E-WASTE CORP. (Form: 10-Q, Received: 01/08/2021 14:41:26)

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: November 30, 2020

☐ 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.)

610 Jones Ferry Road, Suite 207

Carrboro, NC 27510

(Address of principal executive offices)

(919) 933-2720

(Registrant’s telephone number, including area code)

N/A

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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


Large Accelerated Filer ☐		Accelerated Filer ☐
Non-Accelerated Filer ☒		Smaller Reporting Company ☒
		Emerging Growth Company ☐

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

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

Yes ☒ No ☐

As of January 8, 2021, there were 10,000,000 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 NOVEMBER 30, 2020

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	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	21

	PART II - OTHER INFORMATION	21

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	22

	SIGNATURES	23

- 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 29, 2020, filed with the SEC on June 15, 2020. 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 November 30, 2020 (unaudited) and February 29, 2020	4

Condensed Consolidated Statements of Operations for the three and nine-month periods ended November 30, 2020 and 2019 (unaudited)	5

Condensed Consolidated Statements of Changes in Stockholders Deficit for the three and nine-month periods ended November 30, 2020 and 2019 (unaudited)	6-7

Condensed Consolidated Statements of Cash Flows for the nine-month periods ended November 30, 2020 and 2019 (unaudited)	8

Notes to the Condensed Consolidated Financial Statements (unaudited)	9

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E-WASTE CORP.

Condensed Consolidated Balance Sheets


	November 30, 2020			February 29, 2020
	(Unaudited)			(Audited)

Assets

Current Assets
Cash	$	182,999		$	—
Total Current Assets		182,999			—

Total Assets	$	182,999		$	—

Liabilities and Stockholders’ Deficit

Current Liabilities
Accounts payable and accrued expenses	$	3,579		$	13,654
Accrued interest payable - related parties		3,813			—
Notes payable - related parties		405,000			—
Total Current Liabilities		412,392			13,654

Advances - related party		—			404,988

Commitments

Total Liabilities		412,392			418,642

Stockholders’ Deficit
Common stock, $0.0001 par value, 250,000,000 shares authorized 10,000,000 and 12,000,000 shares issued and outstanding, respectively		1,000			1,200
Additional paid-in capital		289,966			42,565
Accumulated deficit		(520,359	)		(462,407	)
Total Stockholders’ Deficit		(229,393	)		(418,642	)

Total Liabilities and Stockholders’ Deficit	$	182,999		$	—

See accompanying notes to condensed consolidated financial statements.

- 4 -

E-WASTE CORP.

Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended November 30, 2020 and 2019

(Unaudited)


	For the Three Months Ended November 30,						For the Nine Months Ended November 30,
	2020			2019			2020			2019

Operating expenses
General and administrative expenses		20,330			6,489			49,139			34,885
Consulting fees - related party		5,000			—			5,000			—
Total operating expenses		25,330			6,489			54,139			34,885

Loss from operations		(25,330	)		(6,489	)		(54,139	)		(34,885	)

Interest expense		(3,813	)		—			(3,813	)		—

Net loss	$	(29,143	)	$	(6,489	)	$	(57,952	)	$	(34,885	)

Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares - basic and diluted		10,945,055			12,000,000			11,650,909			12,000,000

See accompanying notes to condensed consolidated financial statements.

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E-WASTE CORP.

Condensed Consolidated Statements of Changes in Stockholders Deficit

For the Three and Nine Months Ended November 30, 2020 and 2019

(Unaudited)


						Additional					Total
	Common Stock					Paid-in		Accumulated			Stockholders’
	Shares		Amount			Capital		Deficit			Deficit

August 31, 2020	12,000,000		$	1,200		$	42,565	$	(491,216	)	$	(447,451	)

Stock issued for cash ($0.05/share) - related parties	1,000,000			100			49,900		—			50,000

Cancellation of shares - former related party	(3,000,000	)		(300	)		300		—			—

Forgiveness of advances - former related party	—			—			194,701		—			194,701

Contributed capital - former related party	—			—			2,500		—			2,500

Net loss - three months ended November 30, 2020	—			—			—		(29,143	)		(29,143	)

November 30, 2020	10,000,000		$	1,000		$	289,966	$	(520,359	)	$	(229,393	)


						Additional					Total
	Common Stock					Paid-in		Accumulated			Stockholders’
	Shares		Amount			Capital		Deficit			Deficit

February 29, 2020	12,000,000		$	1,200		$	42,565	$	(462,407	)	$	(418,642	)

Stock issued for cash ($0.05/share) - related parties	1,000,000			100			49,900		—			50,000

Cancellation of shares - former related party	(3,000,000	)		(300	)		300		—			—

Forgiveness of advances - former related party	—			—			194,701		—			194,701

Contributed capital - former related party	—			—			2,500		—			2,500

Net loss - nine months ended November 30, 2020	—			—			—		(57,952	)		(57,952	)

November 30, 2020	10,000,000		$	1,000		$	289,966	$	(520,359	)	$	(229,393	)

- 6 -


				Additional					Total
	Common Stock			Paid-in		Accumulated			Stockholders’
	Shares	Amount		Capital		Deficit			Deficit

August 31, 2019	12,000,000	$	1,200	$	42,565	$	(442,264	)	$	(398,499	)

Net loss - three months ended November 30, 2019	—		—		—		(6,489	)		(6,489	)

November 30, 2019	12,000,000	$	1,200	$	42,565	$	(448,753	)	$	(404,988	)


				Additional					Total
	Common Stock			Paid-in		Accumulated			Stockholders’
	Shares	Amount		Capital		Deficit			Deficit

February 28, 2019	12,000,000	$	1,200	$	42,565	$	(413,868	)	$	(370,103	)

Net loss - nine months ended November 30, 2019	—		—		—		(34,885	)		(34,885	)

November 30, 2019	12,000,000	$	1,200	$	42,565	$	(448,753	)	$	(404,988	)

See accompanying notes to condensed consolidated financial statements.

