E-Waste Systems (EWSI) 10-Q 14 Nov 14 2014 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 06, 2014
Document And Entity Information	'	'
Entity Registrant Name	'EWaste Systems, Inc.	'
Entity Central Index Key	'0001488309	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	9,759,856
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2014	'

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2014	Dec. 31, 2013
CURRENT ASSETS:	'	'
Cash and cash equivalents	$14,419	$145,778
Restricted cash held in escrow	140,000	140,000
Accounts receivable, net	172,279	63,217
Related parties receivable	'	1,052
Inventory	3,315	5,752
Deferred financing costs	25,956	'
Other current assets	112,829	3,833
Total Current Assets	468,798	359,632
Property and equipment, net	254,103	181,720
Security deposits	107,737	3,270
Intangible assets	259,230	324,011
Investments	285,573	285,573
TOTAL ASSETS	1,375,441	1,154,206
CURRENT LIABILITIES:	'	'
Accounts payable and accrued expenses	919,247	479,884
Accrued expenses, related party	993,672	1,320,918
Due to related parties	31,610	'
Due to others	12,965	'
Payroll and related liabilities	21,745	'
Deferred rent	6,681	'
Deferred revenue	111,562	'
Short-term notes payable	208,563	194,460
Short-term related party convertible notes payable, net	6,000	12,000
Short-term convertible notes payable, net	2,091,152	1,139,897
Derivative liability on short-term convertible notes payable	1,792,524	465,880
Total Current Liabilities	6,195,721	3,613,039
Long term portion of notes payable	17,512	85,908
Long term portion of convertible notes payable, net	636,697	251,406
Long-term portion of derivative liabilities	290,188	'
TOTAL LIABILITIES	7,140,118	3,950,353
STOCKHOLDERS' DEFICIT	'	'
Preferred stock, Series A, $0.001 par value, 200,000 shares authorized; 5,516 and 1,903 shares issued and outstanding, respectively	6	2
Preferred stock, Series B, $0.001 par value, 500,000 shares authorized; 487,500 and 195,000 shares issued and outstanding, respectively	487	195
Common stock, $0.001 par value, 6,000,000,000 shares authorized; 1,107,817,477 and 262,734,973 shares issued and outstanding, respectively	1,107,818	262,735
Additional paid-in capital	12,875,909	7,154,225
Accumulated deficit	-19,748,897	-10,213,304
TOTAL STOCKHOLDERS' DEFICIT	-5,764,677	-2,796,147
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$1,375,441	$1,154,206

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Stockholders' Equity (Deficiency)	'	'
Preferred stock Series A, par value	$0.00	$0.00
Preferred stock Series A, shares authorized	200,000	200,000
Preferred stock Series A, shares issued	5,516	1,903
Preferred stock Series A, shares outstanding	5,516	1,903
Preferred stock Series B, par value	$0.00	$0.00
Preferred stock Series B, shares authorized	500,000	500,000
Preferred stock Series B, shares issued	487,500	195,000
Preferred stock Series B, shares outstanding	487,500	195,000
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	6,000,000,000	6,000,000,000
Common stock, shares issued	1,107,817,477	262,734,973
Common stock, shares outstanding	1,107,817,477	262,734,973

UNAUDITED_CONDENSED_CONSOLIDAT

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
NET REVENUES:	'	'	'	'
Product sales revenue	$227,978	$106,041	$675,627	$274,415
Service revenue	97,923	71,483	704,556	160,121
TOTAL REVENUES	325,901	177,524	1,380,183	434,536
Cost of sales	110,398	105,755	906,437	249,639
GROSS PROFIT	215,503	71,769	473,746	184,897
OPERATING EXPENSES	'	'	'	'
Officer and director compensation	-139,094	313,590	42,976	538,107
Professional fees	171,538	1,532,155	4,097,376	2,071,249
Financing costs	49,369	'	262,229	'
Stock based compensation	31,650	'	1,658,442	'
Impairment in available for sale securities	'	715,000	'	1,445,000
General and administrative expenses	525,030	101,107	1,775,299	345,135
TOTAL OPERATING EXPENSES	638,493	2,661,852	7,836,322	4,399,491
LOSS FROM OPERATIONS	-422,990	-2,590,083	-7,362,576	-4,214,594
OTHER INCOME (EXPENSE)	'	'	'	'
Interest expense, net	-116,575	-78,651	-470,929	-247,679
Change in derivative liability	336,949	-288,319	-1,616,831	-245,245
Gain (loss) on conversion of notes payable	225	'	-3,434	'
TOTAL OTHER INCOME (EXPENSE)	220,599	-366,970	-2,091,194	-492,924
NET LOSS FROM CONTINUING OPERATIONS	-202,391	-2,957,053	-9,453,770	-4,707,518
Loss (Income) from Discontinued Operations, net of Income Taxes	6,275	-3,500	-81,823	143
NET LOSS	($196,116)	($2,960,553)	($9,535,593)	($4,707,375)
NET LOSS PER COMMON SHARE:	'	'	'	'
Basic and Diluted Loss per Share from Continuing Operations	$0	($0.01)	($0.02)	($0.03)
Basic and Diluted Loss per Share from Discontinued Operations	$0	$0	$0	$0
NET LOSS PER SHARE - BASIC AND DILUTED	$0	($0.01)	($0.02)	($0.03)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:	'	'	'	'
Basic and diluted	587,232,178	228,588,198	426,339,609	166,317,420

UNAUDITED_CONDENSED_CONSOLIDAT1

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'
Net loss from continuing operations	($9,453,770)	($4,707,518)
Adjustment to reconcile net loss to net cash used in operating activities:	'	'
Bad debt provision	2,036	'
Amortization of deferred financing costs	34,544	'
Depreciation expense	48,278	0
Amortization of intangible assets	64,781	'
Origination interest charge	88,500	'
Convertible notes payable executed for services	191,140	'
Amortization of debt discount	149,005	'
Origination interest on derivative liability	'	'
Change in derivative liability	1,616,832	'
Common stock issued for services	871,345	'
Stock based compensation	1,658,442	'
Loss on conversion of debt	3,659	'
Preferred stock issued for services	2,817,100	'
Gain on settlement of debt	51,685	'
Write off of former officer and director accrued compensation	566,825	'
Impairment on available for sale securities	'	1,445,000
Contributed capital	'	'
Changes in operating assets and liabilities:	'	'
Accounts receivable, net	-111,098	'
License fees receivable	'	'
Related parties receivable	1,052	'
Inventory	2,437	'
Other current assets	1,004	'
Accounts payable and accrued expenses	533,609	'
Accrued expenses, related parties	-570,059	'
Payroll and related liabilities	21,745	'
Deferred revenue	111,562	'
Deferred rent	6,681	'
NET CASH (USED IN) PROVIDED BY CONTINUING OPERATING ACTIVITIES	-1,292,665	'
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATING ACTIVITIES	-81,823	'
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	-1,374,488	'
CASH FLOWS FROM INVESTING ACTIVITIES:	'	'
Cash acquired with purchase of subsidiary	'	'
Purchase of equipment	-120,661	'
Payments towards security deposits	-104,467	'
Payments towards intangible assets	'	'
NET CASH USED IN CONTINUING INVESTING ACTIVITIES	-225,128	'
NET CASH USED IN INVESTING ACTIVITIES	-225,128	'
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'
Proceeds from convertible notes payable	1,358,475	'
Principal payments towards convertible notes payable	-27,500	'
Principal payments towards notes payable	-54,293	'
Principal payments towards convertible notes payable, related parties	-6,000	'
Advances from related parties	31,610	'
Advances from others	12,965	'
Issuance of common stock for cash	153,000	'
NET CASH PROVIDED BY CONTINUING FINANCING ACTIVITIES	1,468,257	'
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,468,257	'
Effects of exchange rates on cash	'	'
Net (decrease) increase in cash and cash equivalents	-131,359	'
Cash and cash equivalents, beginning of period	145,778	'
Cash and cash equivalents, end of period	14,419	'
SUPPLEMENTAL CASH FLOW INFORMATION:	'	'
Cash paid for interest	70,999	'
Cash paid for taxes	'	'
NON-CASH ACTIVITIES:	'	'
Deferred financing costs associated with convertible notes payable issuances	60,500	'
Conversions of convertible notes payable and accrued interest into shares of common stock	661,237	'
Preferred stock issued for cost method investment	'	'
Common stock issued for cost method investment	'	'
Issuance of common stock as payment towards accrued expenses	27,838	'
Conversion of preferred Series A stock into common stock	34,335	'
Issuance of preferred Series A stock for payment of accrued expenses, related parties	300,169	'
Issuance of preferred Series A stock for payment of accounts payable and accrued expenses	50,428	'
Issuance of preferred Series B stock for payment of accrued expenses, related parties	'	'
Accrued interest added to principal in connection with assignments of convertible notes payable between third parties	3,913	'
Monies due from convertible notes payable	110,000	'
Issuance of common stock as payment towards accrued expenses, related parties	23,550	'
Retirement of common stock	2,494	'
Debt discounts on convertible notes payable	'	'
Intangible assets from investment in Surf	'	'
Convertible notes payable executed for accounts payable and accrued expenses	'	'
As Restated	'	'
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'
Net loss from continuing operations	'	-4,707,518
Adjustment to reconcile net loss to net cash used in operating activities:	'	'
Bad debt provision	'	2,700
Amortization of deferred financing costs	'	158,843
Depreciation expense	'	'
Amortization of intangible assets	'	21,594
Origination interest charge	'	'
Convertible notes payable executed for services	'	117,940
Amortization of debt discount	'	'
Origination interest on derivative liability	'	10,556
Change in derivative liability	'	245,245
Common stock issued for services	'	2,104,255
Loss on conversion of debt	'	43,970
Preferred stock issued for services	'	'
Gain on settlement of debt	'	'
Write off of former officer and director accrued compensation	'	'
Impairment on available for sale securities	'	1,445,000
Contributed capital	'	95,420
Changes in operating assets and liabilities:	'	'
Accounts receivable, net	'	-49,831
License fees receivable	'	'
Related parties receivable	'	-750
Inventory	'	-6,520
Other current assets	'	'
Accounts payable and accrued expenses	'	309,735
Accrued expenses, related parties	'	322,271
Payroll and related liabilities	'	'
Deferred revenue	'	2,046
Deferred rent	'	'
NET CASH (USED IN) PROVIDED BY CONTINUING OPERATING ACTIVITIES	'	114,956
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATING ACTIVITIES	'	143
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	'	115,099
CASH FLOWS FROM INVESTING ACTIVITIES:	'	'
Cash acquired with purchase of subsidiary	'	'
Purchase of equipment	'	'
Payments towards security deposits	'	-1,589
Payments towards intangible assets	'	-247,153
NET CASH USED IN CONTINUING INVESTING ACTIVITIES	'	-248,742
NET CASH USED IN INVESTING ACTIVITIES	'	-248,742
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'
Proceeds from convertible notes payable	'	178,750
Principal payments towards convertible notes payable	'	'
Principal payments towards notes payable	'	'
Principal payments towards convertible notes payable, related parties	'	'
Advances from related parties	'	'
Advances from others	'	'
Issuance of common stock for cash	'	'
NET CASH PROVIDED BY CONTINUING FINANCING ACTIVITIES	'	178,750
NET CASH PROVIDED BY FINANCING ACTIVITIES	'	178,750
Effects of exchange rates on cash	'	'
Net (decrease) increase in cash and cash equivalents	'	45,107
Cash and cash equivalents, beginning of period	'	139
Cash and cash equivalents, end of period	'	45,246
SUPPLEMENTAL CASH FLOW INFORMATION:	'	'
Cash paid for interest	'	'
Cash paid for taxes	'	'
NON-CASH ACTIVITIES:	'	'
Deferred financing costs associated with convertible notes payable issuances	'	'
Conversions of convertible notes payable and accrued interest into shares of common stock	'	120,723
Preferred stock issued for cost method investment	'	27,273
Common stock issued for cost method investment	'	258,300
Issuance of common stock as payment towards accrued expenses	'	'
Conversion of preferred Series A stock into common stock	'	'
Issuance of preferred Series A stock for payment of accrued expenses, related parties	'	'
Issuance of preferred Series A stock for payment of accounts payable and accrued expenses	'	'
Issuance of preferred Series B stock for payment of accrued expenses, related parties	'	195,000
Accrued interest added to principal in connection with assignments of convertible notes payable between third parties	'	'
Monies due from convertible notes payable	'	'
Issuance of common stock as payment towards accrued expenses, related parties	'	106,473
Retirement of common stock	'	'
Debt discounts on convertible notes payable	'	419,550
Intangible assets from investment in Surf	'	120,046
Convertible notes payable executed for accounts payable and accrued expenses	'	$112,284

Note_1_BACKGROUND_INFORMATION

Note 1 - BACKGROUND INFORMATION	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 1 - BACKGROUND INFORMATION	'
	Organization and Business
	We were incorporated on December 19, 2008 in the State of Nevada.  Our wholly owned subsidiary, E-Waste Systems (UK) Ltd. was founded in January 2011 for the purpose of implementing our business strategy. We acquired all of the issued and outstanding capital stock of EWSO on October 14, 2011. On September 20, 2012, certain of the assets and business of EWSO were physically transferred to Two Fat Greek, LLC, and thereafter certain acquisitions and strategic transactions were concluded as set out herein.
	Surf Investments, Ltd. (Surf)
	On June 25, 2013, the Company entered into a binding agreement to acquire 100% of the shares of Surf Investments, Ltd, ("Surf") a California company in the mobile computing and e-waste recycling business. The Company acquired Surf because of it e-waste certifications in the state of California and the access to customers that will benefit the Company in expanding its sales and services. Consideration paid was the assumption of liabilities of $222,928 and the issuance of 223 shares of Series A Preferred Stock valued at $27,256 for a total consideration of $250,184. Fair values of assets and liabilities acquired are estimates of management.
	E-Waste Systems Cincinnati Inc. (EWS-C)
	E-Waste Systems Cincinnati Inc. (EWS-C) was formed as a wholly owned subsidiary on November 16, 2013 to acquire certain debt from Fifth Third Bank secured by the assets of WWS Associates d/b/a 2TRG.  The transaction for the purchase of the debt was concluded in December of 2013. Subsequent to the acquisition of the debt, the obligors surrendered the collateral to the Company and EWS-C began operations with operations in Ohio and New York.

Note_2_GOING_CONCERN

Note 2 - GOING CONCERN	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 2 - GOING CONCERN	'
	The Company’s condensed consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred net losses of $9,535,593 and $4,707,375 during the nine months ended September 30, 2014 and 2013, respectively. Cash on hand will not be sufficient to cover debt repayments scheduled as of September 30, 2014, and operating expenses and capital expenditure requirements for at least twelve months from the consolidated balance sheet date. As of September 30, 2014 and December 31, 2013, the Company had working capital deficits of $5,726,923 and $3,253,407, respectively. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to seek equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
	The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note_3_RESTATEMENT

