Inc. (the ”Predecessor”), in accordance with Regulation S-X 8-02 by including (i) unaudited financial statements of the Predecessor for the three and nine months ended September 30, 2011 and (ii) a discussion of the Predecessor’s financial condition and results of operations for the three and nine months ended September 30, 2011. The business and assets of E-Waste Systems (Ohio), Inc. were disposed of on September 20, 2012 and consequently the predecessor’s results of operations and cash flows have been categorized as discontinued operations for all periods presented in these condensed consolidated financial statements.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed consolidated financial statements be read in conjunction with the condensed financial statements and notes thereto included in the Company's December 31, 2011 audited consolidated financial statements.  The results of operations for the periods ended September 30, 2012 and 2011 are not necessarily indicative of the operating results for the full years.

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NOTES PAYABLE (Details Narrative) (USD $)	3 Months Ended		9 Months Ended				9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012 Parent Company	Feb. 28, 2012 Parent Company	Sep. 30, 2012 Subsidiaries	Feb. 28, 2012 Subsidiaries M
Note Payable						$ 75,000		$ 100,000
Interest Rate						14.00%		14.00%
Interest Expense	19,231		27,298		6,663		8,415
Accrued Interest					6,663		2,333
Borrowed funds spent					100,000
Term of Note Payable								12
Payments on Accrued Interest							$ 6,082

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STOCKHOLDERS EQUITY (Details Narrative) (USD $)	0 Months Ended	9 Months Ended
	Jul. 18, 2012	Sep. 30, 2012	Jun. 22, 2012	Mar. 22, 2012	Mar. 07, 2012
Equity [Abstract]
Settled Acquisition Value				$ 388,000
Shares Issued for Acquisition				293,341	28,335
Preferred Shares Converted and Redeemed				400
Face Value of Preferred Shares				$ 100
Value of Common Stock Issued to Settle Consulting Agreement				54,000
Value of Converted Shares				$ 48,400
Shares Issued on Conversion				28,951
Shares Issued on Contract Termination				32,301
Common Stock Issued During Period for Services		25,433
Price Per Share of Common Stock Issued for Services		$ 1.57
S-8 Registered Common Stock Issued During Period for Services		2,000,000
Price Per Share of S-8 Registered Common Stock Issued for Services		$ 0.027
Maximum Number of Shares to be Issued under 2012 Amended and Restated Equity Compensation Plan			5,000,000
Par Value of Shares from 2012 Amended and Restated Equity Compensation Plan			$ 0.001
Common Shares Issued to Certain Officers and Consultants	2,000,000

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GOING CONCERN

3 Months Ended

Sep. 30, 2012

Notes to Financial Statements

GOING CONCERN

NOTE 2 - GOING CONCERN

The Company's consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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

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Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	400
Preferred stock, shares outstanding	0	400
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	103,154,926	100,764,624
Common stock, shares outstanding	103,154,926	100,764,624

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DISPOSAL OF BUSINESS AND ASSETS (Tables)

3 Months Ended

Sep. 30, 2012

Property, Plant and Equipment [Abstract]

Schedule of Disposed Business and Assets

Inventory	$	34,057
Property & equipment, net		8,147
Deposits		4,405
Total book value		46,609
Unrealized gain on disposal		18,391
Consideration receivable	$	65,000

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Document and Entity Information	3 Months Ended
	Sep. 30, 2012	Nov. 19, 2012
Document And Entity Information
Entity Registrant Name	EWaste Systems, Inc.
Entity Central Index Key	0001488309
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		103,154,926
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2012

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DISPOSAL OF BUSINESS AND ASSETS - Schedule of Disposed Business and Assets (Details) (USD $)	Sep. 20, 2012
Property, Plant and Equipment [Abstract]
Inventory	$ 34,057
Property & equipment, net	8,147
Deposits	4,405
Total book value	46,609
Unrealized gain on disposal	18,391
Consideration receivable	$ 65,000