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E-WASTE CORP.

Condensed Consolidated Statements of Cash Flow

For the Nine Months Ended November 30, 2020 and 2019

(Unaudited)


	For the Nine Months Ended November 30,
	2020			2019
Cash Flows from Operating Activities
Net loss	$	(57,952	)	$	(34,885	)
Adjustments to reconcile net loss to net cash used in operations
Changes in operating assets and liabilities
Increase (decrease) in
Accounts payable and accrued expenses		(10,075	)		—
Accrued interest payable - related parties		3,813			—
Net cash used in operating activities		(64,214	)		(34,885	)

Cash Flows from Financing Activities
Proceeds from issuance of notes payable - related parties		405,000			—
Proceeds from advances - former related party		42,463			34,885
Repayments on advances - former related party		(252,750	)		—
Common stock issued for cash		50,000			—
Contributed capital - former related party		2,500			—
Net cash provided by financing activities		247,213			34,885

Net increase in cash		182,999			—

Cash - beginning of period		—			—

Cash - end of period	$	182,999		$	—

Supplemental disclosure of cash flow information
Cash paid for interest	$	—		$	—
Cash paid for income tax	$	—		$	—

Supplemental disclosure of non-cash investing and financing activities
Forgiveness of advances - former related party	$	194,701		$	—
Cancellation of shares - former related party	$	300		$	—

See accompanying notes to condensed consolidated financial statements.

- 8 -

E-WASTE CORP.

Notes to Condensed Consolidated Financial Statements

November 30, 2020 and 2019

Note 1 – Organization and Nature of Operations

Organization and Nature of Operations

E-Waste Corp. (the “Company”) 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 that line of business. Since that time, the Company has 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, 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 its 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 that any transactions will be consummated.

On November 29, 2016, the Company formed a wholly owned Delaware subsidiary, in connection with its proposed reincorporation in the State of Delaware. The reincorporation was to be effected in anticipation of a potential business combination the Company was considering. The reincorporation did not occur, as the Company determined not to proceed with the proposed business combination.

The Company has a February 28/29 fiscal year end.

The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company’s supply chain, distribution centers, or logistics and other service providers.

In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for products and services and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly. To date, the Company has not experienced any significant economic impact due to COVID-19, however, efforts are being made to secure additional capital.

Basis of Presentation

Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions to Article 8-03 of Regulation S-X.

Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the condensed consolidated financial statements for the year ended February 29, 2020 of the Company, which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on June 15, 2020.

- 9 -

E-WASTE CORP.

Notes to Condensed Consolidated Financial Statements

November 30, 2020 and 2019

Liquidity, Going Concern and Management’s Plans

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying unaudited consolidated financial statements, for the nine months ended November 30, 2020, the Company had:


	•	Net loss of $57,952; and
	•	Net cash used in operations was $64,214.

Additionally, at November 30, 2020, the Company had:


	•	Accumulated deficit of $520,359
	•	Stockholders’ deficit of $229,393; and
	•	Working capital deficit of $229,393.

The Company has cash on hand of $182,999 at November 30, 2020. Although the Company intends to raise additional debt or equity capital, the Company expects to continue to incur significant losses from operations and have negative cash flows from operating activities for the near-term. These losses could be significant as the Company seeks a merger candidate. The Company will have continuing expenses related to compensation, professional fees, and regulatory.

The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the nine months ending November 30, 2020, and our current capital structure including equity-based instruments and our obligations and debts.

During the nine months ended November 30, 2020, the Company has satisfied its obligations from the issuance of related party notes ($405,000), receipt of related party advances ($42,463) and the sale of common stock to related parties ($50,000); however, there is no assurance that such successful efforts will continue during the twelve months subsequent to the date these condensed consolidated financial statements are issued.

If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels.

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:


	•	Pursuing additional capital raising opportunities,
	•	Seeking an acquisition or merger candidate; and
	•	Identifying unique market opportunities that represent potential positive short-term cash flow.

- 10 -

E-WASTE CORP.

Notes to Condensed Consolidated Financial Statements

November 30, 2020 and 2019

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation

These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its inactive, wholly owned subsidiary. All intercompany transactions and balances have been eliminated.

Business Segments and Concentrations

The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment.

Use of Estimates

Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

Significant estimates during the nine months ended November 30, 2020 include uncertain tax positions, and the valuation allowance on deferred tax assets.

Fair Value of Financial Instruments

The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:


	•	Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

	•	Level 2 — Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

	•	Level 3 — Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.

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E-WASTE CORP.

Notes to Condensed Consolidated Financial Statements

November 30, 2020 and 2019

Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

The Company’s financial instruments, including cash, accounts payable and accrued expenses, are carried at historical cost. At November 30, 2020 and February 29, 2020, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At November 30, 2020 and February 29, 2020, respectively, the Company did not have any cash equivalents.

Income Taxes

The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of November 30, 2020 and February 29, 2020, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the three and nine months ended November 30, 2020 and 2019.

As of November 30, 2020, tax years 2016-2019 remain open for IRS audit.