Note 3 - RESTATEMENT	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 3 - RESTATEMENT	'
	On March 26, 2013, EWSI entered into a set of agreements with XuFu (Shanghai) Co, Ltd, (“XuFu”) a company incorporated in the People’s Republic of China (“PRC”) and formerly known as Yazhuo.  The interests in XuFu were initially consolidated on the Company’s interim financial statements as a Variable Interest Entity (“VIE”) as of March 31, 2013, June 30, 2013 and September 30, 2013.  Upon further analysis, prior to filing its 10-K for the year ended December 31, 2013, the Company concluded that consolidation was not proper. The VIE agreements and all corresponding Lease and Operating Agreements and Management Agreements were terminated by action of the Board of Directors.  Discussions with potential targets to the extent deemed prudent by management are on-going and new agreements will be executed as and when deemed to be in the best interest of the Company. Accordingly, the Company has not consolidated Xufu in the quarterly statements for the nine months ended September 30, 2014 and 2013.
	The following represents the changes to the restated consolidated financial statements as of and for the nine months ended September 30, 2014:
	Condensed Consolidated Balance Sheets
	(Unaudited)
			Restated			Amended
			30-Sep-13			30-Sep-13			Differences
	ASSETS
	Current Assets
	Cash		$	45,246		$	44,988		$	258
	Accounts receivable			47,131			2,645,213			(2,598,082	)
	Related parties receivable			750			-			750
	Inventory			6,520			536,984			(530,464	)
	Other current assets			-			1,009			(1,009	)
	Marketable securities, available-for-sale			-			1,595,000			(1,595,000	)
	Total Current Assets			99,647			4,823,194			(4,723,547	)
	License fees receivables			-			375,000			(375,000	)
	Security deposits			1,589			-			1,589
	Intangible assets, net			345,605			345,605			-
	Investments			285,573			285,573			-
	Other assets			-			1,942			(1,942	)
	Total Assets		$	732,414		$	5,831,314		$	(5,098,900	)
	LIABILITIES AND STOCKHOLDERS' DEFICIENCY
	Current Liabilities
	Accounts payable and accrued expenses		$	448,493		$	2,153,861		$	(1,705,368	)
	Accounts payable - related party			1,228,738			1,216,222			12,516
	Checks in excess of bank			-			1,258,168			(1,258,168	)
	Deferred revenue			2,046			-			2,046
	Short-term notes payable			137,500			360,428			(222,928	)
	Short-term related party convertible notes payable, net			12,000			12,000			-
	Short-term convertible notes payable, net			35,177			35,197			(20	)
	Derivative liability on short-term convertible notes payable			306,790			245,008			61,782
	Total Current Liabilities			2,170,744			5,280,884			(3,110,140	)
	Long-Term Liabilities
	Long-term convertible notes payable, net			230,944			166,925			64,019
	Total Long-Term Liabilities			230,944			166,925			64,019
	Total Liabilities			2,401,688			5,447,809			(3,046,121	)
	Stockholders' Deficiency
	Preferred Series A stock, $0.001 par value; 9,500,000 shares authorized, 1,903 and 0 shares issued and outstanding, respectively			2			2			-
	Preferred Series B stock, $0.001 par value; 500,000 shares authorized, 195,000 and 0 shares issued and outstanding, respectively			195			195			-
	Common stock, $0.001 par value; 490,000,000 shares authorized, 232,560,140 and 106,504,926 shares issued and outstanding, respectively			232,560			242,782			(10,222	)
	Additional paid-in capital			5,840,314			5,634,977			205,337
	Accumulated other comprehensive income			-			705			(705	)
	Accumulated deficit			(7,742,345	)		(5,495,156	)		(2,247,189	)
	Total Stockholders' Deficiency			(1,669,274	)		383,505			(2,052,779	)
	Total Liabilities and Stockholders' Deficiency		$	732,414		$	5,831,314		$	(5,098,900	)
	The accompanying notes are an integral part of these condensed consolidated financial statements
	Condensed Consolidated Statements of Operations
	(Unaudited)
		For the Three Months Ended										For the Nine Months Ended
		Restated				Amended						Restated			Amended
		30-Sep-13				30-Sep-13			Differences			30-Sep-13			30-Sep-13			Differences
	Product sales revenue		$	106,041		$	2,076,130		$	(1,970,089	)	$	274,415		$	3,753,818		$	(3,479,403	)
	Service revenue			71,483			3,254,310			(3,182,827	)		160,121			4,017,934			(3,857,813	)
	Revenues from license fees			-			-			-			-			525,000			(525,000	)
	Total Revenues			177,524			5,330,440			(5,152,916	)		434,536			8,296,752			(7,862,216	)
	Cost of goods sold			105,755			3,999,856			(3,894,101	)		249,639			6,536,621			(6,286,982	)
	Gross Margin			71,769			1,330,584			(1,258,815	)		184,897			1,760,131			(1,575,234	)
	Operating Expenses
	Officer and director compensation			313,590			317,709			(4,119	)		538,107			556,340			(18,233	)
	Professional fees			1,532,155			1,958,179			(426,024	)		2,071,249			2,542,605			(471,356	)
	Impairment in available for sale securities			715,000			-			715,000			1,445,000			-			1,445,000
	General and administrative			101,107			665,833			(564,726	)		345,135			747,918			(402,783	)
	Total Operating Expenses			2,661,852			2,941,721			(279,869	)		4,399,491			3,846,863			552,628
Loss from Operations			(2,590,083	)		(1,611,137	)		(978,946	)		(4,214,594	)		(2,086,732	)		(2,127,862	)
Other Income/(Expenses)
Interest expense			(78,651	)		(599,712	)		521,061			(247,679	)		(816,060	)		568,381
Gain (loss) on derivative liability			(288,319	)		386,522			(674,841	)		(245,245	)		438,990			(684,235	)
Foreign currency transaction gain			-			-									5,149			(5,149	)
Total Other Income/(Expenses)			(366,970	)		(213,190	)		(153,780	)		(492,924	)		(371,921	)		(121,003	)
Loss from Operations before Income Taxes			(2,957,053	)		(1,824,327	)		(1,132,726	)		(4,707,518	)		(2,458,653	)		(2,248,865	)
Provision for Income Taxes			-			-			-			-			-			-
Net Loss from Continuing Operations			(2,957,053	)		(1,824,327	)		(1,132,726	)		(4,707,518	)		(2,458,653	)		(2,248,865	)
Loss from Discontinued Operations, net of Income Taxes			(3,500	)		-			(3,500	)		143			-			143
Net Loss		$	(2,960,553	)	$	(1,824,327	)	$	(1,136,226	)	$	(4,707,375	)	$	(2,458,653	)	$	(2,248,722	)
Other Comprehensive Income
Foreign currency translation adjustments			-			191			(191	)		-			705			(705	)
Total Other Comprehensive Income		$	(2,960,553	)	$	(1,824,136	)	$	(1,136,417	)	$	(4,707,375	)	$	(2,457,948	)	$	(2,249,427	)
Basic and Diluted Loss per Share from Continuing Operations		$	(0.01	)	$	(0.01	)	$	0		$	(0.03	)	$	(0.01	)	$	(0.02	)
Basic and Diluted loss per Share from Discontinued Operations		$	0		$	0		$	0		$	0		$	0		$	0
Net loss per share - Basic and Diluted		$	(0.01	)	$	(0.01	)	$	0		$	(0.03	)	$	(0.01	)	$	(0.02	)
Weighted average number of shares outstanding during the period - Basic and Diluted			228,588,198			218,801,511			9,786,687			166,317,420			170,554,213			(4,236,793	)
The accompanying notes are an integral part of these condensed consolidated financial statements
Condensed Consolidated Statements of Cash Flows
(Unaudited)
		Restated			Amended
		30-Sep-13			30-Sep-13			Differences
Cash Flows From Operating Activities:
Net Loss		$	(4,707,518	)	$	(2,458,653	)	$	(2,248,865	)
Adjustments to reconcile net loss to net cash used in operations
Currency translation gain			-			(5,149	)		5,149
Amortization of debt discounts			158,843			128,578			30,265
Origination interest on derivative liability			10,556			553,176			(542,620	)
Change in derivative liability			245,245			(438,990	)		684,235
Debt issued for services			-			17,417			(17,417	)
Common stock issued for services			2,104,255			2,143,125			(38,870	)
Bad debt provision			2,700			-			2,700
Contributed capital			95,420			-			95,420
Convertible notes payable executed for services			117,940			-			117,940
Loss on conversion of debt			43,970			-			43,970
Impairment in available for sale securities			1,445,000			-			1,445,000
Amortization expense			21,594			21,593			1
Provision for allowance on A/R			-			(28,177	)		28,177
Changes in operating assets and liabilities:
(Increase)/Decrease in accounts and other receivables			(49,831	)		(2,559,198	)		2,509,367
(Increase)/Decrease in related parties receivable			(750	)		-			(750	)
(Increase)/Decrease in other current assets			-			1,028			(1,028	)
(Increase)/Decrease in inventory			(6,520	)		(531,320	)		524,800
(Increase)/Decrease in license fees receivable			-			(525,000	)		525,000
Increase/(Decrease) in accounts payable and accrued expenses			309,735			1,955,440			(1,645,705	)
Increase/(Decrease) in accrued expenses - related party			322,271			281,487			40,784
Increase/(Decrease) in checks in excess of bank			-			1,247,242			(1,247,242	)
Increase/(Decrease) in deferred revenue			2,046			-			2,046
Net Cash Used In Continuing Operating Activities			114,956			(197,401	)		312,357
Net Cash Provided by Discontinued Operating Activities			143			-			143
Net Cash Used in Operating Activities			115,099			(197,401	)		312,500
Cash Flows From Investing Activities:
Payments towards security deposits			(1,589	)		-			(1,589	)
Cash acquired with purchase of subsidiary			-			42,549			(42,549	)
Payments towards intangible assets			(247,153	)		-			(247,153	)
Net Cash Used In Continuing Investing Activities			(248,742	)		42,549			(291,291	)
Net Cash Used In Discontinued Investing Activities			-			-			-
Net Cash Used In Investing Activities			(248,742	)		42,549			(291,291	)
Cash Flows From Financing Activities:
Proceeds from notes payable			178,750			187,500			(8,750	)
Expenses paid on behalf of Company			-			11,977			(11,977	)
Net Cash Provided by Continuing Financing Activities			178,750			199,477			(20,727	)
Net Cash Provided by Discontinued Financing Activities			-			-			-
Net Cash Provided by Financing Activities			178,750			199,477			(20,727	)
Effects of exchange rates on cash			-			224			(224	)
Net Increase / (Decrease) in Cash			45,107			44,849			258
Cash at Beginning of Period			139			139			-
Cash at End of Period		$	45,246		$	44,988		$	258
Supplemental disclosure of cash flow information:
Cash paid for interest		$	-		$	-		$	-
Cash paid for taxes		$	-		$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Debt discounts on convertible notes payable		$	419,550		$	151,026		$	268,524
Preferred stock issued for marketable securities		$	-		$	1,445,000		$	(1,445,000	)
Preferred stock issued for acquisition of subsidiary		$	-		$	27,256		$	(27,256	)
Preferred stock issued for cost method of investment		$	27,273		$	27,273		$	-
Common stock issued for cost method of investment		$	258,300		$	258,300		$	-
Common stock issued for intangible assets		$	-		$	97,014		$	(97,014	)
Preferred stock issued for conversion of debt		$	-		$	71,538		$	(71,538	)
Common stock issued for conversion of debt		$	120,723		$	342,865		$	(222,142	)
Issuance of preferred stock series B as payment towards accrued expenses, related parties		$	195,000		$	-		$	195,000
Issuance of common stock as payment towards accounts payable and accrued expenses, related parties		$	106,473		$	-		$	106,473
Convertible notes payable executed for accounts payable and accrued expenses		$	112,284		$	-		$	112,284
Intangible assets from investment in Surf		$	120,046		$	-		$	120,046
The accompanying notes are an integral part of these condensed consolidated financial statements

Note_4_SUMMARY_OF_SIGNIFICANT_

Note 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2014

Notes to Financial Statements

'

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

'

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC.  The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”).

Use of estimates

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

In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2014, and for all periods presented herein, have been made.

Beneficial Conversion Feature

Costs incurred with parties who are providing financing, which include the intrinsic value of beneficial conversion features associated with the underlying debt, are reflected as a debt discount.  These discounts are generally amortized over the life of the related debt.  In certain circumstances, the intrinsic value of the beneficial conversion feature may be greater than the proceeds associated to the convertible instrument.  In such situations, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the convertible instrument.

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”.

Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument”.

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

The Company evaluated the conversion option embedded in the Series A Preferred Stock and determined, in accordance with the provisions of these statements, that such conversion option does not meet the criteria requiring bifurcation of these instruments. The characteristics of the common stock that is issuable upon a holder’s exercise of the conversion option embedded in the convertible preferred stock are deemed to be clearly and closely related to the characteristics of the preferred shares. Additionally, the Company’s conversion options, if free standing, would not be considered derivatives subject to the accounting guidelines prescribed in accordance with professional standards.

ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could require net cash settlement, then the contract shall be classified as an asset or a liability.

Cash and Cash Equivalents

For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $14,419 and $145,778 at September 30, 2014 and December 31, 2013, respectively. See Note 6 – Restricted Cash Held in Escrow

Cash Flows Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

Commitments and Contingencies

The Company follows ASC 440, Commitments and ASC 450, Loss Contingencies, to report accounting for commitments and contingencies.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies at September 30, 2014 and 2013.

Earnings per Share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

For the nine months ended September 30, 2014 and 2013, the effect of common stock equivalents has been excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive.

The Company currently has convertible debt, warrants and preferred stock which if converted as of September 30, 2014, would have caused diluted shares totaling 27,766,004,614 in pre-reverse split shares.

At September 30, 2014, there were no stock options.

Fair Value of Financial Instruments

The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3

Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and loans payable approximate their fair values because of the short maturity of these instruments. Loans payable are recorded at their issue value.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of advances from stockholders, if any, due to their related party nature.

The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2014 and December 31, 2013, on a recurring basis:

Assets and liabilities measured at fair value on a recurring basis at September 30, 2014

Level 1

Level 2

Level 3

Total Carrying Value

Derivative liabilities

$

-

$

-

$

(2,082,712

)

$

(2,082,712

)

Assets and liabilities measured at fair value on a recurring basis at December 31, 2013

Level 1

Level 2

Level 3

Total Carrying Value

Derivative liabilities

$

-

$

-

$

(465,880

)

$

(465,880

)

Property and Equipment

Property and equipment are stated at cost. Depreciation was calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years.  Expenditures for additions and improvements were capitalized, while repairs and maintenance costs were expensed as incurred.  The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of were removed from the accounts and any gain or loss was recorded in the year of disposal.  Depreciation expense for the nine months ended September 30, 2014 and 2013 was $48,278 and $0, respectively.

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.  Related party transactions for the nine months ending September 30, 2014 and 2013 are reflected in Note 9.

Stock Based Compensation

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees.  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Under our stock compensation plan (the “Stock Plan”) which is registered under Form S8, or through newly issued restricted common stock, we pay qualified contractors and advisors common shares in lieu of compensation for services provided including business development, management, technology development, consulting, legal services and accounting services.

Share-based expense for the nine months ended September 30, 2014 and 2013 was $1,658,442 and $0, respectively.

Reclassifications

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

Principles of Consolidation

The accompanying condensed consolidated financial statements for the nine months ended September 30, 2014, include the accounts of the Company and its wholly-owned subsidiary E-Waste Systems Cincinnati, Inc. (“EWS-C”), and Surf Investments, Ltd. (“Surf”). All significant intercompany balances and transactions have been eliminated in consolidation.

Concentration of Credit Risk

SURF

For the nine months ended September 30, 2014, Customer A accounted for 28.50% of the Surf’s net revenue and 40.48% of Surf’s total accounts receivable. Customer B accounted for approximately 25.52% of Surf’s net revenue for the nine months September 30, 2014. Customer C accounted for approximately 11.38% of the Company’s net revenue.  Customer D accounted for 18.49% of Surf’s net revenue for the nine months ended September 30 2014.

EWS-C

For the nine months ended September 30, 2014, Customer A accounted for 60.00% of EWS-C’s net revenue and 50.71% of EWS-C’s total accounts receivable.  Customer B accounted for approximately 21.04% of EWS-C’s net revenue.  Customer C accounted for approximately 11.31% of EWS-C’s accounts receivable for the nine months ended September 30, 2014.

Accounts Receivable

Trade accounts receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivables are included in net cash provided by operating activities in the consolidated cash flow statements. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers a number of factors, including historical losses, current receivables aging reports, the counter party’s current ability to pay its obligation to the Company, and existing industry. The Company reviews its allowances every month. Past due invoices over 90 days that exceed a specific amount are reviewed individually for collectability. During the nine months ended September 30, 2014 and the year ended  December 31, 2013, allowance for doubtful accounts was $0 and $2,700, respectively. The Company does not have any off-balance sheet exposure related to its customers.

Inventory

Inventory is valued at the lower of cost (on a first-in, first-out (FIFO) basis) or market. The Company purchases its inventory direct from the manufacturer and includes these costs in its Cost of Sales as well as its packaging supplies, shipping, freight and duties costs. The Company evaluates inventory for items that have become obsolete. An allowance for obsolescence is established for items that are deemed not able to be sold. Currently, there are no obsolete inventory items.

Revenue Recognition

The Company applies the provisions of ASC 605, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue related to goods and services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

Revenue from Sales of Brand Licenses

During the year, the Company sold brand licenses to customers which allow the promotion of business under the E-Waste Systems brand names in selected jurisdictions. The license agreements call for an initial payment plus a percentage of revenues generated under the brand during term of the license agreement. The initial fees are booked to revenues of the Company in the period first sold. License fees earned from subsequent revenues of the licensee company are only booked later after periodic reviews.  The Company will recognize the licensing revenue when collected or when collectability is probable.

Segment Reporting

The Company generates  revenues from the following sources: (1) licensing of technology and management services in electronic waste disposal, development of ePlants and similar processes for electronic waste disposal systems in return for license, consulting and management fees; (2) operation of strategic business development projects and market development projects through the eVolve divisions for which the Company obtains sales revenues and incurs day to day operational expenses including the cost of leases incurred through the activities, and (3) repair refurbishing and recycling of electronics for which the Company receives revenues from disposal contracts, and fees for disposal plus revenues from the sale of reclaimed components or reclaimed materials such a gold, platinum and other precious metals obtained through recycling processes and incurs costs associated recycling activities.

Marketable Securities

The Company reports its investments in marketable securities under the provisions of ASC 320, Investments in Debt and Equity Securities. All the Company’s marketable securities are classified as “available for sale” securities, as the market value of the securities are readily determinable and the Company’s intention upon obtaining the securities was neither to sell them in the short term nor to hold them to maturity. Pursuant to ASC 320, securities which are classified as “available for sale” are recorded on the Company’s consolidated balance sheet at fair market value, with the resulting unrealized holding gains and losses excluded from earnings and reported as other comprehensive income until realized.

The Company evaluates securities for other-than-temporary impairment at least on a yearly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to the length of time and amount of the loss relative to cost, the nature and financial condition of the issuer and the ability and intent of the Company to hold the investment for a time sufficient to allow any anticipated recovery in fair value. Pursuant to ASC 320-5, other than temporary impairment losses are recorded as impairment expense in the statement of operations during the period in which the impairment is determined.  The Company did not record an impairment expense for the nine months ended September 30, 2014.

Intangible Assets

Intangible assets are recorded at the costs associated with the asset. These assets are then amortized using the straight-line method over the remaining useful economic life of each asset type. At each consolidated balance sheet date, the unamortized capitalized cost of the each intangible asset will be compared to the net realizable value of that asset. If the unamortized capitalized cost exceeds the net realizable value, then the difference will be written down to the net realizable value. Intangible assets consist of customer lists and certification.  Amortization of intangible assets for the nine months ended September 30, 2014 was $64,781. The Company did not record an impairment expense as of September 30, 2014.

Cost Method Investments

Cost method investments are recorded at the costs associated with the investments in accordance with ASC 325-20. The costs are valued at the most readily available source of value with the various aspects of the transaction.  The investments are presented at the cost.  No returns are recorded on the investments unless dividends are received.