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Consolidated Statements of Operations (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Income Statement [Abstract]
REVENUES
COST OF SALES
GROSS MARGIN
OPERATING EXPENSES
Officer and director compensation	241,582		608,024
Professional fees	12,436		91,402
General and administrative	1,965		39,190
Total Operating Expenses	255,983		738,616
(LOSS)/INCOME FROM OPERATIONS	(255,983)		(738,616)
Interest expense	(19,231)		(27,298)
Loss on settlement of contingent consideration			(66,671)
Gain on derivative liability	2,593		9,964
Total Other Income (Expense)	(16,638)		(84,005)
LOSS BEFORE INCOME TAXES	(272,621)		(822,621)
PROVISION FOR INCOME TAXES
NET LOSS FROM CONTINUING OPERATIONS	(272,621)		(822,621)
Net (loss)/income from discontinued operations	(30,659)	(7,751)	(89,068)	4,421
Loss on disposal of discontinued operations	(46,609)		(46,609)
(Loss)/income from discontinued operations, net of taxes	(77,268)	(7,751)	(135,677)	4,421
NET (LOSS)/INCOME	$ (349,889)	$ (7,751)	$ (958,298)	$ 4,421
BASIC AND DILUTED LOSS PER SHARE FROM CONTINUING OPERATIONS	$ 0.00		$ (0.01)
BASIC AND DILUTED (LOSS) INCOME PER SHARE FROM DISCONTINUED OPERATIONS	$ 0.00	$ (77.51)	$ 0.00	$ 44.21
TOTAL BASIC AND DILUTED (LOSS) INCOME PER SHARE	$ 0.00	$ (77.51)	$ (0.01)	$ 44.21
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	102,872,317	100	101,632,600	100

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NOTES PAYABLE

3 Months Ended

Sep. 30, 2012

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 7 – NOTES PAYABLE

During February 2012 the Company borrowed $75,000 from an unrelated third party entity in the form of a note. The note bears interest at 14 per cent, is unsecured and due on demand. During the nine months ended September 30, 2012, the Company recognized $6,663 of interest expense on this note payable leaving a balance in accrued interest of $6,663 as of September 30, 2012. The holder of these notes has delivered a demand for their repayment together with accrued interest. The Company does not have the funds available to meet this demand and has asked its advisers, Oracle Capital LLC, to approach the note holder with a view to negotiating an alternative solution to an immediate and full repayment of principal and accrued interest.

In addition, February 2012, the Company’s 100 per cent subsidiary, E-Waste Systems (Ohio), Inc. borrowed $100,000 from an unrelated third party in the form of a promissory note. The funds are to support the working capital requirements of the business and specifically, the procurement of electronic waste for refurbishment or recycling. As of September 30, 2012, the full $100,000 of the funds lent had been applied to purchase feed stocks for the Company’s operations, based in Columbus, Ohio. The promissory note accrues interest at 14 percent and is due twelve months from the date of origination.  During the nine months ended September 30, 2012, the Company recognized $8,415 of interest expense and made $6,082 of cash payments towards accrued interest on this promissory note leaving a balance in accrued interest of $2,333 as of September 30, 2012. The Company is presently in default of the terms of this promissory note because of non-payment of interest due.

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CONVERTIBLE NOTE PAYABLE

3 Months Ended

Sep. 30, 2012

Notes to Financial Statements

CONVERTIBLE NOTE PAYABLE

NOTE 6 – CONVERTIBLE NOTE PAYABLE

Non-related Parties

On May 2, 2011 the Company borrowed $73,500 from an unrelated third party entity in the form of a convertible note, $13,000 of which was received in cash and $60,500 of which was received in the form of operating expenses paid on behalf of the Company by the creditor.  The note bore interest at a rate of 12 per cent per annum, with principal and interest due in full on January 2, 2012.

The principal balance of the note along with accrued interest was convertible at any time, at the option of the note holder, into the Company's common stock at a price of 10% below the current market price.  The current market price being defined as the average of the daily closing prices per share for the previous 30 days on the date of conversion.  For purposes of the note, “current market price” was defined as the average of the lowest three daily closing prices per share for the five business days prior to the date of conversion.