Basic and Diluted Earnings (Loss) per Share

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At November 30, 2020 and 2019, the Company did not have any potential dilutive securities.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

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E-WASTE CORP.

Notes to Condensed Consolidated Financial Statements

November 30, 2020 and 2019

Recent Accounting Standards

Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof.

Management has considered all recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the company’s financial statements.

Note 3 – Notes Payable and Accrued Interest – Related Parties

The Company has two (2) outstanding notes payable to related parties.

The following represents a summary of the Company’s notes payable – related parties, key terms and outstanding balances at November 30, 2020 and February 29, 2020, respectively:


Terms	Note Payable		Note Payable

Issuance date of note	September 25, 2020		November 25, 2020
Term	1 year		1 year
Maturity date	September 25, 2021		November 25, 2021
Interest rate	8%		6%
Collateral	Unsecured		Unsecured


Note Date	September 25, 2020		November 25, 2020		Total

Principal	$	255,000	$	150,000	$	405,000

Balance - February 29, 2020	$	—	$	—	$	—
Proceeds		255,000		150,000		405,000
Balance - November 30, 2020	$	255,000	$	150,000	$	405,000


	Accrued Interest Payable

	September 25, 2020		November 25, 2020		Total

Balance - February 29, 2020	$	—	$	—	$	—
Interest expense		3,689		124		3,813
Balance - November 30, 2020	$	3,689	$	124	$	3,813

Note 4 – Advances Payable – Former Related Party and Change in Control

The Company has received and repaid advances to a former related party that was its controlling stockholder.

On September 25, 2020, the Company paid this related party $252,750 in full settlement of the outstanding advances, and the related party simultaneously forgave the remaining debt in the amount of $194,701. Since the settlement occurred with a related party, the amount was credited to additional paid-in capital.

Additionally, on October 14, 2020, in a private transaction, the former controlling stockholder of the Company sold 6,000,000 shares of the Company’s common stock to a third party. As a result of the sale, and the simultaneous cancellation of 3,000,000 shares owned by another stockholder, there was a change in control of the Company.

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E-WASTE CORP.

Notes to Condensed Consolidated Financial Statements

November 30, 2020 and 2019

The following represents a summary of the Company’s advances – former related party, key terms and outstanding balances at November 30, 2020 and February 29, 2020, respectively:


Terms	Advances

Issuance date of advances	Various
Term	Due on demand
Interest rate	0%
Collateral	Unsecured

Balance - February 29, 2020	$	404,988
Advances		42,463
Repayments		(252,750	)
Forgiveness of advances		(194,701	)
Balance - November 30, 2020	$	—

Note 5 – Commitments

Operating Lease Agreement – Related Party

On September 25, 2020, the Company entered into a one-year operating lease with a significant stockholder for its office space at a monthly rate of $250. The lease agreement can be terminated by either party at any time, with 30 days written notice.

For the three months ended November 30, 2020 and 2019, the Company recorded rent expense of $500 and $0, respectively, which is included as a component of general and administrative expenses on the accompanying condensed consolidated statements of operations.

For the nine months ended November 30, 2020 and 2019, the Company recorded rent expense of $500 and $0, respectively, which is included as a component of general and administrative expenses on the accompanying condensed consolidated statements of operations.

Consulting Agreement – Related Party

On October 1, 2020, the Company entered into a one-year consulting agreement with an entity having an owner that is a significant stockholder. Services are for financial and strategic advice. The consultant is paid $2,500 per month over the term of the agreement. The consulting agreement can be terminated by either party at any time, with 30 days written notice.

For the three months ended November 30, 2020 and 2019, the Company recorded consulting fee expense of $5,000 and $0, respectively, which is included on the accompanying condensed consolidated statements of operations.

For the nine months ended November 30, 2020 and 2019, the Company recorded consulting fee expense of $5,000 and $0, respectively, which is included on the accompanying condensed consolidated statements of operations.

Note 6 – Stockholders’ Deficit

Equity Transactions During 2021

Stock Issued for Cash – Related Parties

During 2021, the Company issued 1,000,000 shares of common stock for an aggregate of $50,000 ($0.05/share).

Contribution of Capital – Former Related Party

During 2021, the former controlling stockholder of the Company contributed $2,500.

- 14 -

E-WASTE CORP.

Notes to Condensed Consolidated Financial Statements

November 30, 2020 and 2019

Note 7 – Subsequent Events

On December 1, 2020, the Company executed a one-year consulting agreement with a third party to provide consulting services including investor relations, analysis of potential merger candidates, social media development and other general financial services. The consulting agreement can be terminated by either party at any time, with 30 days written notice. The consultant will be paid $4,000 per month.

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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.

Basis of Presentation

The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles.

The audited financial statements for our fiscal year ended February 29, 2020, contained in our Annual Report, include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements. All such adjustments are of a normal recurring nature.

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 discontinued that 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 that 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 29, 2020, filed with the SEC on June 15, 2020, for additional information and risks associated with our proposed business plan.

On November 29, 2016, we formed a 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. The reincorporation did not occur, as we determined not to proceed with the proposed 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.

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Recent Developments

On September 25, 2020, GEM Global Yield Fund LLC SCS (“GEM”), which was Company’s controlling stockholder, sold 6,000,000 shares of the Company’s common stock to Global Equity Limited (“Global”), for an aggregate purchase price of $30,000 (the “Share Sale Transaction”). The Shares purchased by Global represented 50% of the Company’s issued and outstanding shares of common stock as of the date of the closing of the Share Sale Transaction. Therefore, the Share Sale Transaction resulted in a change in control of the Company. In connection with the consummation of the Share Sale Transaction, Peter de Svastich, who was the Company’s sole officer and director resigned from all positions he held with the Company and John D. Rollo was appointed as the Company’s. President, Treasurer and Secretary, and the sole member of the Company’s board of directors.