Capitalized Software Development Costs

The Company applies the provisions of ASC 985-20, which provides guidance on the recognition, presentation and disclosure of software development costs in financial statements. The costs associated with developing the software is capitalized and will be amortized using the straight-line method over the economic life of the software. At each consolidated balance sheet date, the unamortized capitalized cost of the software product will be compared to the net realizable value of that product. If the unamortized capitalized cost exceeds the net realizable value, then the difference will be written down to the net realizable value.

Long-Lived Assets

Long-lived assets include equipment and intangible assets other than those with indefinite lives. We assess the carrying value of our long-lived asset groups when indicators of impairment exist and recognize an impairment loss when the carrying amount of a long-lived asset is not recoverable from the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value.

Property and equipment are recorded at historical cost less accumulated depreciation, unless impaired. Depreciation is charged to operations over the estimated useful lives of the assets using the straight-line. Upon retirement or sale, the historical cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. Expenditures for repairs and maintenance are charged to expense as incurred.  Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows:

Automobiles and Equipment

5 years

Computer Software

3 years

Leasehold Improvements

3 years

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. ASC 350-30-35-4 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit.

Foreign Currency

Monetary assets and liabilities of the Company's foreign operations are translated into U.S. dollars at period-end exchange rates.  Non-monetary assets and liabilities are translated at historical rates. Net exchange gains or losses resulting from such translation are excluded from net loss but are included in comprehensive income and accumulated in a separate component of stockholders' equity. Income and expenses are translated at weighted average exchange rates for the period. Foreign currency transactions denominated in a currency other than the US Dollar, which is the Company’s functional currency, are included in determining net income for the period.

Accumulated Other Comprehensive Loss

Comprehensive loss includes net loss as currently reported under U.S. GAAP and other comprehensive loss. Other comprehensive loss considers the effects of additional economic events, such as foreign currency translation adjustments, that are not required to be recorded in determining net loss, but rather are reported as a separate component of stockholders’ deficit.

Stock-Based Compensation

Under our stock compensation plan (the “Stock Plan”) which is registered under Form S8, or through newly issued restricted common stock, we pay qualified contractors and advisors common shares in lieu of compensation for services provided including business development, management, technology development, consulting, legal services and accounting services.

Income Taxes

Deferred income tax assets as of September 30, 2014, of $1,112 resulting from net operating losses and future amortization deductions, have been fully offset by valuation allowances.  The valuation allowances have been established equal to the full amounts of the deferred tax assets, as the Company is not assured that it is more likely than not that these benefits will be realized.

Reconciliation between the statutory United States corporate income tax rate (35%) and the effective income tax rates based on continuing operations is as follows:

As of  September 30,

2014

2013

Income tax benefit at Federal statutory rate of 44%

$

(3,039,538

)

$

(556,480

)

State Income tax benefit, net of Federal effect

(842,146

)

(154,180

)

Permanent and other differences

-

-

Change in valuation allowance

3,881,684

710,660

Total

$

-

$

-

Components of deferred tax assets were approximately as follows:

As of September 30,

2014

2013

Fixed assets

$

219

$

-

Allowance for doubtful accounts

893

1,184

Valuation allowance

(1,112

)

(1,184

)

Total

$

-

$

-

At September 30, 2014, the Company has available net operating losses of approximately $6,919,000 which may be carried forward to apply against future taxable income. These losses will expire in 2032. Deferred tax assets related to these losses have not been recorded due to uncertainty regarding their utilization.

The provisions of ASC 740 require companies to recognize in their condensed consolidated financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the condensed consolidated financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.

Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s condensed consolidated financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense.

The Company has not filed its applicable Federal and State tax returns for the year ended December 31, 2012 and may be subject to penalties for noncompliance. The Company has filed an extension for the 2013 filings.

Recently Issued Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the impact of adopting this guidance.

In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2014 and the Company will continue to assess the impact on its consolidated financial statements.

Note_5_DISCONTINUED_OPERATIONS

Note 5 - DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 5 - DISCONTINUED OPERATIONS	'
	Disposition of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.)
	On September 20, 2012, the Company’s wholly owned subsidiary, E-Waste Systems (Ohio), Inc. completed the physical transfer of its business and its assets to a company controlled by a minority shareholder in the Company (“the purchaser”). In connection with this transfer the purchaser has agreed to assume payments on the lease on the premises at 1033 Brentnell Avenue, Columbus, Ohio, formerly held by the Company. The value of any consideration receivable arising from the sale, including any gain on disposal, has been fully impaired as its collection is uncertain.  Accordingly, all activity related to the disposal of the assets of our Ohio business has been classified as discontinued operations.

Note_6_RESTRICTED_CASH_HELD_IN

Note 6 - RESTRICTED CASH HELD IN ESCROW	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 6 - RESTRICTED CASH HELD IN ESCROW	'
	On November 30, 2013 the Company entered into a Credit Agreement with TCA Global Credit Master Fund (“TCA”) for a loan of up to $5,000,000 with an initial draw of $1,000,000. At the initial funding of the first $1,000,000 on the TCA revolving credit facility, TCA held in reserve/escrow $140,000 pending completion of several post-closing matters.  Those funds have not yet been released.
	As of September 30, 2014, the Company had a balance of $140,000 in escrow.

Note_7_DEFERRED_FINANCING_COST

Note 7 - DEFERRED FINANCING COSTS	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 7 - DEFERRED FINANCING COSTS	'
	During the period ended September 30, 2014, the Company incurred financing costs in connection with the issuance of various convertible promissory notes totaling $54,000.  The costs are being amortized over the term of their respective convertible promissory notes on the straight-line method, which approximates the interest rate method.  As of September 30, 2014, the Company amortized $34,544 of financing costs resulting in a balance of $25,956.

Note_8_PROPERTY_AND_EQUIPMENT

Note 8 - PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 8 - PROPERTY AND EQUIPMENT	'
	Property and equipment consisted of the following as of September 30, 2014 and December 31, 2013:
		September 30,			December 31,
		2014			2013
	Equipment	$	187,384		$	165,518
	Automobiles		20,926			20,926
	Computer Software		9,858			-
	Leasehold Improvements		88,937				-
	Less:  accumulated depreciation		(53,002	)		-4,724
	Property and Equipment, Net	$	254,103		$	181,720
	Depreciation expense for the nine months ended September 30, 2014 and 2013 was $48,278 and $0, respectively.

Note_9_RELATED_PARTY_TRANSACTI

Note 9 - RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 9 - RELATED PARTY TRANSACTIONS	'
	Transactions Involving Non-Officers and Directors
	Effective October 28, 2011 the Company received $12,000 in cash from a related party in exchange for a convertible note payable. The note accrues interest at 12% and is due twelve months from the date of origination or October 28, 2012. The principal balance of the note along with accrued interest is convertible at any time, at the option of the note holder, into the Company's common stock on or before the maturity date at a price of $0.25 per share. The Company recognized $769 and $1,077 of interest expense on the related party convertible note payable leaving a balance in accrued interest of $3,906 and $2,774 as of September 30, 2014 and 2013, respectively. The note has been extended and has a maturity date of November 22, 2014. On April 28, 2014, the Company paid the note holder the amount of $6,000 in cash toward the principal amount due on this note as of the date of the payment.
	On May 1, 2013, the Company issued 1,500,000 shares of common stock to an employee for past obligations due.
	At September 30, 2014, the Company had payables to related parties totaling $31,610.
	Transactions Involving Officers and Directors
	During the nine months ended September 30, 2014, the Company accrued $564,735 in officer compensation, and wrote off $566,825 in accrued compensation to former officers.  The Company also issued 1,000,000 shares of common stock valued at $23,550, and issued 292,500 shares of Series B preferred stock valued at $292,500, leaving an ending balance of $919,133 in accrued officer and director compensation at September 30, 2014.

