UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | For the fiscal year ended December 31, 2013 |
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| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| | For the transition period from _________ to ________ |
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| | 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) | (I.R.S. Employer Identification No.) |
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| 1350 E. Flamingo, #3101, Las Vegas, NV | 89119 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number 650-283-2907 | |
Securities registered under Section 12(b) of the Exchange Act: |
| Title of each class | | Name of each exchange on which registered |
| None | | not applicable |
Securities registered under Section 12(g) of the Exchange Act: |
| Title of each class | | |
| None | | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by checkmark 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $3,836,159.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 345,691,874 as of April 8, 2014..
Explanatory Note
The purpose of this Amendment No. 1 to E-Waste Systems, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”), as filed with the Securities and Exchange Commission on April 15, 2014, is to furnish Amended Exhibits 101 to the Form 10-K in accordance with Rule 201(c) and Rule 405 of Regulation S-T. Exhibits 101 provide the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language). This Amendment No. 1 to the Form 10-K also updates the Exhibit Index to reflect the furnishing of Exhibits 101.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K/A, Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.
E-WASTE SYSTEMS, INC.,
a Nevada corporation
By: /s/ Martin Nielson
Martin Nielson, Chief Executive Officer
Date: April 21, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature and Title | | Date |
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/s/ Martin Nielson | | April 21, 2014 |
Martin Nielson, Chief Executive Officer, Director (Principal Executive Officer) | | |
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E-WASTE SYSTEMS, INC.
EXHIBIT INDEX
TO
2013 ANNUAL REPORT ON FORM 10-K/A
Exhibit Number | | Description | | Incorporated by Reference to: | | Filed Herewith |
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| 3.2 | | Articles of Amendment to the Restated Articles of Incorporation of E-Waste Systems, Inc. | | Exhibit 3.1 of the Company’s Form 8-K dated January 25, 2013. | | |
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| 3.3 | | By-laws of E-Waste Systems, Inc., as amended | | Exhibit 3.2 of the Company’s Form S-1 filed on April 1, 2010 | | |
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| 20.1 | | Modified Business Plan Summary of E-Waste Systems, Inc. | | Exhibit 20.1 of the Company’s Form 8K Report dated January 19, 2013 | | |
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| 31.1 * | | Certificate of Martin Nielson, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | |
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| 31.2 * | | Certificate of Martin Nielson, Chief Finance Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | |
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| 32.1 * | | Certificate of Martin Nielson, Chief Executive Officer, and Martin Nielson, Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | |
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101.INS † | | XBRL Instance Document | | | | X |
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101.SCH † | | XBRL Taxonomy Extension Schema Document | | | | X |
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101.CAL † | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | X |
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101.DEF † | | XBRL Taxonomy Extension Definition Linkbase Document | | | | X |
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101.LAB † | | XBRL Extension Labels Linkbase Document | | | | X |
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101.PRE † | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | X |
| * | Filed as an exhibit to the original Form 10-K for the year ended December 31, 2013, filed April 15, 2013. |
| † | In accordance with SEC rules, this interactive data file is deemed “furnished” and not “filed” for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under those sections or acts. |