In addition, on September 25, 2020, the Company received a loan of $255,000 from a related party (the “$255,000 Loan”). To evidence the $255,000 Loan, the Company issued a promissory note in the principal amount of $255,000 (the “Note”), with a maturity date of September 25, 2021. Interest on the Note accrues on the principal amount at the rate of eight percent (8%) per annum, and shall be paid on a quarterly basis, in the amount of $5,100 per quarter, on the following dates: December 25, 2020, March 25, 2021, June 25, 2021 and September 25, 2021. The Company may prepay any amounts due under the Note without penalty or premium.

The Company used the $255,000 Loan primarily to pay GEM $252,750 (the “Settlement Amount”) as full and complete payment, and in full satisfaction, of the total outstanding debt the Company owed to GEM. GEM had previously made advances to the Company in the aggregate amount of $447,451 to pay certain expenses of the Company (the “GEM Debt”). GEM discharged the Company from any further obligations it may have had to GEM to repay any remaining amounts of the GEM Debt, and the Company and GEM released each other from any claims they may have had against each other, with respect to the GEM Debt, or otherwise. The additional $2,250 of proceeds were used by the Company for working capital and general corporate purposes.

On October 14, 2020, the Company sold an aggregate of 1,000,000 shares of the Company’s common stock to two “accredited investors,” who were related parties, for gross cash proceeds of $50,000. The Company utilized the net proceeds from the sales for working capital and general corporate purposes.

In addition, on October 14, 2020, 3,000,000 shares of the Company’s common stock were cancelled and returned to the Company’s number of authorized and unissued shares of common stock.

On November 25, 2020, the Company received a loan of $150,000 from a related party (the “$150,000 Loan”). To evidence the $150,000 Loan, the Company issued a promissory note in the principal amount of $150,000 (the “Note”), with a maturity date of November 25, 2021. Interest on the Note accrues on the principal amount at the rate of six percent (6%) per annum, and shall be paid on a quarterly basis, in the amount of $2,250 per quarter, on the following dates: February 25, 2021, May 25, 2021, August 25, 2021 and November 25, 2021. The Company may prepay any amounts due under the Note without penalty or premium.

Results of Operations

Three-Month Period Ended November 30, 2020 Compared to Three-Month Period Ended November 30, 2019

Revenues and Other Income

During the three-month periods ended November 30, 2020 and 2019, we did not realize any revenues from operations.

Operating Expenses

Operating expenses, consisting primarily of general and administrative expenses (including professional fees) totaled $25,330 in the three-month period ended November 30, 2020, compared to $6,489 in the three-month period ended November 30, 2019, which consisted primarily of professional fees. The increase of $18,841, or 290.35%, was due to increase in legal fees related to the Company’s recent financing activities and entry into a consulting agreement.

Interest Expense

Interest expense increase by $3,813 to $3,813 for the three month period ended November 30, 2020 from $0 for the three month period ended November 30, 2019. The increase was primarily due to interest on certain Company loans.

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Net Loss

As a result of the foregoing, we incurred a net loss of $29,143, or $0.00 per share, for the three months ended November 30, 2020, compared to a net loss of $6,489, or $0 per share, for the corresponding period ended November 30, 2019.

Nine-Month Period Ended November 30, 2020 Compared to Nine-Month Period Ended November 30, 2019

Revenues and Other Income

During the nine-month periods ended November 30, 2020 and 2019, we did not realize any revenues from operations.

Expenses

Operating expenses, consisting primarily of general and administrative expenses (including professional fees) totaled $54,139 in the nine-month period ended November 30, 2020, compared to $34,885 in the nine-month period ended November 30, 2019, which consisted primarily of ordinary operating expenses and professional fees. The increase of $19,254, or approximately 55.2%, was due to increase in legal fees related to the Company’s recent financing activities and entry into a consulting agreement.

Interest Expense

Interest expense increase by $3,813 to $3,813 for the nine month period ended November 30, 2020 from $0 for the nine month period ended November 30, 2019. The increase was primarily due to interest on certain Company loans.

Net Loss

As a result of the foregoing, we incurred a net loss of $57,952, or $0.00 per share, for the nine months ended November 30, 2020, compared to a net loss of $34,885, or $0.00 per share, for the corresponding period ended November 30, 2019.

Liquidity and Capital Resources

As of the date of this report, we had yet to generate any revenues from our business operations.

On September 25, 2020, the Company received the $255,000 Loan from a related party, the majority of which was used to pay GEM the $252,750 Settlement Amount in full satisfaction of the $447,451 GEM Debt. The remaining $2,250 of proceeds were used by the Company for working capital and general corporate purposes. The Company plans to utilize the net proceeds from the sales for working capital and general corporate purposes. On November 25, 2020, the Company received the $150,000 Loan from a related party. As a result, of November 30, 2020, the total amount of loans made to us by related parties was $405,000 in principal amount.

On October 14, 2020, the Company sold 1,000,000 shares of its common stock to two “accredited investors” for cash proceeds of $50,000.

As of November 30, 2020, we had $182,999 in cash, we had liabilities of $412,392, and our working capital deficit was $229,393. 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 has not drawn a significant salary. Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no or minimal expense by related parties.

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.

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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.