Note_10_NOTES_AND_LOANS_PAYABL

Note 10 - NOTES AND LOANS PAYABLE	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 10 - NOTES AND LOANS PAYABLE	'
	Effective October 28, 2011, the Company received $12,000 in cash from a related party in exchange for a convertible note payable. The note accrues interest at 12% and is due twelve months from the date of origination or October 28, 2012. The principal balance of the note along with accrued interest is convertible at any time, at the option of the note holder, into the Company's common stock on or before the maturity date at a price of $0.25 per share. The balance in accrued interest is $3,806 and $2,411 as of September 30, 2014 and 2013, respectively. The note has been extended and has a maturity date of October 28, 2014.  On April 28, 2014, the Company paid the note holder the amount of $6,000 in cash toward the principal amount due on this note as of the date of the payment.
	Effective February 3, 2012, and February 21, 2012 the Company borrowed $40,000 and $35,000, respectively, from an unrelated third party entity in the form of two promissory notes. The notes bear interest at 14%, are unsecured and are due on demand. During the year ended December 31, 2013, the Company recognized $7,714 of interest expense on these notes payable leaving balances in accrued interest of $403, respectively as of December 31, 2013.  Effective April 3, 2013, the Company entered into a settlement agreement with a note holder whereby the Company would pay interest to the note holder from inception of the two notes through and including May 31, 2013. Payment of the interest due of $13,653 was made in the form of 2,185,879 shares of Rule 144 unrestricted common stock.  It was further agreed that the principal amount of the combined notes would be paid on a monthly basis in the amounts of $5,833 for the $35,000 Note, and $6,667 for the $40,000 Note. Interest will continue to accrue at the agreed upon 14% per annum on each note until the principal balance has been retired.  During the year ending December 31, 2013, the Company made three of the required aggregate monthly payments to the note holder in the form of the Company’s Unrestricted Common Stock. The aggregate payment for both notes for the month of May 2013 resulted in an issuance of 1,543,210 shares at a price per share of $0.0081. The aggregate payment for both notes for the month of June 2013 resulted in an issuance of 1,344,086 shares at a price per share of $0.0093.  The aggregate payment for both notes for the month of July 2013 resulted in an issuance of 828,912 shares at a price per share of $0.0151.  Effective November 1, 2013 the Company issued an aggregate of 1,253,117 shares of the Company’s unrestricted common stock as payment in full of the existing debt to this note holder as follows:  the Company issued 644,330 shares at a price of $0.0194 for the month of August; in addition, the Company issued 256,674 at a price of $0.0487 for the month of September and we also issued 352,113 at a price of $0.0355 for the month of October, 2013.  Upon receipt of all the shares listed in this paragraph, the note holder acknowledged that the principal amount of the note had been paid in full and requested that the interest payment in the form of stock also to be issued at this time.  As a result, the notes have been paid in full.
	Effective February 24, 2012, the Company borrowed $100,000 from an unrelated third party in the form of a Line of Credit. The funds were to support the working capital requirements of E-Waste Systems (Ohio) and specifically, the procurement of electronic waste for refurbishment or recycling. The promissory note accrues interest at 14% and is due on March 24, 2013. On April 22, 2013 the Company issued 1,029,479 shares of the Company’s common stock in payment of all interest from inception of the note through May 31, 2013. The note holder has agreed to accept no payment on the principal amount of the note for the present time, and interest will continue to accrue on the note beginning with June 1, 2013 through the time the note is completely retired. During the period ended December 31, 2013 the Company recognized $14,000 of interest expense and made no payments on this promissory note leaving a balance of $8,167 accrued interest as of December 31, 2013.  During the period ended September 30, 2014 the Company recognized $10,500 of interest expense and made no payments on this promissory note leaving a balance of $18,667 in accrued interest as of September 30, 2014.
	Effective August 27, 2012, the Company executed a convertible promissory note in the principal sum of $150,000. The consideration to be provided by the note holder is no more than $135,000. A $13,500 (10%) original issue discount (“OID”) applies to the principal sum. The note holder made payments to the Company of $25,000 and $15,000 of the total consideration during the year ended December 31, 2012, $95,000 through the year ended December 31, 2013. The principal sum due to the note holder is to be prorated based on the consideration actually paid together with the 10% original issue discount that will also be prorated based on the amount of consideration actually paid as well as any other interest or fees. The maturity date is one year from the date of each payment of consideration and is the date upon which the principal sum, as well as any unpaid interest and other fees, shall be due and payable. The OID in respect of the consideration received on the date of execution equaled $4,445 for the year ended December 31, 2012, and $10,556 for the year ended December 31, 2013.  Effective February 28, 2013, the note holder elected to convert $7,350 of the principal balance into 1,500,000 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $3,625 to interest expense.  Effective March 20, 2013, the note holder elected to convert an additional $11,466 of the principal into 1,800,000 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $5,026 to interest expense.  Effective April 16, 2013, the note holder elected to convert $9,931 of the principal balance resulting in the issuance of 2,695,650 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $3,265 to interest expense.  Effective May 6, 2013, the note holder elected to convert $8,341 of the principal balance resulting in the issuance of 2,500,000 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $4,062 to interest expense.  Effective June 13, 2013, the note holder elected to convert $8,217 of the principal balance resulting in the issuance of 2,981,397 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $168 to interest expense.  Effective August 27, 2013, the note holder elected to convert $27,778 of the principal balance resulting in the issuance of 4,700,856 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $18,418 to interest expense.  Effective January 21, 2014, the note holder elected to convert $27,778 of the principal balance resulting in the issuance of 3,055,556 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $12,406 to interest expense.  Effective February 25, 2014, the note holder elected to convert $27,778 of the principal balance resulting in the issuance of 3,055,556 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $17,199 to interest expense.  Effective March 26, 2014, the note holder elected to convert $22,222 of the principal balance resulting in the issuance of 2,444,444 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $16,377 to interest expense. The note contains a conversion feature wherein the note may be converted to shares of the Company’s common stock at a conversion price of the lesser of $0.01 or 70% of the lowest trade price in the 25 trading days prior to the conversion date. Unless otherwise agreed in writing by both parties, at no time will the holder of the note convert any amount outstanding into common stock that would result in it owning more than 4.99% of the total common stock outstanding. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $402,675 and debt discounts of $105,556 on the payment dates of the note for the year ended December 31, 2013. As of September 30, 2014, the Company had recognized amortization on debt discounts on these notes of $45,982, leaving unamortized debt discounts of $0. See Note 11 for treatment of derivative liability associated with convertible notes payable. This loan is now considered to be paid in full and all debt discount has been amortized in full.
	Effective December 31, 2012, the Company negotiated satisfaction of an accounts payable of $50,000 owed to a Company consultant in exchange for the execution of a convertible note payable with a face value of $162,500. On the same date and under the same terms, the Company executed two other convertible notes payable with face values of $11,000 and $29,000 in exchange for services provided to the Company. The notes are unsecured, bear interest at 6% per annum and are due on December 31, 2015. The notes are also convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion.   The intrinsic value of the beneficial conversion features and the debt discounts associated with the equity issued in connection with these convertible debts were recorded based on the relative fair value of the equity in relation to the debt in accordance with ASC 470. The total initial beneficial conversion feature recorded was $25,313. The discount will be amortized and recorded to the statement of operations over the stated term of the notes and is included within interest expense. As of September 30, 2014 and December 31, 2013, the Company had recognized amortization on the debt discounts on these notes of $5,121 and $17,493 of the total outstanding debt discounts leaving an unamortized debt discounts of $283, and $7,820, respectively.  Effective September 9, 2013, the note holder elected to convert $11,000 of the principal balance and accrued interest of $435 at $0.0064 per share into 1,786,641 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $1,114 to interest expense.  As a result, the $11,000 note has been paid in full.    Effective March 12, 2014, a settlement was reached with the note holder of the $29,000 convertible note whereby his note and all accrued interest was purchased by an unrelated third party.  This $29,000 note has been retired in its entirety.
	On January 18, 2013, the Company executed a convertible note payable with a face value of $41,557 in exchange for services provided to the Company. This note is unsecured, bears interest at 6% per annum and is due January 18, 2016. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion. The intrinsic value of the beneficial conversion features and the debt discounts associated with the equity issued in connection with the convertible debt was recorded based on the relative fair value of the equity in relation to the debt in accordance with ASC 470. The total initial beneficial conversion feature recorded was $41,557.  Effective March 12, 2014, a settlement was reached with the note holder whereby his note and all accrued interest was purchased by an unrelated third party.  This note has been retired in its entirety, and the remaining debt discount of $28,387 was amortized in full.
	Effective February 8, 2013, the Company executed a convertible note payable with a face value of $162,500 in exchange for services provided to the Company in the amount of $115,400 and forgiveness of accounts payable of $47,060. The intrinsic value of the beneficial conversion features and the debt discounts associated with the equity issued in connection with the convertible debts were recorded based on the relative fair value of the equity in relation to the debt in accordance with ASC 470. The total initial beneficial conversion feature recorded was $162,500. The discount will be amortized and recorded to the statement of operations over the stated term of the note and is included within as interest expense. As of September 30, 2014, the Company had recognized amortization on the debt discounts on this note of $40,959 of the total outstanding debt discounts leaving an unamortized debt discounts $73,162.
	Effective March 5, 2013, the Company executed a convertible note payable with a face value of $17,417 in exchange for services provided to the Company. This note is unsecured, bears interest at 6% per annum and is due March 5, 2016. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion.  Effective March 12, 2014, a settlement was reached with the note holder whereby his note and all accrued interest was purchased by an unrelated third party.  This note has been retired in its entirety, and the remaining debt discount of $11,240 was amortized in full. The intrinsic value of the beneficial conversion features and the debt discounts associated with equity issued in connection with the convertible debts has been recorded based on the relative fair value of the equity in relation to the debt in accordance with ASC 470. The total initial beneficial conversion feature recorded was $15,371. The discount will be amortized and recorded to the statement of operations over the stated term of the note and is included within as interest expense. As of December 31, 2013, the Company has amortized $6,177 of the total outstanding debt discounts leaving an unamortized debt discount of $11,240.
	On June 25, 2013, the Company assumed loans payable with the acquisition of Surf in the amount of $222,928. These loans are non-interest bearing and due upon demand.  Of the total amount of these loans, on the consolidated balance sheet, $74,539 is classified in accrued expenses, related party, and $90,000 is classified in accounts payable and accrued expenses.
	In connection with its acquisition of EWS-C, the Company assumed five financing agreements that comprise all the equipment listed in EWS-C.  The total value of these notes is $180,368. The original terms of these notes consist of a term of 60 months, with interest rates ranging from 4.60% to 9.24%, due dates of May 1, 2015, May 27, 2015, September 30, 2015, June 14, 2016, and October 1, 2016, and total payments ranging from $282 to $3,414.  Of the total balance of these notes, $205,563 is deemed to be the short term portion and is included in short-term notes payable on the consolidated balance sheet.
	Effective June 3, 2013, the Company executed a convertible note payable with a face value of $32,500. This note is unsecured, bears interest at 8% per annum and is due June 2, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55 percent. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $60,352 and debt discount of $32,500 on the payment dates of the note for the period ended September 30, 2013.  As of December 31, 2013, the Company had recognized amortization on debt discounts on these notes of $32,500 leaving unamortized debt discounts of $0. See Note 11 for treatment of derivative liability associated with convertible notes payable. On October 28, 2013, this note was paid in full by the Company.
	Effective July 15, 2013, the Company executed a convertible note payable with a face value of $32,500. This note is unsecured, bears interest at 8% per annum and is due April 17, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55 percent. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $12,258 and debt discount of $32,500 on the payment dates of the note.  As of December 31, 2013, the Company had recognized amortization on debt discounts on these notes of $32,500 leaving unamortized debt discounts of $0 See Note 11 for treatment of derivative liability associated with convertible notes payable. On December 31, 2013, this note was paid in full by the Company.
	Effective August 27, 2013, the Company executed a convertible note payable with a face value of $27,500. This note is unsecured, bears interest at 8% per annum and is due May 29, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55 percent. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $55,751 and debt discount of $27,500 on the payment dates of the note for the period ended September 30, 2013.  As of December 31, 2013, the Company had recognized amortization on debt discounts on these notes of $12,600 leaving unamortized debt discounts of $14,900. See Note 11 for treatment of derivative liability associated with convertible notes payable.  On March 10, 2014, this note was paid in full by the Company, and the remaining debt discount of $14,900 was amortized in full, and the remaining derivative liability was reversed in full.
	Effective October 1, 2013, the Company executed a convertible note payable with a face value of $32,500. This note is unsecured, bears interest at 8% per annum and is due June 2, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55%. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $25,339 on the payment dates of the note for the period ended March 31, 2014.  See Note 11 for treatment of derivative liability associated with convertible notes payable.  On April 18, 2014, the note holder elected to convert $20,000 of this note into 2,531,646 at a price per share of $0.00790, leaving an unconverted amount due of $12,500.  On April 23, 2014, the note holder elected to convert the balance of the principal of $12,500 and accrued interest of $1,300 on this note into 2,059,701 shares of common stock.   As a result, this note has been paid in full and the remaining derivative liability balance associated with this note has reversed.
	On November 30, 2013, the Company entered into a Credit Agreement with TCA Global Credit Master Fund for a loan of up to $5,000,000 with an initial draw of $1,000,000. At the initial funding of the first $1,000,000 on the TCA revolving credit facility, TCA held in reserve/escrow $160,000 pending completion of several post-closing matters.  Those funds have not yet been released.  The debt is secured by assets of the Company and its subsidiaries Surf and e-Waste Systems Cincinnati, Inc. and e-Waste Systems Ohio, Inc.  Interest accrues at the rate of 16.5% per annum, calculated on the actual number of days elapsed over a 360-day year.  Provisions for a Reserve of 15% there is a mandatory repayment of not less than 15% of the gross revenues.  The Company determined the note qualified for derivative liability treatment under ASC 815.  This note was restated on July 29, 2014, and this restatement replaces and supersedes the $1,000,000 note.
	On July 29, 2014, the Company entered into an amendment to the Credit Agreement with TCA Global Credit Master Fund and contemporaneous agreements with Redwood Management LLC to assume the TCA obligations through a series of note modification transactions.  The terms of the agreement initially provided for the $1,000,000 plus accrued interest to be divided into two revolving notes for $135,710 and $949,970, respectively that replace and supersede a revolving convertible promissory note for $1,000,000 that was issued by the Company on July 31, 2013 and made effective on December 6, 2013.  The aggregate of the new notes include the $1,000,000 in principal from the original note plus $51,685 of accrued interest and fees of $33,995.  The notes carry an interest rate of 16.5% per annum calculated on the actual number of days elapsed over a 360-day year.   These notes are convertible into common stock of the Company at a price equal to 85% of the lowest daily volume weighted average price of the common stock during the 5 business days immediately prior to the conversion date.  During the period ended September 30, 2014, a total of $271,420 was assigned to Redwood Management LLC in the form of two separate convertible promissory notes.  Effective July 31, 2014, the note holder elected to convert $61,824 of the principal balance resulting in the issuance of 22,400,000 shares of the Company’s common stock at a per share price of $0.0028.   Effective August 12, 2014, the note holder elected to convert $34,413 of the principal balance resulting in the issuance of 24,757,400 shares of the Company’s common stock at a per share price of $0.0014. Effective August 18, 2014, the note holder elected to convert $30,852 of the principal balance resulting in the issuance of 24,880,900 shares of the Company’s common stock at a per share price of $0.0012. Effective August 21, 2014, the note holder elected to convert $8,621 of the principal balance resulting in the issuance of 8,707,959 shares of the Company’s common stock at a per share price of $0.001.  Effective September 3, 2014, the note holder elected to convert $20,363 of the principal balance resulting in the issuance of 29,512,000 shares of the Company’s common stock at a per share price of $0.0007.  Effective September 9, 2014, the note holder elected to convert $18,635 of the principal balance resulting in the issuance of 31,058,000 shares of the Company’s common stock at a per share price of $0.0006.   Effective September 15, 2014, the note holder elected to convert $15,056 of the principal balance resulting in the issuance of 36,020,100 shares of the Company’s common stock at a per share price of $0.0004. Effective September 17, 2014, the note holder elected to convert $13,760 of the principal balance resulting in the issuance of 37,907,400 shares of the Company’s common stock at a per share price of $0.0004.  Effective September 20, 2014, the note holder elected to convert $11,569 of the principal balance resulting in the issuance of 39,893,500 shares of the Company’s common stock at a per share price of $0.0003.  Effective September 29, 2014, the note holder elected to convert $8,439 of the principal balance resulting in the issuance of 41,983,780 shares of the Company’s common stock at a per share price of $0.0002.
	Effective December 9, 2013, the Company executed a convertible note payable with a face value of $63,000. This note is unsecured, bears interest at 8% per annum and is due September 9, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55%. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $75,362 on the payment date of the note for the period ended December 31, 2013.   See Note 11 for treatment of derivative liability associated with convertible notes payable.  On June 18, 2014, the note holder elected to convert $20,000 of this note into 3,846,154 shares of common stock at a price per share of $0.0052.  On June 23, 2014, the note holder elected to convert $23,000 of this note into 4,693,878 shares of common stock at a price per share of $0.0049.  On June 26, 2014, the note holder elected to convert $12,000 of this note into 2,727,273 shares of common stock at a price per share of $0.0044.   On July 2, 2014, the note holder elected to convert the remaining $8,000 principal balance along with $2,520 of accrued interest into 2,768,421 shares of common stock at a per share price of  $0.0038.  As a result this note has been paid in full.
	On February 6, 2014, the Company executed a convertible promissory note in the principal sum of $500,000. The consideration to be paid to the Lender shall be equal to the consideration actually paid by the Lender plus prorated interest and any other fees such that the Company shall be required to pay.  The Company will incur a one-time interest charge of 6% on the principal amount of each loan. The note holder made payments of $225,000 total to the Company of the total consideration during the period ending September 30, 2014, along with a one-time interest charge per payment that is added to the total principal in the amount of $13,500.  The maturity date is two years from the date of each payment to the Company, and is the date upon which the principal sum, as well as any unpaid interest and other fees, shall be due and payable. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $338,975 on the payment date of the notes for the period ended June 30, 2014.  See Note 11 for treatment of derivative liability associated with convertible notes payable.  This note is unsecured, bears interest at 6% per annum and is due February 8, 2016. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion.  Effective August 12, 2014, the note holder elected to convert $9,600 of the principal balance resulting in the issuance of 8,000,000 shares of the Company’s common stock at a per share price of $0.0012. Effective August 26, 2014, the note holder elected to convert $9,000 of the principal balance resulting in the issuance of 15,000,000 shares of the Company’s common stock at a per share price of $0.0006.   Effective September 15, 2014, the note holder elected to convert $6,375 of the principal balance resulting in the issuance of 21,250,000 shares of the Company’s common stock at a per share price of $0.0003. Effective September 26, 2014, the note holder elected to convert $4,428 of the principal balance resulting in the issuance of 24,600,000 shares of the Company’s common stock at a per share price of $0.0002.
	Effective February 10, 2014, the Company executed a convertible note payable with a face value of $18,000, whereby the full $18,000 went towards payment for professional fees. This note is unsecured, bears interest at 8% per annum and is due September 9, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55%. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $22,230 on the payment date of the note for the period ended June 30, 2014.  See Note 11 for treatment of derivative liability associated with convertible notes payable.  Effective August 19 2014, the note holder elected to convert the entire principal balance along with $720 in accrued interest into 15,600,000 shares of the Company’s common stock at a per share price of $0.0012.  As a result, this note is paid in full.
	On January 30, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $100,000 which carries an interest rate of 12% per annum, whereby $10,000 of the proceeds were recorded as deferred financing costs.  This note will mature on January 30, 2015.  The issuer of the Note can convert unpaid portions of this Note any time after July 30, 2014. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $200,870 on the payment date of the note for the period ended March 31, 2014. See Note 11 for treatment of derivative liability associated with convertible notes payable.  On July 31, 2014 the note holder elected to convert the $28,290 of this note into 10,000,000 shares of common stock at a per share price of $0.0028.  On August 13, 2014 the note holder elected to convert the $29,201 of this note into 21,260,000 shares of common stock at a per share price of $0.0014.  On September 4, 2014 the note holder elected to convert the $13,776 of this note into 21,000,000 shares of common stock at a per share price of $0.0007.  On September 23, 2014 the note holder elected to convert the $7,817 of this note into 32,800,000 shares of common stock at a per share price of $0.0002.  The unconverted balance due on this note is $78,406.67.
	On March 12, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $44,425 which carries an interest rate of 12% per annum.  This note will mature on February 28, 2015.  The issuer of the Note can convert unpaid portions of this Note any time after September 12, 2014. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $99,524 on the payment date of the note for the period ended March 31, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.  On April 1, 2014 the note holder elected to convert the $28,126 of this note into 2,000,000 shares of common stock at a per share price of $0.0270.  On April 23, 2014, the note holder elected to convert the remaining balance of the note, and the related accrued interest, totaling $16,513, into 2,411,674 shares of common stock at a per share price of $0.0068.  As a result, this note is paid in full.
	On March 12, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $18,483 which carries an interest rate of 12% per annum.  This note will mature on February 28, 2015.  The issuer of the Note can convert unpaid portions of this Note any time after September 12, 2014. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $41,407 on the payment date of the note for the period ended March 31, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.  On May 1, 2014, the note holder elected to convert the note and accrued interest totaling $18,775 into 2,742,054 shares of common stock at a per share price of $0.0068.  As a result, this note is paid in full.
	On March 12, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $29,000 which carries an interest rate of 12% per annum.  This note will mature on February 28, 2015.  The issuer of the Note can convert unpaid portions of this Note any time after September 12, 2014. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $64,969 on the payment date of the note for the period ended March 31, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.  On May 5, 2014, the note holder elected to convert the remaining balance of the note, and the related accrued interest, totaling $31,539, into 4,606,292 shares of common stock at a per share price of $0.0068.  As a result, this note is paid in full.
	On March 25, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $50,000 which carries an interest rate of 12% per annum, whereby $5,000 of the proceeds were recorded as deferred financing costs.  This note will mature on March 25, 2015.  The issuer of the Note can convert unpaid portions of this Note any time after September 25, 2014. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $69,748 on the payment date of the note for the period ended March 31, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.
	On March 7, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $60,000 with an interest rate of 8% per annum.  This note will mature on February 28, 2015.  The note holder can convert any unpaid balance only after the note has reached its maturity date. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $66,442 on the payment date of the note for the period ended March 31, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.
	On March 7, 2014, the Company entered into a Convertible Promissory note in the amount of $100,000 that carries an interest rate of 8% per annum, whereby $10,000 of the proceeds were recorded as deferred financing costs.  This note will mature on September 7, 2014 and note holder can convert to the Company’s common stock any time after the maturity date. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $101,215 on the payment date of the note for the period ended March 31, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.  Effective September 17, 2014, the note holder elected to convert $3,098 of the principal balance resulting in the issuance of 10,500,000 shares of the Company’s common stock at a per share price of $0.0003.  Effective September 24, 2014, the note holder elected to convert $4,720 of the principal balance resulting in the issuance of 20,000,000 shares of the Company’s common stock at a per share price of $0.0002. Effective September 30, 2014, the note holder elected to convert $3,540 of the principal balance resulting in the issuance of 20,000,000 shares of the Company’s common stock at a per share price of $0.0002 leaving a principal balance of $87,942.50.
	On March 7, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $50,000 with an interest rate of 8% per annum, whereby $7,500 of the proceeds were recorded as deferred financing costs.  This note will mature on February 28, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note.  This Note also contains a Back End note for $50,000 wherein note holder can convert to the Company’s common stock after 180 days and after full cash payment has been made for the convertible shares thereunder. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $50,295 on the payment date of the note for the period ended March 31, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.
	On March 20, 2014, the Company entered into a Convertible Promissory Note with an additional unrelated third party in the amount of $60,000 with an interest rate of 8% per annum.  This note will mature on November 12, 2014.  The note holder can convert any unpaid balance only after the note has reached its maturity date. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $59,406 on the payment date of the note for the period ended March 31, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.  Effective September 15, 2014, the note holder elected to convert $13,610 of the principal balance resulting in the issuance of 35,350,649 shares of the Company’s common stock at a per share price of $0.0012 leaving a balance of $46,390.00.
	On March 20, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $84,000 with an interest rate of 8% per annum, whereby $4,000 of the proceeds were recorded as deferred financing costs.  This note will mature on March 20, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note.  On March 20, 2014, we also entered into a Back End Convertible Note with this Note Holder for $84,000.  This note has an interest rate of 8% per annum and will mature on March 20, 2015.  On March 20, 2014 the Company also entered into a Collateralized Secured Promissory Back End Note with the same note holder in the amount of $84,000 with a Maturity date of November 20, 2014.  The Back End Note and the Collateralized Secured Promissory Note can be offset against one another if the third party does not fund the Back End Note. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $121,705 on the payment date of the note for the period ended March 31, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.  Effective September 24, 2014, the note holder elected to convert $9,000 of the principal balance and $361 of accrued interest resulting in the issuance of 39,004,125 shares of the Company’s common stock at a per share price of $0.0002 leaving a balance due on the note of $75,000.
	On March 21, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $50,000 with an interest rate of 8% per annum, whereby $7,500 of the proceeds were recorded as deferred financing costs.  This note will mature on March 21, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $74,016 on the payment date of the note for the period ended March 31, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.
	On April 1, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $102,600 with an interest rate of 8% per annum, in satisfaction of obligations for consulting services performed by the holder.  This note is due on demand.  Conversion features initially included in this note were deleted by agreement.
	On April 2, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $665,000 with an interest rate of 10% per annum, whereby $60,000 is original issue discount, and $5,000 is previously paid legal fees.  The effective date of the note per the agreements is March 31, 2014, but will be recorded on April 2, 2014 as the proceeds of the note were issued on April 2, 2014 and all corresponding documents were signed on April 2, 2014 as well. This note will mature on May 31, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note.  In connection with this Convertible Promissory Note, the Company also entered into four Secured Buyer Notes with this Note Holder for $100,000 each, which are being recorded as notes receivable on the consolidated balance sheet.  This Secured Buyer Notes have an interest rate of 8% per annum and will mature on March 31, 2015.  Also in connection with this Convertible Promissory Note, on March 31, 2014, the Company issued a warrant to purchase shares of the Company’s common stock equal to $332,500 divided by the Market Price, as defined in the Convertible Promissory Note, of the Company’s common stock on the date of issuance with an exercise price of $0.055 per share.  The warrants expire on March 31, 2020.
	On April 4 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $55,000 with an interest rate of 8% per annum, whereby $5,000 is original issue discount.  This note will mature on April 3, 2015.  The note holder can convert any unpaid balance after six months from the original date of the note.  The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $81,989 on the payment date of the note for the period ended June 30, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.
	On April 7, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $40,000 with an interest rate of 8% per annum, whereby $2,000 of the proceeds were recorded as legal fees, and $4,000 of the proceeds were recorded as financing costs.  This note will mature on April 7, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $54,228 on the payment date of the note for the period ended June 30, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.
	On April 16 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $55,000 with an interest rate of 8% per annum, whereby $5,000 is original issue discount.  This note will mature on April 3, 2015.  The note holder can convert any unpaid balance after six months from the original date of the note.  The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $41,870 on the payment date of the note for the period ended June 30, 2014.   See Note 11 for treatment of derivative liability associated with convertible notes payable.
	On May 2, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $42,500 which carries an interest rate of 8% per annum.  This note will mature on February 16, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note.  The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $72,489 on the payment date of the note for the period ended June 30, 2014.  See Note 11 for treatment of derivative liability associated with convertible notes payable.
	On May 13, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $250,000.  The consideration to be paid to the Lender shall be equal to the consideration actually paid by the Lender plus prorated interest and any other fees such that the Company shall be required to pay.  The Company will incur a one-time interest charge of 10% on the principal amount of each loan. The note holder made a payment to the Company of $50,000 of the total consideration on the date of the closing of the note, along with a one-time interest charge that is added to the principal in the amount of $5,000.This note will mature one year from the date of each payment of consideration.  The note holder can convert any unpaid balance after 180 days from the original date of the note.  The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $69,167 on the payment date of the note for the period ended June 30, 2014.  See Note 11 for treatment of derivative liability associated with convertible notes payable.
	On June 18, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $32,500 which carries an interest rate of 8% per annum.  This note will mature on March 20, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note.  The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $44,859 on the payment date of the note for the period ended June 30, 2014.  See Note 11 for treatment of derivative liability associated with convertible notes payable.
	On July 25, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $200,000, which carries an interest rate of 10% per annum.  This note will mature on January 25, 2015.  The note holder can convert any unpaid balance of the note at any time after the original date of the note.  The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $223,206 on the payment date of the note for the period ended September 30, 2014.  See Note 11 for treatment of derivative liability associated with convertible notes payable.
	On August 22, 2014, the Company entered into a Convertible Promissory Note with an unrelated third party in the amount of $32,500 which carries an interest rate of 8% per annum.  This note will mature on May 26, 2015.  The note holder can convert any unpaid balance after 180 days from the original date of the note.  The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $43,033 on the payment date of the note for the period ended September 30, 2014.  See Note 11 for treatment of derivative liability associated with convertible notes payable.