On March 7, 2012, the Company satisfied its obligations with respect to this related party note payable through the issuance of 43,193 shares of common stock.  The number of shares issued and the resultant gain on conversion has been recognized in the consolidated statement of operations for the nine months ended September 30, 2012 and is based on the trading price of the Company’s common stock, which was $1.50, on the date of conversion. Prior to conversion the Company recognized $3,717 of interest expense on this convertible note payable.

On August 27, 2012 the Company executed a promissory note in the principal sum is $150,000. The consideration to be provided by the note holder is $135,000. A $15,000 (10%) original issue discount (“OID”) applies to the principal sum. The note holder paid $25,000 of the total consideration on the date of issuance of the note and may pay additional cconsideration to the Company in such amounts and at such dates as it may choose in its sole discretion. The principal sum due to note holder is to be prorated based on the consideration actually paid together with the 10% original issue discount that will also be prorated based on the amount of consideration actually paid as well as any other interest or fees. The maturity date is one year from the date of each payment of consideration and is the date upon which the principal sum, as well as any unpaid interest and other fees, shall be due and payable. The OID in respect of the consideration received on the date of execution equated $2,778, which amount is included in interest expense for the period.

Non-related Parties (Continued)

The Company may repay this note at any time on or before 90 days fromthe date on which the consideration was received, after which date it may not make further payments prior to the maturity date without writtenapproval from holder of the note. If the Company repays the amount outstanding on or before 90 days from the date on which the consideration was received, the interest rate shall be0%. If the Company does not repay the relevant amount on or before 90 days from the date on which the consideration was received, a one-time interestcharge of 10% shall be applied to the principal sum. Any interest payable is in addition to the OID, and that OID (or prorated OID, ifapplicable) remains payable regardless of time and manner of payment by the Company.

The Conversion Price is the lesser of $0.01 or 70% of the lowest trade price in the 25 trading days prior to the conversion date. Unless otherwise agreed in writing by both parties, at no time will the holder of the note convert anyamount outstanding into common stock that would result in the its owning more than 4.99% of the total common stock outstanding. Pursuant to this conversion feature, the Company recognized a discount on convertible debt in the amount of $27,778 on the promissory note’s issuance date.  The discount will be amortized and recorded to the statement of operations over the stated term of the note and is included within as interest expense.

During October 2012, the Company received a further $15,000 consideration from the holder of the note, to which an OID of $1,667 is attached.

Related Parties

On October 28, 2011 the Company received $12,000 in cash from a related party in exchange for a convertible note payable.  The note accrues interest at 12 percent and is due twelve months from the date of origination.  The principal balance of the note along with accrued interest is convertible at any time, at the option of the note holder, into the Company's common stock on or before the maturity date at a price of $0.25 per share. During the nine months ended September 30, 2012, the Company recognized $1,081 of interest expense on this related party convertible note payable leaving a balance in accrued interest of $1,333 as of September 30, 2012. The Company was unable to repay the principal balance and accrued interest at the date of maturity and as a consequence this note is currently in default. Management has commenced discussions with the note holder aimed at agreeing a six month extension to the original maturity date.

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DERIVATIVE LIABILITY (Details Narrative) (USD $)	0 Months Ended	1 Months Ended
	Aug. 27, 2012 D	Sep. 30, 2012	Mar. 07, 2012
Notes to Financial Statements
Prommisory Note	$ 150,000
Draw Down of Promssory Note	27,778
Derivative Liability	38,635
Stock Price at Issuance	$ 0.0139		$ 1.50
Fair Value Assumption Exercise Price	$ 0.0088
Years to Maturity	1 year
Risk Free Rate	18.00%
Expected Volatility Rate	28200.00%
Fair Market Value of Derivative		36,042
Gain on Derivative Liability		$ 2,593
Conversion Price	$ 0.01
Conversion Rate	7000.00%
Trading Days	25

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DISPOSAL OF BUSINESS AND ASSETS (Details Narrative) (USD $)	Sep. 20, 2012
Property, Plant and Equipment [Abstract]
Consideration Receivable for Sale Business and Assets	$ 65,000
Book Value of Disposed Assets of Discontinued Operations	$ 46,609

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SUBSEQUENT EVENTS

3 Months Ended

Sep. 30, 2012

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company’s management has reviewed all material events and there are no other material subsequent events to report.