We have a history of operating losses and negative cash flow. These conditions raise substantial doubt about our ability to meet all of our obligations over the twelve months following the filing of this Form 10-Q. Management has evaluated these conditions and concluded that current plans will alleviate this concern. We currently have debt obligations to related parties in the total amount of $408,813, consisting of $405,000 in principal amount and $3,813 in accrued interest.

Our ability to continue as a going concern is dependent on our ability to implement our business plan, raise capital and generate revenues.

Cash Flows from Operating Activities

For the nine months ended November 30, 2020, net cash used in operating activities was $64,214, as compared to net cash used in operating activities of $34,885 for the nine months ended November 30, 2019.

Cash Flows from Investing Activities

The Company did not use any funds for investing activities during the nine-month periods ended November 30, 2020 and 2019.

Cash Flows from Financing Activities

For the nine months ended November 30, 2020, net cash provided by financing activities was $247,213. We had no cash provided by financing activities for the nine months ended November 30, 2019.

Going Concern

As reflected in the accompanying unaudited consolidated financial statements, for the nine months ended November 30, 2020, the Company had:


	•	Net loss of $57,952; and
	•	Net cash used in operations was $64,214.

Additionally, at November 30, 2020, the Company had:


	•	Accumulated deficit of $520,359;
	•	Stockholders’ deficit of $229,393; and
	•	Working capital deficit of $229,393.

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Management’s strategic plans include the following:


	•	Pursuing additional capital raising opportunities;
	•	Seeking an acquisition or merger candidate; and
	•	Identifying unique market opportunities that represent potential positive short-term cash flow.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with GAAP applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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

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 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.

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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 November 30, 2020, that occurred during our third 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 November 30, 2020, or subsequent period through the date hereof.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

As of October 1, 2020, John D. Rollo, the Company’s sole officer and director, began receiving monthly payments of $500 per month. As of January 1, 2021, the monthly payments to Mr. Rollo increased to $1,000 per month.

On October 1, 2020, the Company entered into a one-year consulting agreement with an entity having an owner that is a related party. Services are for financial and strategic advice. The consultant is paid $2,500 per month over the term of the agreement. The consulting agreement can be terminated by either party at any time, with 30 days written notice.

On November 25, 2020, the Company received the $150,000 loan from a related party. To evidence the $150,000 Loan, the Company issued a Note in the principal amount of $150,000, with a maturity date of November 25, 2021. Interest on the Note accrues on the principal amount at the rate of six percent (6%) per annum, and shall be paid on a quarterly basis, in the amount of $2,250 per quarter, on the following dates: February 25, 2021, May 25, 2021, August 25, 2021 and November 25, 2021. The Company may prepay any amounts due under the Note without penalty or premium.

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On December 1, 2020, the Company entered into a one-year consulting agreement with a consultant. Services are for financial and strategic advice. The consultant is paid $4,000 per month over the term of the agreement. The consulting agreement can be terminated by either party at any time, with 30 days written notice.

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

4.1		Promissory Note, dated November 25, 2020, issued to Hometown International, Inc. in the principal amount of $150,000

10.1		Consulting Agreement with Tryon Capital, LLC, dated September 25, 2020

10.2		Consulting Agreement with Benzions LLC, dated December 1, 2020

31.1 / 31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial and Accounting Officer

32.1 / 32.2		Rule 1350 Certification of Chief Executive and Financial and Accounting 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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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: January 8, 2021	By:	/s/ John D. Rollo
	Name:	John D. Rollo
	Title:	President, Treasurer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer)

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EXHIBIT 4.1

THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE NOTE IS BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE NOTE IS “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD UNLESS IT IS REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.

PROMISSORY NOTE


$150,000.00	November 25, 2020

THIS PROMISSORY NOTE (this “Note”) is issued by E-WASTE CORP., a Florida corporation, with an address at 610 Jones Ferry Road, Suite 207, Carrboro, NC 27510 (the “Company”), to Hometown International, Inc, a Nevada corporation, with an address at 25 E. Grant Street, Woodstown, NJ 08098 (the “Holder”).

ARTICLE I

Section 1.01 Principal. For value received, the Company hereby promises to pay on or before November 25, 2021 (the “Maturity Date”), to the order of the Holder, in lawful money of the United States of America, and in immediately available funds, the principal sum of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) (the “Principal Amount”).

Section 1.02 Interest. Interest shall accrue on the Principal Amount at the rate of eight percent (6%) per annum (computed on the basis of a 365-day year and the actual days elapsed) from the date of this Note until the Principal Amount is repaid in full.

Section 1.03 Payment of Interest. Interest on the Principal Amount shall be paid on a quarterly basis, in the amount of $2,250.00 per quarter, on the following dates: February 25, 2021; May 25, 2021, August 25, 2021 and November 25, 2021.

Notwithstanding any provision contained herein to the contrary, the total liability of the Company for payment of interest pursuant hereto, including late charges, shall not exceed the maximum amount of such interest permitted by law to be charged, collected, or received from the Company, and if any payments by the Company include interest in excess of such a maximum amount, the Holder shall apply such excess to the reduction of the unpaid Principal Amount, or if none is due, such excess shall be refunded.

Section 1.04 Right to Prepay. The Company shall have the right to prepay all or any portion of the Principal Amount and all accrued interest thereon (the “Prepaid Amount”) at any time, on or before the Maturity Date, without penalty or premium.

ARTICLE II

Section 2.01 Representations and Warranties of the Holder. The Holder hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

(a) The Holder understands that this Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or registered or qualified under any of the securities laws of any state or other jurisdiction, and is a “restricted security,” and cannot be resold or otherwise transferred unless it is registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available.