Note_11_DERIVATIVE_LIABILITY

Note 11 - DERIVATIVE LIABILITY	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 11 - DERIVATIVE LIABILITY	'
	Effective July 31, 2009, the Company adopted ASC 815 which defines determining whether an instrument (or embedded feature) is solely indexed to an entity’s own stock. The conversion terms of the convertible notes executed on June 3, 2013, June 11, 2013, July 15, 2013, August 14, 2013, August 27, 2013 and September 26, 2013 (total unpaid face value of $170,278) are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. As a result, the Company has determined that the conversion features imbedded in the notes are not considered to be solely indexed to the Company’s own stock and are therefore not afforded equity treatment. In accordance with ASC 815, the Company has bi-furcated the conversion feature of the note and recorded a derivative liability.
	The Company accounted for the detachable warrants included with the convertible notes as liabilities in accordance with ASC 815, as the warrants are subject to anti-dilution protection and could result in them being converted to a variable number of the Company’s common shares. The Company determined the value of the derivate feature of the warrants at the relevant commitment dates to total $464,456 utilizing a Black-Scholes valuation model as of September 30, 2014.
	ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with convertible notes payable.
	At origination, the Company valued the conversion features using the following assumptions: dividend yield of zero, years to maturity of 0.75 to 1.00 year, average risk free rates over between 0.11 and 0.18 percent, and annualized volatility of between 5 and 230 percent to record derivative liabilities of $752,749. At December 31, 2013, the Company revalued the conversion features using the following assumptions: dividend yield of zero, years to maturity of between 0.29 and 0.70 years, a risk free rate of 0.13%, and annualized volatility of 232.29% and determined that, during the year ended December 31, 2013, the Company’s derivative liability increased by $404,335 to $465,880. The Company recognized a corresponding loss on derivative liability in conjunction with this revaluation.
	At September 30, 2014, the Company revalued the conversion features using the following assumptions: dividend yield of zero, years to maturity of between 0.12 and 1.73 years, a risk free rate of between 0.13% and 0.58%, and annualized volatility of 192.53% and determined that, during the nine months ended September 30, 2014, the Company’s derivative liability increased by $1,612,523 to a total of $2,078,403, of which $285,879 is considered long term. The Company recognized a corresponding loss on derivative liability in conjunction with this revaluation.
	At September 30, 2014, the Company revalued the detachable warrants using the following assumptions: dividend yield of zero, years to maturity of 4.50 years, a risk free rate of between 1.78%, and annualized volatility of 192.53% and determined that the change in fair value of the liability for the conversion feature of the detachable warrants resulted in a net expense of $4,309 for the nine months ended September 30, 2014. The fair value of the derivative conversion features for the detachable warrants was determined to be $4,309 at September 30, 2014, of which $4,309 is considered long term.  The Company recognized a corresponding loss on derivative liability in conjunction with this revaluation.

Note_12_COMMITMENTS_AND_CONTIN

Note 12 - COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 12 - COMMITMENTS AND CONTINGENCIES	'
	Legal Proceedings
	As of the date of this filing, the Company is not aware of any current or pending legal actions expected to have a material impact.
	Occupancy Leases
	The Company leased office and warehouse space in Columbus, Ohio under an operating lease. The lease provided for a lease payment of $4,200 per month from December 1, 2012 through November 30, 2013, and a lease payment of $4,400 per month from December 1, 2013 through November 30, 2014, and lease payments thereafter on a month-to-month basis at a rate of $4,568 per month. On September 20, 2012, this lease was assigned to the purchaser as part of the transfer of the Company’s assets and business on September 20, 2012. As such, the Company has no ongoing minimum lease payments associated with the lease.
	Effective February 12, 2013, the Company entered into a Lease Agreement with Evotech Capital Ltd in a commercial building in Shanghai, China. The term of the lease runs from February 12, 2013 through February 12, 2015. The terms of the lease calls for the Company to issue Evotech Capital 250,000 shares of common stock within 180 days of the beginning of the lease term. This represents the only payment required during the term of the lease. The Company has not issued those shares.
	Effective February 6, 2014, EWSI’s wholly owned subsidiary e-Waste Systems Cincinnati, Inc. entered into a lease with DTC Northwest OH LLC, a Delaware limited liability company for its newly operational Cincinnati, Ohio facility.   The building is approximately 126,500 square foot of warehouse building located at 12075 Northwest Blvd., Springdale, OH 45246.  The monthly rent for this facility for Month 1 through 12 of the first year will be $11,916.  The monthly rent for the facility for Month 1 through 12 of the second year will be $12,274.   The monthly rent for the facility for month 1 through 12 of the third year will be $12,642.
	Lease and Operating Agreements
	The Company entered into three operating agreements to operate businesses on behalf of property and business owners during 2013. Those agreements required facility and equipment payments and personnel payments along with other possible payments in the course of operating these businesses. These agreements were on a quarter-to-quarter basis and terminable at will.  In connection with the suspension of the agreements with with XuFu (Shanghai) Co, Ltd, a company incorporated in the People’s Republic of China (“PRC”) and formerly known as Yazhuo, these agreements, and the corresponding management contracts, were terminated by the Company and new arrangements are in negotiation.  Those companies considered part of the eIncubator operations were evaluated based upon the initial evaluation as per Company policy to determine actual value and desirability for further consideration.  With respect to those entities the Company wishes to pursue and move to the eVolve division, new contracts will be negotiated with the entities and the managers as determined by the Company in its sole and absolute discretion.  Terminations of agreements are as determined by the Company in its discretion are managed by senior managers to take retain residual value for the Company and severance of corresponding managers under management agreements is  determined based upon the Company’s plan for the markets and industry – based on potential for added value.
	Contingent Consideration
	In connection with the acquisition of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.), this was disclosed in our annual filing with the SEC on Form 10-K, filed April 16, 2013 and incorporated by reference herein.

Note_13_STOCKHOLDERS_DEFICIT

Note 13 - STOCKHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 13 - STOCKHOLDERS' DEFICIT	'
	Warrants
	In connection with the Convertible Promissory Note issued on March 31, 2014, the Company issued a warrant to purchase shares of the Company’s common stock equal to $332,500 divided by the Market Price, as defined in the Convertible Promissory Note, of the Company’s common stock on the date of issuance with an exercise price of $0.055 per share.  The value of the Market Price is defined as the lesser of (i) $0.05, or (ii) 65% of the average of the three lowest closing bid prices in the twenty trading days immediately preceding the applicable conversion, provided that if at any time the average of the three lowest closing bid prices in the twenty trading days immediately preceding any date of measurement is below $0.01, then in such event the conversion factor shall be reduced to 55% for all future conversions.  Based on the Market Price defined above, the total number of warrants issued on March 31, 2014, is 20,461,538, valued by dividing $332,500 by the calculated Market Price of $0.01625. The warrants expire on March 31, 2020.
	The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s common stock issued to shareholders at September 30, 2014:
	Exercise Price			Number Outstanding	Warrants Outstanding Weighted Average Remaining Contractual		Weighted Average Exercise price		Number Exercisable	Warrants Exercisable Weighted Average Exercise Price
					Life (years)
	$	0.055		20,461,538	4.5		$	0.055	20,461,538	$	0.055
	Transactions involving the Company’s warrant issuance are summarized as follows:
			Number of Shares			Weighted Average Price Per Share
	Outstanding at December 31, 2013			-		$	-
	Issued			20,461,538			0.055
	Exercised			-			-
	Expired			-			-
	Outstanding at September 30, 2014			20,461,538		$	0.055
	Preferred Stock
	The Company is authorized to issue 10,000,000 shares of Preferred Stock, of which there are 200,000 shares set aside as Series A Convertible Preferred Stock with a current post-split par value of $0.0001.  As of September 30, 2014, and December 31, 2013, there were 5,516 and 1,903 shares of Series A Convertible Preferred Stock issued and outstanding, respectively.
	The Series A Preferred Shares have the following provisions:
	Dividends
	Series A convertible preferred stockholders’ are entitled to receive dividends when declared. As of September 30, 2014 and September 30, 2013 no dividends have been declared or paid.
	Liquidation Preferences
	In the event of liquidation, following the sale or disposition of all or substantially all of the Company’s assets, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of the common stock by reason of their ownership thereof, an amount equal to $1,000 per share.
	Voting Rights
	Each holder of shares of the Series A Preferred Stock is entitled to the number of votes equal to the number of shares of common stock into which the preferred shares are convertible.
	Conversion
	Each share of Series A Preferred Stock is convertible, at the option of the holder, into the number of shares of common stock which is equal to $1,100 divided by the greater of (i) $0.001 or (ii) 90 percent of the volume weighted average closing price for the Company’s common stock during the ten trading days immediately prior to conversion.
	Redemption
	The Series A Preferred Stock shares are redeemable for cash, at the option of the Company any time after the date of issuance, plus all accrued but unpaid dividends, on the following basis:
	(i)	110 percent of the purchase price of each share of Series A Preferred Stock if redeemed any time before the first twelve months of the date of issuance; and
	(ii)	105 percent of the purchase price of each share of Series A Preferred Stock on or after the first twelve months of the date of issuance.
	The Company is authorized to issue 10,000,000 shares of Preferred Stock, of which there are 500,000 shares set aside as Series B Convertible Preferred Stock with a current par value of $0.0001.  As of September 30, 2014, and December 31, 2013, there were 487,500 and 195,000 shares of Series B Convertible Preferred Stock issued and outstanding, respectively.
	The Series B Preferred Shares have the following provisions:
	Dividends
	Initially, there will be no dividends due or payable on the Series B Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.
	Liquidation Preferences
	If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the Holders of the Series B Preferred Stock and Holders of pari passu Securities shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Corporation legally available for distribution to the Series B Preferred Stock and the pari passu Securities shall be distributed ratably among such shares in proportion to the ratio that the Liquidation Preference payable on each such share bears to the aggregate Liquidation Preference payable on all such shares.
	Voting Rights
	Each holder of shares of the Series B Preferred Stock is entitled to 1,000 votes per share held adjusted for changes in the authorized capital pro-rata from time to time.
	Conversion
	The Conversion Price for each share of Series B Preferred Stock in effect on any Conversion Date shall be the greater of $0.20 or (i) Eighty-Five percent (85%) of the average closing bid price of the Common Stock over the Twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than Par Value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. (or similar organization or agency succeeding to its functions of reporting prices).
	Redemption
	The Series B Preferred Stock shares are only redeemable for cash by mutual agreement.
	Preferred Stock A Activity for the nine months ended September 30, 2014
	For the nine months ended September 30, 2014, the Company issued a total of 4,975 shares of Series A Preferred Stock for various services rendered per agreements entered into with the shareholders and financing costs valued at $2,817,100.
	For the nine months ended September 30, 2014, the Company issued a total of 95 shares of Series A Preferred Stock as payment of debt to a related party valued at $58,389.
	For the nine months ended September 30, 2014, 1,457 shares of Series A Preferred Stock was converted into 34,335,047 shares of common stock in accordance with the provisions of the Series A Preferred Stock.
	Preferred Stock B Activity for the nine months ended September 30, 2014
	For the nine months ended September 30, 2014, the Company issued a total of 292,500 shares of Series B Preferred Stock as payment of debt to a related party valued at $292,500 for a total issued of 487,500 shares of Preferred Stock B
	Common Stock
	On March 31, 2014, the Company’s board of directors and majority shareholder approved an amendment to the Articles of Incorporation according to the Bylaws of the Company and the State of Nevada revised statutes for the purpose of increasing the authorized common stock from 490,000,000 shares to 790,000,000 shares.  On June 27, 2014, the Company’s board of directors and majority shareholder approved an amendment to the Articles of Incorporation according to the Bylaws of the Company and the State of Nevada revised statutes for the purpose of increasing the authorized common stock from 790,000,000 shares to 975,000,000 shares.  On July 25, 2014, the Company’s board of directors and majority shareholder approved an amendment to the Articles of Incorporation according to the Bylaws of the Company and the State of Nevada revised statutes for the purpose of increasing the authorized common stock from 975,000,000 shares to 1,500,000,000 shares. On September 24, 2014, the Company’s board of directors and majority shareholder approved an amendment to the Articles of Incorporation according to the Bylaws of the Company and the State of Nevada revised statutes for the purpose of increasing the authorized common stock from 1,500,000,000 shares to 3,000,000,000 shares. On October 6, 2014, the Company’s board of directors and majority shareholder approved an amendment to the Articles of Incorporation according to the Bylaws of the Company and the State of Nevada revised statutes for the purpose of increasing the authorized common stock from 3,000,000,000 shares to 6,000,000,000 shares. The Company’s authorized shares of preferred stock were not affected in these corporate actions. The Company’s authorized shares of preferred stock were not affected in this corporate action. As of September 30, 2014 and December 31, 2013, there were 1,107,817,477 and 262,734,973 shares of common stock issued and outstanding, respectively. On September 29, 2014, the Board of Directors approved a 1:250 reverse split which was effective on October 27, 2014 upon approval by FINRA and referral to DTCC.  The new CUSIP number is 26927B209.
	Common Stock Activity for the nine months ended September 30, 2014
	During the nine months ended September 30, 2014, the Company issued 98,864,344 (pre-reverse split) shares of common stock at prices ranging from $0.0003 to $0.0425 per share for services valued at $871,347. The value of the shares issued for services was based on the trading price of the Company’s common stock on the date of issuance.
	During the nine months ended September 30, 2014,  the Company issued 632,140,419 (pre-reverse split) shares of common stock at $0.002 to $0.0391 per share for settlement of all accounts payable, accrued expense, accrued interest, and debt transactions valued at $716,284. The value of shares issued for settlement of debt was based on the trading price of the Company’s common stock on the date of issuance or the face value of the debt extinguished.
	During the nine months ended September 30, 2014, 2013, the Company issued 73,236,414 (pre-reverse split) shares of common stock at $0.0061 to $0.0279 per share as stock based compensation valued at $1,658,442. The value of shares issued for stock based compensation was based on the trading price of the Company’s common stock on the date of issuance.
	During the nine months ended September 30, 2014, the Company issued 9,000,000 (pre-reverse split) shares of common stock at $0.0132 to $0.0207 per share for cash valued at $153,000. The value of shares issued for cash was based on the agreements in place with the shareholders.
	During the nine months ended September 30, 2014, the Company issued 34,335,047 (pre-reverse split) shares of common stock to Series A Preferred Stock shareholders for their 1,457 shares of Series A Preferred Stock in accordance with the provisions set forth for the Series A Preferred Stock.
	During the nine months ended September 30, 2014, the Company retired 2,493,720 (pre-reverse split) shares of common stock.

Note_14_COST_METHOD_INVESTMENT

Note 14 - COST METHOD INVESTMENT	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 14 - COST METHOD INVESTMENT	'
	GoEz Deals, Inc. (GED)
	On August 9, 2013, the Company entered into a binding agreement to acquire 7% of the shares of GoEz Deals, Inc., ("GED") a California company in the mobile computing and e-waste recycling business. The Company acquired GED because of it e-waste certifications in the state of California and the access to customers that will benefit the Company in expanding its sales and services. Consideration paid was the issuance of 230 shares of Series A Preferred Stock valued at $27,273 and the issuance of 3,500,000 shares of common stock at $0.0738 per share valued at $258,300 for a total consideration of $285,573. The investment is recorded at the cost of the investment.