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DERIVATIVE LIABILITY

3 Months Ended

Sep. 30, 2012

Notes to Financial Statements

DERIVATIVE LIABILITY

NOTE 8 – DERIVATIVE LIABILITY

On August 27, 2012 the Company executed a promissory note in the amount of $150,000 and immediate drew down an amount of $27,778. The note which is convertible at the holder’s option at the lower of $0.01 and 70 percent of the lowest traded price per share during the 25 trading days prior to the date of conversion.

On the date of issuance, a derivative liability of $38,635 was recognized on the balance sheet. Subsequent changes in the fair value of the derivative liability have been recognized in the statement of operations under the caption “Other income (expense) – gain on derivative liability.”

The Company used the Black-Scholes option pricing model to value the derivative liability at the issuance date. Included in the model were the following assumptions: stock price at issuance date of $0.0139, exercise price of $0.0088, dividend yield of zero, years to maturity of 1.00, risk free rate of 0.18 percent, and annualized volatility of 282 percent.

ASC 815 requires the Company to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value of the derivatives as gain (loss) on the income statement.  At September 30, 2012 the derivative liability was re-valued at $36,042, which led to the Company recording a gain on derivative liability in the amount of $2,593.

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STOCKHOLDERS EQUITY

3 Months Ended

Sep. 30, 2012

Equity [Abstract]

STOCKHOLDERS EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

On March 22, 2012, the Company reached a settlement agreement with the selling shareholder of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.) wherein the Company agreed that the liability for the contingent consideration estimated at the time of acquisition would be settled at a value of $388,000.  The Company and shareholder agreed to fully satisfy the entire amount of the liability through the issuance of common stock.  The number of shares issued was 293,341, based on the trading price of the Company’s common stock on the date the agreement was executed.

As part of the same settlement agreement, the parties also agreed to the conversion and early redemption of 400 shares of series A preferred stock, each with a face value of $100 and the termination a consulting agreement between the Company and the shareholder through the issuance of common stock in the amount of $54,000 of outstanding accrued liabilities.  Taking into account both their conversion and early redemption features, the value to be converted into shares of common stock, in respect of the 400 shares of series A preferred stock, was $48,400. The numbers of shares of common stock, therefore, issued in respect of the conversion and early redemption of the series A preferred stock and the termination of the consulting agreement were 28,951 and 32,301, respectively, based on the trading price of the Company’s common stock on the date the agreement was executed.

During the nine months ended September 30, 2012, the Company issued 25,433 shares of common stock at $1.57 per share and 2,000,000 shares of S-8 registered common stock at $0.027 per share for services valued at $54,000.  The value of shares issued for services was based on the trading price of Company’s common stock on the date of issuance.

On June 22, 2012, the Company filed a registration statement on Form S-8 in connection with its 2012 Amended and Restated Equity Compensation Plan. The afore-mentioned plan provides for the issuance of up to five million shares of the Company’s common stock, with a par value of $0.001 each. Between July 10 and July 18, 2012 a total of 2 million shares were issued to certain officers of the Company as well as to a number of consultants in respect of services previously provided to the Company. The value of shares issued as compensation and for consulting services was based on the trading price of Company’s common stock on the date of issuance.

On August 10, 2012 the Company entered into a contract with Oracle Capital, LLC whereby the latter is to provide certain advisory services to the Company in connection with the implementation of the next phase of its development. Under the terms of the contract, the Company has an obligation to issue approximately 24 million shares of S-8 registered common stock to two nominated employees of Oracle Capital, LLC as soon as the necessary mechanisms are in place to do so.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