(b) The Holder is acquiring this Note for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part, and no other person has a direct or indirect beneficial interest in this Note or any portion thereof. Further, the Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Note for which the Holder is subscribing or any part of thereof.

(c) The Holder has full power and authority to enter into this Note, the execution and delivery of this Note has been duly authorized, and this Note constitutes a valid and legally binding obligation of the Holder.

(d) The Holder is not subscribing for this Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the Holder in connection with investment.

(e) The Holder understands that the Company is under no obligation to register this Note under the Securities Act, or to assist the Holder in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.

(f) The Holder is (i) experienced in making investments of this kind, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Note, and the related documents, and (iii) able to afford the entire loss of its investment in this Note.

(g) The Holder has the financial ability to bear the economic risk of its investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to its investment in this Note.

(h) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in this Note. The Holder is not relying on the Company, or its affiliates or agents, with respect to economic considerations involved in this investment. The Holder has relied solely on its own advisors.

(i) The Holder has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning this Note and the Company and all other information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, and agrees and acknowledges that it has carefully reviewed all of the filings made by the Company.

(j) No representations or warranties have been made to the Holder by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for this Note, the Holder is not relying upon any representations other than those contained herein. The Holder has consulted, to the extent it has deemed appropriate, with its own advisers as to the financial, tax, legal and related matters concerning an investment in this Note and on that basis believes that its investment in this Note is suitable and appropriate for the Holder.

(k) The Holder is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act.

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ARTICLE III

Section 3.01 Representations and Warranties of the Company. The Company hereby acknowledges, represents and warrants to, and agrees with, the Holder as follows:

(a) Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. The Company has all requisite power to own, operate and lease its business and assets and carry on its business as the same is now being conducted.

(b) Corporate Power and Authority. The Company has all requisite power and authority to enter into and deliver this Note and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Note by the Company and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action and no other action or proceeding on the part of the Company is necessary to authorize the execution, delivery, and performance by the Company of this Note and the consummation by the Company of the transactions 4 contemplated hereby.

ARTICLE IV

Section 4.01 Events of Default. Upon the occurrence of any of the following events (each, an “Event of Default”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) an Event of Default shall be deemed to have occurred:

(a) Default in the payment of the Principal Amount on the Maturity Date, which default has not been cured within ten (10) days after its due date by acceleration or otherwise; or

(b) Default in the payment, when due or declared due, of any interest payment hereunder, which default has not been cured within ten (10) days after its due date by acceleration or otherwise; or

(c) The Company files for relief under the United States Bankruptcy Code (the “Bankruptcy Code”) or under any other state or federal bankruptcy or insolvency law, or files an assignment for the benefit of creditors, or if an involuntary proceeding under the Bankruptcy Code or under any other federal or state bankruptcy or insolvency law is commenced against the Company, and has not been resolved in a period of thirty (30) days after such commencement.

Section 4.02 Effect of Default. Upon the occurrence of an Event of Default as set forth in Section 4.01, the Holder shall have the right to declare the Principal Amount and all interest accrued thereon to be immediately due and payable.

ARTICLE V

Section 5.01 Notice. All notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):


(i)	If to the Company:	E-Waste Corp.
		610 Jones Ferry Road, Suite 207
		Carrboro, NC 27510

(ii)	If to the Holder:	Hometown International, Inc.
		25 E. Grant Street
		Woodstown, NJ 08098

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All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, (iii) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt, or (iv) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt.

Section 5.02 Governing Law. This Note shall be deemed to be made under and shall be construed in accordance with the laws of the State of Florida without giving effect to the principals of conflict of laws thereof.

Section 5.03 Severability. The invalidity of any of the provisions of this Note shall not invalidate or otherwise affect any of the other provisions of this Note, which shall remain in full force and effect.

Section 5.04 Construction and Joint Preparation. This Note shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting and preparation of this Note, and this Note therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Note shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Note. The headings contained in this Note are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note.

Section 5.05 Entire Agreement and Amendments. This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Company and the Holder. This Note represents the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Note may be amended only by an instrument in writing executed by the parties hereto.

Section 5.06 Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute on instrument.

IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company has executed this Note as of the date first written above.

E-Waste Corp.

By: /s/ John D. Rollo

Name: John D. Rollo

Title: President

Agreed and Accepted:

By: /s/ Paul F. Morina

Hometown International, Inc.

Name: Paul F. Morina, President

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EXHIBIT 10.1

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”), effective as of October 1, 2020, (the “Effective Date”), by and between E-Waste, Corp, a Florida corporation (the “Company”), and Tryon Capital, LLC, a North Carolina limited liability company (“Consultant”).

The Company desires to retain Consultant and to have Consultant render the services described in this Agreement, and Consultant desires to become so engaged, on the terms and conditions set forth herein.

NOW, THEREFORE, Consultant and the Company agree as follows:

1. Description of Services. The Company hereby retains Consultant to support in the research, development, and analysis of product, financial and strategic matters. Consultant hereby agrees to act in such capacity and to provide the resources, guidance, feedback, advice and counsel in connection with the application, development and commercial exploitation of potential products and related financing matters, and to perform such other necessary and appropriate duties that are, from time to time, delegated by one or more officers of the Company (the “Officers”), including, but not limited to, the provision of the following services to the Company during the term of this Agreement (collectively, the “Services”):


	(a)	Advise on research, development, and analysis of product, financial and strategic matters;

	(b)	Assist in the preparation and procurement of contract and product proposals to include drafting, editing, and review of specific proposal sections; and

	(c)	Assisting in the introduction of the Company, products, and solutions to potential customers and strategic partners to support the Company’s efforts to develop and sell its products.