Note_15_SUBSEQUENT_EVENTS

Note 15 - SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
NOTE 15 - SUBSEQUENT EVENTS	'
	The Company has approved a two hundred fifty-for-one (250:1) reverse stock split (the "Reverse Split") of the Company's common stock and a change in the par value of the common stock and the preferred stock from $.001 to a new par value of $.0001.  The Company's Board of Directors has determined that it would be in the Company's best interest to conduct the Reverse Split and to change the par value of its stock and approved this corporate action by unanimous written consent.
	Subsequent to September 30, 2014 and through the date of this filing, the Company issued 7,268,421 (pre-reverse split) shares of common stock for various services rendered and conversions of debt.

Note_4_SUMMARY_OF_SIGNIFICANT_1

Note 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2014

Notes to Financial Statements

'

Basis of Presentation

'

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC.  The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”).

Use of Estimates

'

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

In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2014, and for all periods presented herein, have been made.

Beneficial Conversion Feature

'

Costs incurred with parties who are providing financing, which include the intrinsic value of beneficial conversion features associated with the underlying debt, are reflected as a debt discount.  These discounts are generally amortized over the life of the related debt.  In certain circumstances, the intrinsic value of the beneficial conversion feature may be greater than the proceeds associated to the convertible instrument.  In such situations, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the convertible instrument.

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”.

Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument”.

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

The Company evaluated the conversion option embedded in the Series A Preferred Stock and determined, in accordance with the provisions of these statements, that such conversion option does not meet the criteria requiring bifurcation of these instruments. The characteristics of the common stock that is issuable upon a holder’s exercise of the conversion option embedded in the convertible preferred stock are deemed to be clearly and closely related to the characteristics of the preferred shares. Additionally, the Company’s conversion options, if free standing, would not be considered derivatives subject to the accounting guidelines prescribed in accordance with professional standards.

ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could require net cash settlement, then the contract shall be classified as an asset or a liability.

Cash and Cash Equivalents

'

For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $14,419 and $145,778 at September 30, 2014 and December 31, 2013, respectively. See Note 6 – Restricted Cash Held in Escrow

Cash Flows Reporting

'

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

Commitments and Contingencies

'

The Company follows ASC 440, Commitments and ASC 450, Loss Contingencies, to report accounting for commitments and contingencies.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies at September 30, 2014 and 2013.

Earnings per Share

'

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

For the nine months ended September 30, 2014 and 2013, the effect of common stock equivalents has been excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive.

The Company currently has convertible debt, warrants and preferred stock which if converted as of September 30, 2014, would have caused diluted shares totaling 27,766,004,614 in pre-reverse split shares.

At September 30, 2014, there were no stock options.

Fair Value of Financial Instruments

'

The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3

Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and loans payable approximate their fair values because of the short maturity of these instruments. Loans payable are recorded at their issue value.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of advances from stockholders, if any, due to their related party nature.

The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2014 and December 31, 2013, on a recurring basis:

Assets and liabilities measured at fair value on a

Level 1

Level 2

Level 3

Total Carrying Value

recurring basis at September 30, 2014

Derivative liabilities

$

-

$

-

$

(2,082,712

)

$

(2,082,712

)

Assets and liabilities measured at fair value on a

Level 1

Level 2

Level 3

Total Carrying Value

recurring basis at December 31, 2013

Derivative liabilities

$

-

$

-

$

(465,880

)

$

(465,880

)

Property and Equipment

'

Property and equipment are stated at cost. Depreciation was calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years.  Expenditures for additions and improvements were capitalized, while repairs and maintenance costs were expensed as incurred.  The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of were removed from the accounts and any gain or loss was recorded in the year of disposal.  Depreciation expense for the nine months ended September 30, 2014 and 2013 was $48,278 and $0, respectively.

Related Parties

'

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.  Related party transactions for the nine months ending September 30, 2014 and 2013 are reflected in Note 9.

Stock-Based Compensation

'

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees.  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Under our stock compensation plan (the “Stock Plan”) which is registered under Form S8, or through newly issued restricted common stock, we pay qualified contractors and advisors common shares in lieu of compensation for services provided including business development, management, technology development, consulting, legal services and accounting services.

Share-based expense for the nine months ended September 30, 2014 and 2013 was $1,658,442 and $0, respectively.

Reclassifications

'

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

Principles of Consolidation

'

The accompanying condensed consolidated financial statements for the nine months ended September 30, 2014, include the accounts of the Company and its wholly-owned subsidiary E-Waste Systems Cincinnati, Inc. (“EWS-C”), and Surf Investments, Ltd. (“Surf”). All significant intercompany balances and transactions have been eliminated in consolidation.

Concentration of Credit Risk

'

SURF

For the nine months ended September 30, 2014, Customer A accounted for 28.50% of the Surf’s net revenue and 40.48% of Surf’s total accounts receivable. Customer B accounted for approximately 25.52% of Surf’s net revenue for the nine months September 30, 2014. Customer C accounted for approximately 11.38% of the Company’s net revenue.  Customer D accounted for 18.49% of Surf’s net revenue for the nine months ended September 30 2014.

EWS-C

For the nine months ended September 30, 2014, Customer A accounted for 60.00% of EWS-C’s net revenue and 50.71% of EWS-C’s total accounts receivable.  Customer B accounted for approximately 21.04% of EWS-C’s net revenue.  Customer C accounted for approximately 11.31% of EWS-C’s accounts receivable for the nine months ended September 30, 2014.

Accounts Receivable

'

Trade accounts receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivables are included in net cash provided by operating activities in the consolidated cash flow statements. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers a number of factors, including historical losses, current receivables aging reports, the counter party’s current ability to pay its obligation to the Company, and existing industry. The Company reviews its allowances every month. Past due invoices over 90 days that exceed a specific amount are reviewed individually for collectability. During the nine months ended September 30, 2014 and the year ended  December 31, 2013, allowance for doubtful accounts was $0 and $2,700, respectively. The Company does not have any off-balance sheet exposure related to its customers.

Inventory

'

Inventory is valued at the lower of cost (on a first-in, first-out (FIFO) basis) or market. The Company purchases its inventory direct from the manufacturer and includes these costs in its Cost of Sales as well as its packaging supplies, shipping, freight and duties costs. The Company evaluates inventory for items that have become obsolete. An allowance for obsolescence is established for items that are deemed not able to be sold. Currently, there are no obsolete inventory items.

Revenue Recognition

'

The Company applies the provisions of ASC 605, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue related to goods and services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

Revenue from Sales of Brand Licenses

During the year, the Company sold brand licenses to customers which allow the promotion of business under the E-Waste Systems brand names in selected jurisdictions. The license agreements call for an initial payment plus a percentage of revenues generated under the brand during term of the license agreement. The initial fees are booked to revenues of the Company in the period first sold. License fees earned from subsequent revenues of the licensee company are only booked later after periodic reviews.  The Company will recognize the licensing revenue when collected or when collectability is probable.

Segment Reporting

'

The Company generates  revenues from the following sources: (1) licensing of technology and management services in electronic waste disposal, development of ePlants and similar processes for electronic waste disposal systems in return for license, consulting and management fees; (2) operation of strategic business development projects and market development projects through the eVolve divisions for which the Company obtains sales revenues and incurs day to day operational expenses including the cost of leases incurred through the activities, and (3) repair refurbishing and recycling of electronics for which the Company receives revenues from disposal contracts, and fees for disposal plus revenues from the sale of reclaimed components or reclaimed materials such a gold, platinum and other precious metals obtained through recycling processes and incurs costs associated recycling activities.

Marketable Securities

'

The Company reports its investments in marketable securities under the provisions of ASC 320, Investments in Debt and Equity Securities. All the Company’s marketable securities are classified as “available for sale” securities, as the market value of the securities are readily determinable and the Company’s intention upon obtaining the securities was neither to sell them in the short term nor to hold them to maturity. Pursuant to ASC 320, securities which are classified as “available for sale” are recorded on the Company’s consolidated balance sheet at fair market value, with the resulting unrealized holding gains and losses excluded from earnings and reported as other comprehensive income until realized.

The Company evaluates securities for other-than-temporary impairment at least on a yearly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to the length of time and amount of the loss relative to cost, the nature and financial condition of the issuer and the ability and intent of the Company to hold the investment for a time sufficient to allow any anticipated recovery in fair value. Pursuant to ASC 320-5, other than temporary impairment losses are recorded as impairment expense in the statement of operations during the period in which the impairment is determined.  The Company did not record an impairment expense for the nine months ended September 30, 2014.

Intangible Assets

'

Intangible assets are recorded at the costs associated with the asset. These assets are then amortized using the straight-line method over the remaining useful economic life of each asset type. At each consolidated balance sheet date, the unamortized capitalized cost of the each intangible asset will be compared to the net realizable value of that asset. If the unamortized capitalized cost exceeds the net realizable value, then the difference will be written down to the net realizable value. Intangible assets consist of customer lists and certification.  Amortization of intangible assets for the nine months ended September 30, 2014 was $64,781. The Company did not record an impairment expense as of September 30, 2014.

Cost Method Investments

'

Cost method investments are recorded at the costs associated with the investments in accordance with ASC 325-20. The costs are valued at the most readily available source of value with the various aspects of the transaction.  The investments are presented at the cost.  No returns are recorded on the investments unless dividends are received.

Capitalized Software Development Costs

'

The Company applies the provisions of ASC 985-20, which provides guidance on the recognition, presentation and disclosure of software development costs in financial statements. The costs associated with developing the software is capitalized and will be amortized using the straight-line method over the economic life of the software. At each consolidated balance sheet date, the unamortized capitalized cost of the software product will be compared to the net realizable value of that product. If the unamortized capitalized cost exceeds the net realizable value, then the difference will be written down to the net realizable value.

Long-Lived Assets

'

Long-lived assets include equipment and intangible assets other than those with indefinite lives. We assess the carrying value of our long-lived asset groups when indicators of impairment exist and recognize an impairment loss when the carrying amount of a long-lived asset is not recoverable from the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value.

Property and equipment are recorded at historical cost less accumulated depreciation, unless impaired. Depreciation is charged to operations over the estimated useful lives of the assets using the straight-line. Upon retirement or sale, the historical cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. Expenditures for repairs and maintenance are charged to expense as incurred.  Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows:

Automobiles and Equipment

5 years

Computer Software

3 years

Leasehold Improvements

3 years

Goodwill

'

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. ASC 350-30-35-4 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit.

Foreign Currency

'

Monetary assets and liabilities of the Company's foreign operations are translated into U.S. dollars at period-end exchange rates.  Non-monetary assets and liabilities are translated at historical rates. Net exchange gains or losses resulting from such translation are excluded from net loss but are included in comprehensive income and accumulated in a separate component of stockholders' equity. Income and expenses are translated at weighted average exchange rates for the period. Foreign currency transactions denominated in a currency other than the US Dollar, which is the Company’s functional currency, are included in determining net income for the period.

Accumulated Other Comprehensive Loss

'

Comprehensive loss includes net loss as currently reported under U.S. GAAP and other comprehensive loss. Other comprehensive loss considers the effects of additional economic events, such as foreign currency translation adjustments, that are not required to be recorded in determining net loss, but rather are reported as a separate component of stockholders’ deficit.

Stock-Based Compensation

'

Under our stock compensation plan (the “Stock Plan”) which is registered under Form S8, or through newly issued restricted common stock, we pay qualified contractors and advisors common shares in lieu of compensation for services provided including business development, management, technology development, consulting, legal services and accounting services.

Income Taxes

'

Deferred income tax assets as of September 30, 2014, of $1,112 resulting from net operating losses and future amortization deductions, have been fully offset by valuation allowances.  The valuation allowances have been established equal to the full amounts of the deferred tax assets, as the Company is not assured that it is more likely than not that these benefits will be realized.

Reconciliation between the statutory United States corporate income tax rate (35%) and the effective income tax rates based on continuing operations is as follows:

As of  September 30,

2014

2013

Income tax benefit at Federal statutory rate of 44%

$

(3,039,538

)

$

(556,480

)

State Income tax benefit, net of Federal effect

(842,146

)

(154,180

)

Permanent and other differences

-

-

Change in valuation allowance

3,881,684

710,660

Total

$

-

$

-

Components of deferred tax assets were approximately as follows:

As of September 30,

2014

2013

Fixed assets

$

219

$

-

Allowance for doubtful accounts

893

1,184

Valuation allowance

(1,112

)

(1,184

)

Total

$

-

$

-

At September 30, 2014, the Company has available net operating losses of approximately $6,919,000 which may be carried forward to apply against future taxable income. These losses will expire in 2032. Deferred tax assets related to these losses have not been recorded due to uncertainty regarding their utilization.

The provisions of ASC 740 require companies to recognize in their condensed consolidated financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the condensed consolidated financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.

Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s condensed consolidated financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense.

The Company has not filed its applicable Federal and State tax returns for the year ended December 31, 2012 and may be subject to penalties for noncompliance. The Company has filed an extension for the 2013 filings.

Recent Accounting Pronouncements

'

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the impact of adopting this guidance.

In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2014 and the Company will continue to assess the impact on its consolidated financial statements.