Reclassifications

Reclassifications

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

Use of Estimates

Use of Estimates

The preparation of consolidated 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 at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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CONVERTIBLE NOTE PAYABLE (Details Narrative) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended				1 Months Ended		8 Months Ended	9 Months Ended				11 Months Ended
	Aug. 27, 2012 D	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Mar. 22, 2012	Mar. 07, 2012	Oct. 31, 2012 Non Related Parties	Sep. 30, 2012 Non Related Parties D	Dec. 31, 2011 Non Related Parties D	Sep. 30, 2012 Non Related Parties	Aug. 27, 2012 Non Related Parties	Mar. 07, 2012 Non Related Parties	May 02, 2011 Non Related Parties	Sep. 30, 2012 Related Parties
Convertible Note Payable Unrelated												$ 150,000		$ 73,500
Proceeds from Convertible Note								15,000	25,000	13,000					12,000
Operating Expenses Paid by Creditor										60,500
Interest Rate Convertible Note Unrelated									10.00%	12.00%					1200.00%
Rate of Conversion below market rate										10.00%
Number of days to calculate average stock price										30
Shares Issued Related Party						293,341	28,335						43,193
Stock Price	$ 0.0139						$ 1.50						$ 1.50
Interest Expense Recognized		19,231		27,298				1,667	2,778		3,717				1,081
Consideration to be Provided												135,000
Original Issue Discount												15,000
Days to repay note without having to wait for maturity									90
Interest Rate of Note if paid within 90 days									0.00%
One-time interest rate charge if not paid within 90 days									10.00%
Conversion Price of Convertible Note Payable	$ 0.01								$ 0.01						$ 0.25
Conversion Rate of Convertible Note Payable	7000.00%								70.00%
Trading Days to determine conversion price	25								25
Maximum percentage of shares outstanding that can be converted									4.99%
Discount on Convertible Debt									27,778
Accured Interest Payable															$ 1,333

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Consolidated Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Statement of Cash Flows [Abstract]
Net (loss)/income	$ (822,621)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation
Amortization of debt discounts	16,223
Expenses paid by shareholders on behalf of the Company	43,500
Loss on settlement of contingent consideration	66,671
Change in derivative liability	(9,964)
Common stock issued for services	93,930
Changes to operating assets and liabilities:
Accounts payable and accrued expenses	(55,579)
Accrued expenses, related parties	561,737
Net Cash Used in Continuing Operating Activities	(106,103)
Net Cash Used in Discontinued Operating Activities	(102,390)	4,874
Net Cash Used in Operating Activities	(208,493)	4,874
INVESTING ACTIVITIES
FINANCING ACTIVITIES
Proceeds from notes issued	200,000
Proceeds from contributed capital	2,000
Net Cash Provided by Continuing Financing Activities	202,000
Net Cash Provided by Discontinued Financing Activities
Net Cash Provided by Financing Activities	202,000
NET INCREASE (DECREASE) IN CASH	(6,493)	4,874
CASH AT BEGINNING OF PERIOD	6,493	56
CASH AT END OF PERIOD		4,930
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest	3,710
Income Taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for conversion of notes payable	140,664
Common stock issued for conversion of preferred stock and settlement of deferred consideration	$ 378,409

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RELATED PARTY NOTE PAYABLE

3 Months Ended

Sep. 30, 2012

Related Party Transactions [Abstract]

RELATED PARTY NOTE PAYABLE

NOTE 5 – RELATED PARTY NOTE PAYABLE

From time to time the Company has received funds from related parties to fund operations.  The note bears interest at 12 percent, is unsecured and due on demand.  As of December 31, 2011, the Company had a principal balance outstanding on its single related party note payable of $50,240.  During the nine months ended September 30, 2012, the Company recognized $2,540 of interest expense on this related party note payable.

On March 7, 2012, the Company satisfied its obligations with respect to the related party note payable through the issuance of 28,335 shares of common stock.  The number of shares issued and the resultant gain on conversion has been recognized in the consolidated statement of operations for the nine months ended September 30, 2012 and is based on the trading price of the Company’s common stock, which was $1.50, on the date of conversion.

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RELATED PARTY NOTE PAYABLE (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2012	Aug. 27, 2012	Mar. 22, 2012	Mar. 07, 2012	Dec. 31, 2011
Related Party Transactions [Abstract]
Interest Rate Note Payable	12.00%
Note Payable Related Party					$ 50,240
Interest Expense on Related Party Note Payable	$ 2,540
Shares Issued			293,341	28,335
Price of Common Stock		$ 0.0139		$ 1.50