2. Term and Termination. The term of this Agreement shall be for one year (1) year and will become effective as of the Effective Date; provided, however, this Agreement may be terminated by either party hereto, in its sole discretion, upon thirty (30) days’ prior written notice to the other party or immediately by the Company for cause. This Agreement may be extended for additional periods upon the mutual written agreement of the parties.

3. Compensation and Expenses.

(a) Compensation. The Company agrees to pay consultant [a flat fee of $2,500 per month] (the “Fee”). The Fee shall be paid to Consultant on the first day of each calendar month commencing on October 1, 2020.

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expenses in excess of two thousand dollars ($2,000) for any one trip unless Consultant has obtained prior written approval from the Company to incur such expenses.

4. Property of Company.

(a) Definition. For the purposes of this Agreement, the term “Inventions” will mean all discoveries, inventions, improvements, modifications, developments, products, processes, procedures, techniques, methods, compounds, compositions of matter, formulae, computer software programs, databases, drawings, designs, notes, documents, information, materials and trade secrets made, conceived, developed or reduced to practice by Consultant, alone or with others, which result from, relate to or are in anyway connected with the Services, or which are funded in whole or in part by the Company or which result from the use of any premises or resources owned, leased or contracted for by the Company, including, but not limited to, all discoveries, inventions, improvements, modifications, developments, products, processes, procedures, techniques, methods, compounds, compositions of matter, formulae, computer software programs, databases, drawings, designs, notes, documents, information, materials and trade secrets made, conceived, developed or reduced to practice by Consultant, alone or with others, which result from or relate to the development of E-Waste’s technology.

(b) Assignment of Ownership.

(i) Assignment. Consultant hereby irrevocably transfers and assigns to the Company any and all of his/her right, title and interest in and to Inventions (as defined in Section 4(a) above), including, but not limited to, all copyrights, patent rights, trade secrets and trademarks and intellectual property related thereto. Inventions will be the sole property of the Company. The Company will have the sole right to determine the treatment of any Inventions, including the right to keep them as trade secrets, to file and execute patent applications on them, to use and disclose them without prior patent application, to file registrations for copyrights or trademarks on them in its own name or to follow any other procedure that the Company deems appropriate.

(ii) Disclosure, Assistance and Confidentiality. Consultant agrees: (A) to disclose all Inventions to the Company promptly, in writing; (B) to cooperate with and assist the Company to apply for and to prosecute, and to execute any applications and/or assignments and/or other documents reasonably necessary to obtain or maintain any patent, copyright, trademark or other statutory protection for Inventions in the Company’s name as the Company deems appropriate; (C) to deliver to the Company evidence for interference purposes or other legal proceedings, to testify in any interference or other legal proceedings and to otherwise assist the Company related thereto, whenever reasonably requested to do so by the Company; and (D) to otherwise treat all Inventions as “Confidential Information” (as defined below). Consultant hereby grants the Company a limited power of attorney to execute any documents necessary or appropriate to effectuate the Company’s rights hereunder. If Consultant has any question as to whether a given invention, discovery or the like qualifies as an “Invention” hereunder, Consultant will inform the Company of the nature of such invention or discovery for determination as to whether such is an Invention.

(iii) Reimbursement of Expenses. The Company will reimburse Consultant for all reasonable expenses incurred by him/her at the Company’s request in assisting the Company to protect its rights in any Invention.

5. Confidential Information.

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(a) Acknowledgment and Definition. Consultant acknowledges that he will acquire information and materials from the Company and knowledge about the Company’s business, products, techniques, experimental work, customers, clients and suppliers. Consultant further acknowledges that all such techniques, knowledge, information and materials acquired, including, but not limited to, any techniques, knowledge, information and material concerning the company’s olfactory measurement technology, as well as the existence, terms and conditions of this Agreement, and the Inventions are the trade secrets and confidential and proprietary information of the Company (collectively, the “Confidential Information”). Confidential Information will not include, however, any information which is or becomes generally and publicly available through no fault of, or breach of this Agreement by, Consultant.

(b) Maintaining Confidentiality. To ensure the continued confidentiality of the Confidential Information, Consultant agrees as follows:

(i) to hold all Confidential Information in strict confidence; not to disclose it to others; not to use it in any way, commercially or otherwise, except in performing the Services; and not to allow any unauthorized person access to it;

(ii) to take all action reasonably necessary to protect the confidentiality of the Confidential Information including, without limitation, implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Confidential Information; and

(iii) that Confidential Information furnished to Consultant by the Company or produced by Consultant or others in connection with the Services will be and remain the sole property of the Company. Consultant agrees to return all Confidential Information and any materials or other property provided by the Company promptly, at the Company’s request, upon expiration of this Agreement or upon termination of Consultant’s Services by Consultant or by the Company for any reason, whichever occurs first. Consultant agrees not to retain any Confidential Information or reproductions thereof, or other such property or materials, after such request, expiration or termination.

6. Consultant Liability. Consultant shall carry out his/her functions and duties for the Company in good faith, in a manner he/she reasonably believes to be in the best interests of the Company and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Consultant shall not be liable to the Company for his/her acts or omissions hereunder, other than (i) act or omissions that Consultant at the time thereof knew or believed were clearly in conflict with the best interest of the Company, (ii) any transaction from which Consultant derived an improper personal benefit or (iii) acts or omissions occurring prior to the date of this Agreement.