Note_3_RESTATEMENT_Tables

Note 3 - RESTATEMENT (Tables)	9 Months Ended
	Sep. 30, 2014
Note 3 - Restatement Tables	'
Restatement of condensed consolidated financial statements	'
	The following represents the changes to the restated consolidated financial statements as of and for the nine months ended September 30, 2014:
	Condensed Consolidated Balance Sheets
	(Unaudited)
			Restated			Amended
			30-Sep-13			30-Sep-13			Differences
	ASSETS
	Current Assets
	Cash		$	45,246		$	44,988		$	258
	Accounts receivable			47,131			2,645,213			(2,598,082	)
	Related parties receivable			750			-			750
	Inventory			6,520			536,984			(530,464	)
	Other current assets			-			1,009			(1,009	)
	Marketable securities, available-for-sale			-			1,595,000			(1,595,000	)
	Total Current Assets			99,647			4,823,194			(4,723,547	)
	License fees receivables			-			375,000			(375,000	)
	Security deposits			1,589			-			1,589
	Intangible assets, net			345,605			345,605			-
	Investments			285,573			285,573			-
	Other assets			-			1,942			(1,942	)
	Total Assets		$	732,414		$	5,831,314		$	(5,098,900	)
	LIABILITIES AND STOCKHOLDERS' DEFICIENCY
	Current Liabilities
	Accounts payable and accrued expenses		$	448,493		$	2,153,861		$	(1,705,368	)
	Accounts payable - related party			1,228,738			1,216,222			12,516
	Checks in excess of bank			-			1,258,168			(1,258,168	)
	Deferred revenue			2,046			-			2,046
	Short-term notes payable			137,500			360,428			(222,928	)
	Short-term related party convertible notes payable, net			12,000			12,000			-
	Short-term convertible notes payable, net			35,177			35,197			(20	)
	Derivative liability on short-term convertible notes payable			306,790			245,008			61,782
	Total Current Liabilities			2,170,744			5,280,884			(3,110,140	)
	Long-Term Liabilities
	Long-term convertible notes payable, net			230,944			166,925			64,019
	Total Long-Term Liabilities			230,944			166,925			64,019
	Total Liabilities			2,401,688			5,447,809			(3,046,121	)
	Stockholders' Deficiency
	Preferred Series A stock, $0.001 par value; 9,500,000 shares authorized, 1,903 and 0 shares issued and outstanding, respectively			2			2			-
	Preferred Series B stock, $0.001 par value; 500,000 shares authorized, 195,000 and 0 shares issued and outstanding, respectively			195			195			-
	Common stock, $0.001 par value; 490,000,000 shares authorized, 232,560,140 and 106,504,926 shares issued and outstanding, respectively			232,560			242,782			(10,222	)
	Additional paid-in capital			5,840,314			5,634,977			205,337
	Accumulated other comprehensive income			-			705			(705	)
	Accumulated deficit			(7,742,345	)		(5,495,156	)		(2,247,189	)
	Total Stockholders' Deficiency			(1,669,274	)		383,505			(2,052,779	)
	Total Liabilities and Stockholders' Deficiency		$	732,414		$	5,831,314		$	(5,098,900	)
	The accompanying notes are an integral part of these condensed consolidated financial statements
	Condensed Consolidated Statements of Operations
	(Unaudited)
		For the Three Months Ended										For the Nine Months Ended
		Restated				Amended						Restated			Amended
		30-Sep-13				30-Sep-13			Differences			30-Sep-13			30-Sep-13			Differences
	Product sales revenue		$	106,041		$	2,076,130		$	(1,970,089	)	$	274,415		$	3,753,818		$	(3,479,403	)
	Service revenue			71,483			3,254,310			(3,182,827	)		160,121			4,017,934			(3,857,813	)
	Revenues from license fees			-			-			-			-			525,000			(525,000	)
	Total Revenues			177,524			5,330,440			(5,152,916	)		434,536			8,296,752			(7,862,216	)
	Cost of goods sold			105,755			3,999,856			(3,894,101	)		249,639			6,536,621			(6,286,982	)
	Gross Margin			71,769			1,330,584			(1,258,815	)		184,897			1,760,131			(1,575,234	)
	Operating Expenses
	Officer and director compensation			313,590			317,709			(4,119	)		538,107			556,340			(18,233	)
	Professional fees			1,532,155			1,958,179			(426,024	)		2,071,249			2,542,605			(471,356	)
	Impairment in available for sale securities			715,000			-			715,000			1,445,000			-			1,445,000
	General and administrative			101,107			665,833			(564,726	)		345,135			747,918			(402,783	)
	Total Operating Expenses			2,661,852			2,941,721			(279,869	)		4,399,491			3,846,863			552,628
	Loss from Operations			(2,590,083	)		(1,611,137	)		(978,946	)		(4,214,594	)		(2,086,732	)		(2,127,862	)
Other Income/(Expenses)
Interest expense			(78,651	)		(599,712	)		521,061			(247,679	)		(816,060	)		568,381
Gain (loss) on derivative liability			(288,319	)		386,522			(674,841	)		(245,245	)		438,990			(684,235	)
Foreign currency transaction gain			-			-									5,149			(5,149	)
Total Other Income/(Expenses)			(366,970	)		(213,190	)		(153,780	)		(492,924	)		(371,921	)		(121,003	)
Loss from Operations before Income Taxes			(2,957,053	)		(1,824,327	)		(1,132,726	)		(4,707,518	)		(2,458,653	)		(2,248,865	)
Provision for Income Taxes			-			-			-			-			-			-
Net Loss from Continuing Operations			(2,957,053	)		(1,824,327	)		(1,132,726	)		(4,707,518	)		(2,458,653	)		(2,248,865	)
Loss from Discontinued Operations, net of Income Taxes			(3,500	)		-			(3,500	)		143			-			143
Net Loss		$	(2,960,553	)	$	(1,824,327	)	$	(1,136,226	)	$	(4,707,375	)	$	(2,458,653	)	$	(2,248,722	)
Other Comprehensive Income
Foreign currency translation adjustments			-			191			(191	)		-			705			(705	)
Total Other Comprehensive Income		$	(2,960,553	)	$	(1,824,136	)	$	(1,136,417	)	$	(4,707,375	)	$	(2,457,948	)	$	(2,249,427	)
Basic and Diluted Loss per Share from Continuing Operations		$	(0.01	)	$	(0.01	)	$	0		$	(0.03	)	$	(0.01	)	$	(0.02	)
Basic and Diluted loss per Share from Discontinued Operations		$	0		$	0		$	0		$	0		$	0		$	0
Net loss per share - Basic and Diluted		$	(0.01	)	$	(0.01	)	$	0		$	(0.03	)	$	(0.01	)	$	(0.02	)
Weighted average number of shares outstanding during the period - Basic and Diluted			228,588,198			218,801,511			9,786,687			166,317,420			170,554,213			(4,236,793	)
The accompanying notes are an integral part of these condensed consolidated financial statements
Condensed Consolidated Statements of Cash Flows
(Unaudited)
		Restated			Amended
		30-Sep-13			30-Sep-13			Differences
Cash Flows From Operating Activities:
Net Loss		$	(4,707,518	)	$	(2,458,653	)	$	(2,248,865	)
Adjustments to reconcile net loss to net cash used in operations
Currency translation gain			-			(5,149	)		5,149
Amortization of debt discounts			158,843			128,578			30,265
Origination interest on derivative liability			10,556			553,176			(542,620	)
Change in derivative liability			245,245			(438,990	)		684,235
Debt issued for services			-			17,417			(17,417	)
Common stock issued for services			2,104,255			2,143,125			(38,870	)
Bad debt provision			2,700			-			2,700
Contributed capital			95,420			-			95,420
Convertible notes payable executed for services			117,940			-			117,940
Loss on conversion of debt			43,970			-			43,970
Impairment in available for sale securities			1,445,000			-			1,445,000
Amortization expense			21,594			21,593			1
Provision for allowance on A/R			-			(28,177	)		28,177
Changes in operating assets and liabilities:
(Increase)/Decrease in accounts and other receivables			(49,831	)		(2,559,198	)		2,509,367
(Increase)/Decrease in related parties receivable			(750	)		-			(750	)
(Increase)/Decrease in other current assets			-			1,028			(1,028	)
(Increase)/Decrease in inventory			(6,520	)		(531,320	)		524,800
(Increase)/Decrease in license fees receivable			-			(525,000	)		525,000
Increase/(Decrease) in accounts payable and accrued expenses			309,735			1,955,440			(1,645,705	)
Increase/(Decrease) in accrued expenses - related party			322,271			281,487			40,784
Increase/(Decrease) in checks in excess of bank			-			1,247,242			(1,247,242	)
Increase/(Decrease) in deferred revenue			2,046			-			2,046
Net Cash Used In Continuing Operating Activities			114,956			(197,401	)		312,357
Net Cash Provided by Discontinued Operating Activities			143			-			143
Net Cash Used in Operating Activities			115,099			(197,401	)		312,500
Cash Flows From Investing Activities:
Payments towards security deposits			(1,589	)		-			(1,589	)
Cash acquired with purchase of subsidiary			-			42,549			(42,549	)
Payments towards intangible assets			(247,153	)		-			(247,153	)
Net Cash Used In Continuing Investing Activities			(248,742	)		42,549			(291,291	)
Net Cash Used In Discontinued Investing Activities			-			-			-
Net Cash Used In Investing Activities			(248,742	)		42,549			(291,291	)
Cash Flows From Financing Activities:
Proceeds from notes payable			178,750			187,500			(8,750	)
Expenses paid on behalf of Company			-			11,977			(11,977	)
Net Cash Provided by Continuing Financing Activities			178,750			199,477			(20,727	)
Net Cash Provided by Discontinued Financing Activities			-			-			-
Net Cash Provided by Financing Activities			178,750			199,477			(20,727	)
Effects of exchange rates on cash			-			224			(224	)
Net Increase / (Decrease) in Cash			45,107			44,849			258
Cash at Beginning of Period			139			139			-
Cash at End of Period		$	45,246		$	44,988		$	258
Supplemental disclosure of cash flow information:
Cash paid for interest		$	-		$	-		$	-
Cash paid for taxes		$	-		$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Debt discounts on convertible notes payable		$	419,550		$	151,026		$	268,524
Preferred stock issued for marketable securities		$	-		$	1,445,000		$	(1,445,000	)
Preferred stock issued for acquisition of subsidiary		$	-		$	27,256		$	(27,256	)
Preferred stock issued for cost method of investment		$	27,273		$	27,273		$	-
Common stock issued for cost method of investment		$	258,300		$	258,300		$	-
Common stock issued for intangible assets		$	-		$	97,014		$	(97,014	)
Preferred stock issued for conversion of debt		$	-		$	71,538		$	(71,538	)
Common stock issued for conversion of debt		$	120,723		$	342,865		$	(222,142	)
Issuance of preferred stock series B as payment towards accrued expenses, related parties		$	195,000		$	-		$	195,000
Issuance of common stock as payment towards accounts payable and accrued expenses, related parties		$	106,473		$	-		$	106,473
Convertible notes payable executed for accounts payable and accrued expenses		$	112,284		$	-		$	112,284
Intangible assets from investment in Surf		$	120,046		$	-		$	120,046
The accompanying notes are an integral part of these condensed consolidated financial statements

Note_4_SUMMARY_OF_SIGNIFICANT_2

Note 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2014
Note 4 - Summary Of Significant Accounting Policies Tables	'
Schedule of Assets and Liabilities Measured at Fair Value	'
	The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2014 and December 31, 2013, on a recurring basis:
	Assets and liabilities measured at fair value on a	Level 1				Level 2				Level 3				Total Carrying Value
	recurring basis at September 30, 2014
	Derivative liabilities		$	-			$	-			$	(2,082,712	)		$	(2,082,712	)
	Assets and liabilities measured at fair value on a	Level 1				Level 2				Level 3				Total Carrying Value
	recurring basis at December 31, 2013
	Derivative liabilities		$	-			$	-			$	(465,880	)		$	(465,880	)
Schedule of Depreciable Lives for Property and Equipment	'
	Automobiles and Equipment	5 years
	Computer Software	3 years
	Leasehold Improvements	3 years
Effective income tax rates based on continuing operations	'
	Reconciliation between the statutory United States corporate income tax rate (35%) and the effective income tax rates based on continuing operations is as follows:
	As of  September 30,		2014				2013
	Income tax benefit at Federal statutory rate of 44%		$	(3,039,538	)		$	(556,480	)
	State Income tax benefit, net of Federal effect			(842,146	)			(154,180	)
	Permanent and other differences			-				-
	Change in valuation allowance			3,881,684				710,660
	Total		$	-			$	-
Deferred tax assets	'
	Components of deferred tax assets were approximately as follows:
	As of September 30,		2014				2013
	Fixed assets		$	219			$	-
	Allowance for doubtful accounts			893				1,184
	Valuation allowance			(1,112	)			(1,184	)
	Total		$	-			$	-

Note_8_PROPERTY_AND_EQUIPMENT_

Note 8 - PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2014
Note 8 - Property And Equipment Tables	'
Schedule of Property and Equipment	'
	Property and equipment consisted of the following as of September 30, 2014 and December 31, 2013:
		September 30,			December 31,
		2014			2013
	Equipment	$	187,384		$	165,518
	Automobiles		20,926			20,926
	Computer Software		9,858			-
	Leasehold Improvements		88,937				-
	Less:  accumulated depreciation		(53,002	)		-4,724
	Property and Equipment, Net	$	254,103		$	181,720

Note_13_STOCKHOLDERS_DEFICIT_T

Note 13 - STOCKHOLDERS' DEFICIT (Tables)	9 Months Ended
	Sep. 30, 2014
Note 13 - Stockholders Deficit Tables	'
Changes in warrants outstanding and related prices	'
	The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s common stock issued to shareholders at September 30, 2014:
	Exercise Price			Number Outstanding	Warrants Outstanding Weighted Average Remaining Contractual		Weighted Average Exercise price		Number Exercisable	Warrants Exercisable Weighted Average Exercise Price
					Life (years)
	$	0.055		20,461,538	4.5		$	0.055	20,461,538	$	0.055
Warrant activity	'
			Number of			Weighted
			Shares			Average
						Price Per Share
	Outstanding at December 31, 2013			-		$	-
	Issued			20,461,538			0.055
	Exercised			-			-
	Expired			-			-
	Outstanding at September 30, 2014			20,461,538		$	0.055

GOING_CONCERN_Details_Narrativ

GOING CONCERN (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Going Concern Details Narrative	'	'	'
Incurred net losses	$9,535,593	$4,707,375	'
Working capital deficits	$5,726,923	'	$3,253,407

RESTATEMENT_Details

RESTATEMENT (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
			As Restated	Amended [Member]	Differences [Member]
Current Assets	'	'	'	'	'
Cash	$14,419	$145,778	$45,246	$44,988	$258
Accounts receivable	172,279	63,217	47,131	2,645,213	-2,598,082
Related parties receivable	'	1,052	750	'	750
Inventory	3,315	5,752	6,520	536,984	-530,464
Other current assets	112,829	3,833	'	1,009	-1,009
Marketable securities, available-for-sale	'	'	'	1,595,000	-1,595,000
Total Current Assets	468,798	359,632	99,647	4,823,194	-4,723,547
License fees receivables	'	'	'	375,000	-375,000
Security deposits	107,737	3,270	1,589	'	1,589
Intangible assets, net	259,230	324,011	345,605	345,605	'
Investments	285,573	285,573	285,573	285,573	'
Other assets	'	'	'	1,942	-1,942
Total Assets	1,375,441	1,154,206	732,414	5,831,314	-5,098,900
Current Liabilities	'	'	'	'	'
Accounts payable and accrued expenses	919,247	479,884	448,493	2,153,861	-1,705,368
Accrued expenses, related party	21,745	'	1,228,738	1,216,222	12,516
Checks in excess of bank	'	'	'	1,258,168	-1,258,168
Deferred revenue	111,562	'	2,046	'	2,046
Short-term notes payable	208,563	194,460	137,500	360,428	-222,928
Short-term related party convertible notes payable, net	6,000	12,000	12,000	12,000	'
Short-term convertible notes payable, net	2,091,152	1,139,897	35,177	35,197	-20
Derivative liability on short-term convertible notes payable	1,792,524	465,880	306,790	245,008	61,782
Total Current Liabilities	6,195,721	3,613,039	2,170,744	5,280,884	-3,110,140
Long-Term Liabilities	'	'	'	'	'
Long term convertible notes payable, net	636,697	251,406	230,944	166,925	64,019
Total Long-Term Liabilities	'	'	230,944	166,925	64,019
Total Liabilities	7,140,118	3,950,353	2,401,688	5,447,809	-3,046,121
Stockholders' Deficiency	'	'	'	'	'
Preferred Series A stock, $0.001 par value; 9,500,000 shares authorized, 1,903 and 0 shares issued and outstanding, respectively	6	2	2	2	'
Preferred Series B stock, $0.001 par value; 500,000 shares authorized, 195,000 and 0 shares issued and outstanding, respectively	487	195	195	195	'
Common stock, $0.001 par value; 490,000,000 shares authorized, 232,560,140 and 106,504,926 shares issued and outstanding, respectively	1,107,818	262,735	232,560	242,782	-10,222
Additional paid-in capital	12,875,909	7,154,225	5,840,314	5,634,977	205,337
Accumulated other comprehensive income	'	'	'	705	-705
Accumulated deficit	-19,748,897	-10,213,304	-7,742,345	-5,495,156	-2,247,189
Total Stockholders' Deficiency	-5,764,677	-2,796,147	-1,669,274	383,505	-2,052,779
Total Liabilities and Stockholders' Deficiency	$1,375,441	$1,154,206	$732,414	$5,831,314	($5,098,900)

RESTATEMENT_Details_1

RESTATEMENT (Details 1) (USD $)	3 Months Ended		9 Months Ended		3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Mar. 31, 2014	Sep. 30, 2013
					As Restated	As Restated	Amended [Member]	Amended [Member]	Differences [Member]	Differences [Member]
Product sales revenue	$227,978	$106,041	$675,627	$274,415	$106,041	$274,415	$2,076,130	$3,753,818	($1,970,089)	($3,479,403)
Service revenue	97,923	71,483	704,556	160,121	71,483	160,121	3,254,310	4,017,934	-3,182,827	-3,857,813
Revenue from license fees	'	'	'	'	'	'	'	525,000	'	-525,000
Total Revenues	325,901	177,524	1,380,183	434,536	177,524	434,536	5,330,440	8,296,752	-5,152,916	-7,862,216
Cost of goods sold	110,398	105,755	906,437	249,639	105,755	249,639	3,999,856	6,536,621	-3,894,101	-6,286,982
Gross Margin	215,503	71,769	473,746	184,897	71,769	184,897	1,330,584	1,760,131	-1,258,815	-1,575,234
OPERATING EXPENSES	'	'	'	'	'	'	'	'	'	'
Officer and director compensation	-139,094	313,590	42,976	538,107	313,590	538,107	317,709	556,340	-4,119	-18,233
Professional fees	171,538	1,532,155	4,097,376	2,071,249	1,532,155	2,071,249	1,958,179	2,542,605	-426,024	-471,356
Impairment in available for sale securities	'	715,000	'	1,445,000	715,000	1,445,000	'	'	715,000	1,445,000
General and administrative	525,030	101,107	1,775,299	345,135	101,107	345,135	665,833	747,918	-564,726	-402,783
Total Operating Expenses	638,493	2,661,852	7,836,322	4,399,491	2,661,852	4,399,491	2,941,721	3,846,863	-279,869	552,628
Loss from Operations	-422,990	-2,590,083	-7,362,576	-4,214,594	-2,590,083	-4,214,594	-1,611,137	-2,086,732	-978,946	-2,127,862
Other Income/(Expenses)	'	'	'	'	'	'	'	'	'	'
Interest expense	-116,575	-78,651	-470,929	-247,679	-78,651	-247,679	-599,712	-816,060	521,061	568,381
Gain (loss) on derivative liability	336,949	-288,319	-1,616,831	-245,245	-288,319	-245,245	386,522	438,990	-674,841	-684,235
Foreign currency transaction gain	'	'	'	'	'	'	'	5,149	'	-5,149
Total Other Income/(Expenses)	220,599	-366,970	-2,091,194	-492,924	-366,970	-492,924	-213,190	-371,921	-153,780	-121,003
Loss from Operations before Income Taxes	'	'	'	'	-2,957,053	-4,707,518	-1,824,327	-2,458,653	-1,132,726	-2,248,865
Provision for Income Taxes	'	'	'	'	'	'	'	'	'	'
Net Loss from Continuing Operations	-202,391	-2,957,053	-9,453,770	-4,707,518	-2,957,053	-4,707,518	-1,824,327	-2,458,653	-1,132,726	-2,248,865
Loss from Discontinued Operations, net of Income Taxes	6,275	-3,500	-81,823	143	-3,500	143	'	'	-3,500	143
Net Loss	-196,116	-2,960,553	-9,535,593	-4,707,375	-2,960,553	-4,707,375	-1,824,327	-2,458,653	-1,136,226	-2,248,722
Other Comprehensive Income	'	'	'	'	'	'	'	'	'	'
Foreign currency translation adjustments	'	'	'	'	'	'	191	705	-191	-705
Total Other Comprehensive Income	'	'	'	'	($2,960,553)	($4,707,375)	($1,824,136)	($2,457,948)	($1,136,417)	($2,249,427)
Basic and Diluted Loss per Share from Continuing Operations	$0	($0.01)	($0.02)	($0.03)	($0.01)	($0.03)	($0.01)	($0.01)	$0	($0.02)
Basic and Diluted Loss per Share from Discontinued Operations	$0	$0	$0	$0	$0	$0	$0	$0	$0	$0
Net loss per share - Basic and Diluted	$0	($0.01)	($0.02)	($0.03)	($0.01)	($0.03)	($0.01)	($0.01)	$0	($0.02)
Weighted average number of shares outstanding during the period - Basic and Diluted	587,232,178	228,588,198	426,339,609	166,317,420	228,588,198	166,317,420	218,801,511	170,554,213	9,786,687	-4,236,793