7. No Conflicts. Consultant represents and warrants that neither this Agreement nor the performance thereof will conflict with or violate any obligation of Consultant or right of third party.

8. Notices. Any notice required or permitted hereunder will be given in writing and will be deemed effectively given as follows: (a) upon personal delivery; (b) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (c) one (1) business day after its deposit with any return receipt express courier, such as Federal Express, for next day delivery (prepaid); or (d) one (1) business day after transmission by facsimile, and receipt of a facsimile confirmation, addressed to the other party at its address (or facsimile number, in the case of transmission

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by telecopier) or to such address as such party may designate in writing from time to time to the other party.

9. Governing Law; Severability; Entire Agreement, Amendment. This Agreement will be construed and enforced in accordance with the internal laws of the State of North Carolina, excluding that body of laws pertaining to conflict of laws. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement and the documents referred to herein are the entire agreement of the parties with respect to the subject matter hereof and supercede any prior or contemporaneous agreements. This Agreement may only be amended by a writing signed by both parties hereto.

10. Jurisdiction and Venue. Any action at law or in equity arising directly or indirectly in connection with, related to or in any way connected with this Agreement or any provisions hereof, shall be litigated exclusively in the state or federal courts located in Wake County, North Carolina. The parties hereto waive any right such party may otherwise have to transfer or change the venue of any litigation brought or arising in connection with this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the Effective Date.

COMPANY

E-Waste, Corp.

By: /s/ John D. Rollo

Name: John D. Rollo

Title: Chief Executive Officer

CONSULTANT

Tryon Capital, LLC

By: /s/ Pete L/ Coker

Name: Pete L. Coker

Title: Manager

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EXHIBIT 10.2

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”), effective as of December 1, 2020, (the “Effective Date”) by and between E-Waste Corp, a Florida corporation (the “Company”), and Benzions LLC, a Delaware limited liability company (“Consultant”).

NOW, THEREFORE, Consultant and the Company agree as follows:

1. Description of Services. The Company hereby retains Consultant to create and build a presence with investors. Consultant hereby agrees to act in such capacity and to provide the resources, guidance, feedback, advice and counsel in connection with the PR/IR of the company. This includes introducing investors and bankers/analysts to the company via calls/meetings/webinars, etc. In addition to perform such other necessary and appropriate duties that are, from time to time, delegated by one or more officers of the Company (the “Officers”), including, but not limited to, the provision of the following services to the Company during the term of this Agreement (collectively, the “Services”):

(a) Research for strategic acquisitions and or investments to improve shareholder value, to ensure that sufficient due diligence is performed, and information is provided to enable the board of directors (“Board”) to form appropriate judgements;

(b) Assist in the management of investor relations for the Company, which includes roadshows, investor calls, etc.;

(c) Assist in investor relationships and fund raising in the form of equities, convertible debentures and warrants, including the review of registration statements and Form D filings; and

(d) Assist in the search for, and recruitment of, new Board members; and

(e) Assist the company with development of any Social Media presence, if it should become in the best interest of the company to establish a Social Media platform.

2. Term and Termination. The term of this Agreement shall be for one (1) year and will become effective as of the Effective Date; provided, however, this Agreement may be terminated by either party hereto, in its sole discretion, upon thirty (30) days’ prior written notice to the other party or immediately by the Company for cause. This Agreement may be extended for additional periods upon the mutual written agreement of the parties.

3. Compensation and Expenses.

a) Compensation. The Company agrees to pay consultant a flat fee of $4,000 per month (the “Fee”). The Fee shall be paid to Consultant on the first day of each calendar month commencing on December 1, 2020.

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(b) Expenses. The Company agrees to reimburse Consultant for approved reasonable and customary expenses related to the performance of the Services, including, but not limited to, travel expenses, hotel accommodations, transportation and meals. Receipts for all expenses of ten dollars ($10) or more are required. The Company shall not be obligated to reimburse Consultant for expenses in excess of two thousand dollars ($2,000) for any one trip unless Consultant has obtained prior written approval from the Company to incur such expenses.

4. Property of Company.

(b) Assignment of Ownership.

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5. Confidential Information.

(b) Maintaining Confidentiality. To ensure the continued confidentiality of the Confidential Information, Consultant agrees as follows:

7. No Conflicts. Consultant represents and warrants that neither this Agreement nor the performance thereof will conflict with or violate any obligation of Consultant or right of third party.

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IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the Effective Date.

COMPANY

E-Waste Corp.

By: /s/ John D. Rollo

Name: John D. Rollo

Title: President

CONSULTANT

Benzions LLC

By: /s/ Elliot Mermel

Name: Elliot Mermel

Title: Managing Partner

19726 Horseshoe Drive

Topanga, CA 90290

(401) 499-8911

Email: elliot@benzions.com

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EXHIBIT 31.1 / 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A)

OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, John D. Rollo, certify that:

1. I have reviewed this report on Form 10-Q of E-Waste Corp. for the quarter ended November 30, 2020;

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. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of 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: January 8, 2021

/s/ John D. Rollo

John D. Rollo

President, Treasurer and Secretary

(Principal Executive Officer and Principal Financial and Accounting Officer)

EXHIBIT 32.1 / 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of E-Waste Corp. (the “Company”), for the quarter ended November 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John D. Rollo, Chief Executive Officer, Chief Financial Officer, President, Treasurer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;


	(1)	The Report 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 Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


	/s/ John D. Rollo
	Name:	John D. Rollo
	Title:	President, Treasurer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer)
	Date:	January 8, 2021