RESTATEMENT_Details_2

RESTATEMENT (Details 2) (USD $)	3 Months Ended		9 Months Ended		3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Mar. 31, 2014	Sep. 30, 2013
					As Restated	As Restated	Amended [Member]	Amended [Member]	Differences [Member]	Differences [Member]
Cash Flows From Operating Activities:	'	'	'	'	'	'	'	'	'	'
Net loss	($202,391)	($2,957,053)	($9,453,770)	($4,707,518)	($2,957,053)	($4,707,518)	($1,824,327)	($2,458,653)	($1,132,726)	($2,248,865)
Adjustments to reconcile net loss to net cash used in operations	'	'	'	'	'	'	'	'	'	'
Currency translation gain	'	'	'	'	'	'	'	-5,149	'	5,149
Amortization of debt discount	'	'	'	'	'	158,843	'	128,578	'	30,265
Origination interest on derivative liability	'	'	'	'	'	10,556	'	553,176	'	-542,620
Change in derivative liability	'	'	1,616,832	'	'	245,245	'	-438,990	'	684,235
Debt issued for services	'	'	'	'	'	'	'	17,417	'	-17,417
Common stock issued for services	'	'	871,345	'	'	2,104,255	'	2,143,125	'	-38,870
Bad debt provision	'	'	2,036	'	'	2,700	'	'	'	2,700
Contributed capital	'	'	'	'	'	95,420	'	'	'	95,420
Convertible notes payable executed for services	'	'	191,140	'	'	117,940	'	'	'	117,940
Loss on conversion of debt	'	'	3,659	'	'	43,970	'	'	'	43,970
Impairment in available for sale securities	'	715,000	'	1,445,000	715,000	1,445,000	'	'	715,000	1,445,000
Amortization expense	'	'	'	'	'	21,594	'	21,593	'	1
Provision for allowance on A/R	'	'	'	'	'	'	'	-28,177	'	28,177
Changes in operating assets and liabilities:	'	'	'	'	'	'	'	'	'	'
(Increase)/Decrease in accounts and other receivables	'	'	111,098	'	'	49,831	'	-2,559,198	'	2,509,367
(Increase)/Decrease in related parties receivable	'	'	1,052	'	'	-750	'	'	'	-750
(Increase)/Decrease in other current assets	'	'	-1,004	'	'	'	'	1,028	'	-1,028
(Increase)/Decrease in inventory	'	'	-2,437	'	'	6,520	'	-531,320	'	524,800
(Increase)/Decrease in license fees receivable	'	'	'	'	'	'	'	-525,000	'	525,000
Increase/(Decrease) in accounts payable and accrued expenses	'	'	533,609	'	'	309,735	'	1,955,440	'	-1,645,705
Increase/(Decrease) in accrued expenses - related party	'	'	-570,059	'	'	322,271	'	281,487	'	40,784
Increase/(Decrease) in checks in excess of bank	'	'	'	'	'	'	'	1,247,242	'	-1,247,242
Increase/(Decrease) in deferred revenue	'	'	111,562	'	'	2,046	'	'	'	2,046
Net Cash Used In Continuing Operating Activities	'	'	-1,292,665	'	'	114,956	'	-197,401	'	312,357
Net Cash Provided by Discontinued Operating Activities	'	'	-81,823	'	'	143	'	'	'	143
Net Cash Used in Operating Activities	'	'	-1,374,488	'	'	115,099	'	-197,401	'	312,500
CASH FLOWS FROM INVESTING ACTIVITIES:	'	'	'	'	'	'	'	'	'	'
Payments towards security deposits	'	'	-104,467	'	'	-1,589	'	'	'	-1,589
Cash acquired with purchase of subsidiary	'	'	'	'	'	'	'	42,549	'	-42,549
Payments towards intangible assets	'	'	'	'	'	247,153	'	'	'	-247,153
Net Cash Used In Continuing Investing Activities	'	'	-225,128	'	'	-248,742	'	42,549	'	-291,291
Net Cash Used In Discontinued Investing Activities	'	'	'	'	'	'	'	'	'	'
Net Cash Used In Investing Activities	'	'	-225,128	'	'	-248,742	'	42,549	'	-291,291
Cash Flows From Financing Activities:	'	'	'	'	'	'	'	'	'	'
Proceeds from notes payable	'	'	'	'	'	178,750	'	187,500	'	-8,750
Expenses paid on behalf of Company	'	'	'	'	'	'	'	11,977	'	-11,977
Net Cash Provided by Continuing Financing Activities	'	'	1,468,257	'	'	178,750	'	199,477	'	-20,727
Net Cash Provided by Discontinued Financing Activities	'	'	'	'	'	'	'	'	'	'
Net Cash Provided by Financing Activities	'	'	1,468,257	'	'	178,750	'	199,477	'	-20,727
Effects of exchange rates on cash	'	'	'	'	'	'	'	224	'	-224
Net Increase / (Decrease) in Cash	'	'	-131,359	'	'	45,107	'	44,849	'	258
Cash and cash equivalents, beginning of period	'	'	145,778	'	'	139	'	139	'	'
Cash and cash equivalents, end of period	14,419	'	14,419	'	45,246	45,246	44,988	44,988	'	258
Supplemental disclosure of cash flow information:	'	'	'	'	'	'	'	'	'	'
Cash paid for interest	'	'	70,999	'	'	'	'	'	'	'
Cash paid for taxes	'	'	'	'	'	'	'	'	'	'
Supplemental disclosure of non-cash investing and financing activities:	'	'	'	'	'	'	'	'	'	'
Debt discounts on convertible notes payable	'	'	'	'	'	419,550	'	151,026	'	268,524
Preferred stock issued for marketable securities	'	'	'	'	'	'	'	1,445,000	'	-1,445,000
Preferred stock issued for acquisition of subsidiary	'	'	'	'	'	'	'	27,256	'	-27,256
Preferred stock issued for cost method of investment	'	'	'	'	'	27,273	'	27,273	'	'
Common stock issued for cost method of investment	'	'	'	'	'	258,300	'	258,300	'	'
Common stock issued for intangible assets	'	'	'	'	'	'	'	97,014	'	-97,014
Preferred stock issued for conversion of debt	'	'	'	'	'	'	'	71,538	'	-71,538
Common stock issued for conversion of debt	'	'	'	'	'	120,723	'	342,865	'	-222,142
Issuance of preferred stock series B as payment towards accrued expenses, related parties	'	'	'	'	'	195,000	'	'	'	195,000
Issuance of common stock as payment towards accounts payable and accrued expenses, related parties	'	'	'	'	'	106,473	'	'	'	106,473
Convertible notes payable executed for accounts payable and accrued expenses	'	'	'	'	'	112,284	'	'	'	112,284
Intangible assets from investment in Surf	'	'	'	'	'	$120,046	'	'	'	$120,046

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Derivative liabilities	($2,082,712)	($465,880)
Level 1 [Member]	'	'
Derivative liabilities	'	'
Level 2 [Member]	'	'
Derivative liabilities	'	'
Level 3 [Member]	'	'
Derivative liabilities	($2,082,712)	($465,880)

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	9 Months Ended
	Sep. 30, 2014
Automobiles and Equipment [Member]	'
Estimated useful lives of the assets	'5 years
Computer Software [Member]	'
Estimated useful lives of the assets	'3 years
Leasehold Improvements [Member]	'
Estimated useful lives of the assets	'3 years

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Summary Of Significant Accounting Policies Details 2	'	'
Income tax benefit at Federal statutory rate of 44%	($3,039,538)	($556,480)
State Income tax benefit, net of Federal effect	-842,146	-154,180
Permanent and other differences	'	'
Change in valuation allowance	3,881,684	710,660
Total	'	'

SUMMARY_OF_SIGNIFICANT_ACCOUNT3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $)	Sep. 30, 2014	Jun. 30, 2013
Summary Of Significant Accounting Policies Details 3	'	'
Fixed assets	$219	'
Allowance for doubtful accounts	893	1,184
Valuation allowance	-1,112	-1,184
Total	'	'

SUMMARY_OF_SIGNIFICANT_ACCOUNT4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Cash and cash equivalents	$14,419	'	$145,778
Commitments or contingencies	0	'	0
Pre-reverse split shares	27,766,004,614	'	'
Depreciation	48,278	0	'
Share-based expense	1,658,442	0	'
Allowance for doubtful accounts	0	'	2,700
Amortization of intangible assets	64,781	'	'
Deferred income tax assets	1,112	'	'
Net operating losses	$6,919,000	'	'
Net operating losses expiry period	'2032	'	'
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer A [Member]	'	'	'
Concentration of Credit Risk, SURF	28.50%	'	'
Concentration of Credit Risk, EWS-C	60.00%	'	'
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer B [Member]	'	'	'
Concentration of Credit Risk, SURF	25.52%	'	'
Concentration of Credit Risk, EWS-C	21.04%	'	'
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer C [Member]	'	'	'
Concentration of Credit Risk, SURF	11.38%	'	'
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member]	'	'	'
Concentration of Credit Risk, SURF	40.48%	'	'
Concentration of Credit Risk, EWS-C	50.71%	'	'
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer D [Member]	'	'	'
Concentration of Credit Risk, SURF	18.49%	'	'
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer C [Member]	'	'	'
Concentration of Credit Risk, EWS-C	11.31%	'	'

RESTRICTED_CASH_HELD_IN_ESCROW

RESTRICTED CASH HELD IN ESCROW (Details Narrative) (USD $)	Sep. 30, 2014
Restricted Cash Held In Escrow Details Narrative	'
Escrow	$140,000

DEFERRED_FINANCING_COSTS_Detai

DEFERRED FINANCING COSTS (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Deferred Financing Costs Details Narrative	'	'
Convertible promissory notes	$54,000	'
Amortization of deferred financing costs	34,544	'
Deferred financing costs	$25,956	'

PROPERTY_AND_EQUIPMENT_Details

PROPERTY AND EQUIPMENT (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Less: accumulated depreciation	($53,002)	($4,724)
Property and Equipment, Net	254,103	181,720
Equipment [Member]	'	'
Property and Equipment, Gross	187,384	165,518
Automobiles [Member]	'	'
Property and Equipment, Gross	20,926	20,926
Computer Software [Member]	'	'
Property and Equipment, Gross	9,858	'
Leasehold Improvements [Member]	'	'
Property and Equipment, Gross	$88,937	'

PROPERTY_AND_EQUIPMENT_Details1

PROPERTY AND EQUIPMENT (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Property And Equipment Details Narrative	'	'
Depreciation expense	$48,278	$0

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Related Party Transactions Details Narrative	'	'
Interest expense on related party convertible note payable	$769	$1,077
Accrued interest on related party convertible notes payable	3,906	2,774
Payable to related party	31,610	'
Accrued officers compensation	564,735	'
Accrued compensation to former officers	566,825	'
Accrued officer and director compensation	$919,133	'

NOTES_AND_LOANS_PAYABLE_Detail

NOTES AND LOANS PAYABLE (Details Narrative) (USD $)

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2014

Dec. 31, 2013

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Convertible Note Payable October 28, 2011 [Member]

Convertible Note Payable October 28, 2011 [Member]

Convertible Promissory Note July 25, 2014 [Member]

Convertible Promissory Note August 22, 2014 [Member]

Convertible Promissory Note February 6, 2014 [Member]

Convertible Promissory Note December 9, 2013 [Member]

Convertible Promissory Note July 29, 2014 [Member]

Convertible Promissory Note July 29, 2014 One [Member]

Convertible Promissory Note August 27, 2013 [Member]

Convertible Promissory Note August 27, 2013 [Member]

Convertible Promissory Note Payable July 15, 2013 [Member]

Convertible Promissory Note Payable June 3, 2013 [Member]

Convertible Promissory Note Payable June 3, 2013 [Member]

Convertible Promissory Note March 12, 2014 [Member]

Convertible Note Payable February 8, 2013 [Member]

Promissory Note [Member]

Line of Credit [Member]

Line of Credit [Member]

Convertible Promissory Note August 27, 2012 [Member]

Convertible promissory note 3 [Member]

Convertible promissory note 3 [Member]

Convertible Note Payable December 31, 2012 [Member]

Convertible Note Payable December 31, 2012 [Member]

Unrelated Third Party [Member]

Unrelated Third Party [Member]

Unrelated Third Party [Member]

Accrued interest

'

'

$3,806

$2,411

'

'

'

'

'

'

'

'

'

'

'

'

'

$403

$18,667

$8,167

'

'

'

'

'

Interest expense

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

7,714

10,500

14,000

'

'

'

'

'

Payment made by noteholder

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

95,000

'

'

'

'

Consideration received on date of execution

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

10,556

'

'

'

'

Derivative liabilities

-2,082,712

-465,880

'

'

223,206

43,033

'

75,362

'

'

55,751

'

'

60,352

'

'

'

'

'

'

'

'

402,675

'

'

Debt discounts

'

'

'

'

'

'

'

'

'

'

27,500

14,900

0

32,500

0

11,240

73,162

'

'

'

'

'

105,556

5,121

283

Amortization of debt discounts of notes

'

'

'

'

'

'

'

'

'

'

'

12,600

32,500

'

32,500

6,177

40,959

'

'

'

'

45,982

'

17,493

7,820

Convertible promissory notes

54,000

'

'

'

'

'

'

'

271,420

271,420

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Payments to company consideration

'

'

'

'

'

'

225,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Principal amount paid

'

'

'

'

'

'

$13,500

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

DERIVATIVE_LIABILITY_Details_N

DERIVATIVE LIABILITY (Details Narrative) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Value of the derivate feature of the warrants	$464,456	'	$464,456	'	'
Dividend Yield	'	'	0.00%	'	0.00%
Risk Free Rate	'	'	'	'	0.13%
Volatility	'	'	192.53%	'	232.29%
Years to Maturity Minimum	'	'	'1 month 13 days	'	'3 months 15 days
Years to Maturity Maximum	'	'	'1 year 8 months 23 days	'	'8 months 12 days
Derivative liability before increment	1,612,523	'	1,612,523	'	404,335
Derivative liability after increment	2,078,403	'	2,078,403	'	465,880
Long term derivative liabilities	285,879	'	285,879	'	'
Net expense	638,493	2,661,852	7,836,322	4,399,491	'
Maximum [Member]	'	'	'	'	'
Risk Free Rate	'	'	0.13%	'	'
Minimum [Member]	'	'	'	'	'
Risk Free Rate	'	'	0.58%	'	'
Detachable Warrants [Member]	'	'	'	'	'
Value of the derivate feature of the warrants	4,309	'	4,309	'	'
Dividend Yield	'	'	0.00%	'	'
Risk Free Rate	'	'	1.78%	'	'
Volatility	'	'	192.53%	'	'
Years to Maturity Minimum	'	'	'4 years 6 months	'	'
Net expense	'	'	$4,309	'	'

STOCKHOLDERS_DEFICIT_Details

STOCKHOLDERS' DEFICIT (Details) (USD $)	9 Months Ended
	Sep. 30, 2014
Stockholders Deficit Details	'
Exercise Prices	$0.06
Number Outstanding	20,461,538
Weighted Average Remaining Contractual Life	'4 years 6 months
Weighted Average Exercise price	$0.06
Number Exercisable	20,461,538
Warrants Exercisable Weighted Average Exercise price	$0.06

STOCKHOLDERS_DEFICIT_Details_1

STOCKHOLDERS' DEFICIT (Details 1) (USD $)	9 Months Ended
	Sep. 30, 2014
Shares	'
Shares Outstanding, Beginning	'
Shares Issued	20,461,538
Shares Exercised	'
Shares Expired	'
Shares Outstanding, Ending	20,461,538
Weighted Average Exercise Price	'
Outstanding, Beginning	'
Granted	$0.06
Cancelled	'
Exercised	'
Outstanding, Ending	$0.06

STOCKHOLDERS_DEFICIT_Details_N

STOCKHOLDERS' DEFICIT (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Common stock, shares issued	1,107,817,477	262,734,973
Common stock, shares outstanding	1,107,817,477	262,734,973
Common stock shares retired	2,493,720	'
Series B [Member]	'	'
Series A Preferred Stock issued for services, Shares	292,500	'
Series A Preferred Stock issued for services, Value	292,500	'
Series A [Member]	'	'
Convertible preferred stock shares issued	5,516	1,903
Convertible preferred stock shares outstanding	5,516	1,903
Series A Preferred Stock issued for services, Shares	4,975	'
Series A Preferred Stock issued for services, Value	2,817,100	'
Series A Preferred Stock issued to related party for debt, Shares	95	'
Series A Preferred Stock issued to related party for debt, Value	58,389	'
Series A Preferred Stock converted into common stock, Shares	1,457	'
Common stock issued on conversion of Series A preferred stock, Shares	34,335,047	'
Common stock issued to Series A preferred stock stockholders, Shares	34,335,047	'
Series A preferred stock conversion into common stock, Shares	1,457	'
Series B [Member]	'	'
Convertible preferred stock shares issued	487,500	195,000
Convertible preferred stock shares outstanding	487,500	195,000
Services [Member]	'	'
Stock issued, shares	98,864,344	'
Stock Issued Price Minimum Range	0.0003	'
Stock Issued Price Max Range	0.0425	'
Stock issued, Value	871,347	'
Settlement of Debt [Member]	'	'
Stock issued, shares	632,140,419	'
Stock Issued Price Minimum Range	0.002	'
Stock Issued Price Max Range	0.0391	'
Stock issued, Value	716,284	'
Stock Based Compensation [Member]	'	'
Stock issued, shares	73,236,414	'
Stock Issued Price Minimum Range	0.0061	'
Stock Issued Price Max Range	0.0279	'
Stock issued, Value	1,658,442	'
Cash [Member]	'	'
Stock issued, shares	9,000,000	'
Stock Issued Price Minimum Range	0.0132	'
Stock Issued Price Max Range	0.0207	'
Stock issued, Value	153,000	'