Attis Industries (ATIS) 10-Q 16 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 16, 2015
License Agreement Fee Charged Percent Of Sales
Entity Registrant Name	Meridian Waste Solutions, Inc.
Entity Central Index Key	949,721
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Is Entity a Well-known Seasoned Issuer?	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		17,658,644
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

Consolidated Balance Sheet (Una

Consolidated Balance Sheet (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current Assets
Cash	$ 568,542	$ 438,907
Accounts receivable, trade, net	589,201	588,479
Employee advance	11,564	37
Prepaid expenses	60,866	221,999
Other current assets	13,938	41,815
Total current assets	1,244,111	1,291,237
Property and Equipment, net of accumulated depreciation of $2,167,917 and $956,315 respectively	7,410,308	$ 7,654,765
Other Assets
Investment in related party affiliate	$ 434,532
Capitalized software		$ 434,532
Customer list, net of accumulated amortization of $3,968,778 and $1,867,660 respectively	$ 10,038,674	12,139,792
Deposits	8,303	8,303
Loan fees, net of accumulated amortization of $23,900 and $11,247 respectively	26,712	39,365
Non-compete, net of accumulated amortization of $42,500 and $20,000 respectively	107,500	130,000
Website, net of accumlated amortization of $2,320 and $232 respectively	11,600	13,688
Total other assets	10,627,321	12,765,680
Total assets	19,281,740	21,711,682
Current Liabilities
Accounts payable	678,965	449,840
Accrued expenses	307,557	67,365
Notes payable	322,141	526,585
Deferred compensation	1,110,167	729,000
Deferred revenue	2,017,449	1,929,882
Convertible notes due related parties, includes put premiums	$ 75,000	302,083
Operating line of credit and capital expenditure line of credit		1,675,160
Current portion - long term debt	$ 107,050	1,357,143
Total current liabilities	4,618,329	$ 7,037,058
Derivative liability - stock warrants	$ 557,464
Derivative liability - interest rate swap		$ 40,958
Long-term notes payable
Less: current portion - long term debt	$ 11,761,392	$ 8,826,190
Total Liabilities	16,937,185	15,904,206
Shareholders' Equity
Common stock, par value $.025, 75,000,000 shares authorized, 16,028,644 and 9,963,418 shares issued and outstanding, respectively	400,716	249,085
Treasury stock, at cost (230,000 shares)	(224,250)	(224,250)
Additional paid in capital	22,065,711	14,370,296
Accumulated deficit	(19,897,693)	(8,587,726)
Total Shareholders' Equity	2,344,555	5,807,476
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY	19,281,740	21,711,682
Preferred Series A
Shareholders' Equity
Preferred Series A stock, par value $.001, 51 shares authorized, issued and outstanding	0	0
Preferred Series B
Shareholders' Equity
Preferred Series A stock, par value $.001, 51 shares authorized, issued and outstanding	$ 71	$ 71

Consolidated Balance Sheet (Un3

Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Common stock par value (in dollars per share)	$ .025	$ .025
Common stock, shares authorized (in shares)	75,000,000	75,000,000
Common stock, shares issued (in shares)	16,028,644	9,963,418
Common stock, shares outstanding (in shares)	16,028,644	9,963,418
Preferred Series A
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	51	51
Preferred stock, shares issued (in shares)	51	51
Preferred stock, shares outstanding (in shares)	51	51
Preferred Series B
Preferred stock, par value (in dollars per share)	$ .001	$ .001
Preferred stock, shares authorized (in shares)	71,210	71,210
Preferred stock, shares issued (in shares)	71,210	71,210
Preferred stock, shares outstanding (in shares)	71,210	71,210

Consolidated Statement of Opera

Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenue
Software sales				$ 1,784
Services	$ 3,382,221	$ 3,165,708	$ 9,733,330	9,074,413
Total Revenue	3,382,221	3,165,708	9,733,330	9,076,197
Cost of Sales/Services
Cost of Sales/Services	2,104,701	2,159,803	5,989,174	5,824,298
Depreciation	398,178	349,575	1,176,561	1,065,774
Total Cost of Sales/Services	2,502,879	2,509,378	7,165,735	6,890,072
Gross Profit	$ 879,342	656,330	2,567,595	2,186,125
Expenses
Bad debt expense		10,945	2,738	13,280
Compensation and related expense	$ 326,404	415,609	8,706,809	808,002
Depreciation and amortization	759,865	723,853	2,214,390	1,211,730
Selling, general and administrative	1,185,770	328,060	2,539,620	1,459,486
Total Expenses	2,272,039	$ 1,478,467	13,463,557	$ 3,492,498
Other Income (Expenses):
Gain on disposal of asset	37,183		43,433
Miscellaneous income (loss)	2,612	$ (3,274)	20,635
Unrealized gain on change in fair value of derivative liablity	346,963		346,963
Unrealized gain on interest rate swap	30,584		40,958
Interest expense	(454,709)	$ (2,399)	(865,994)	$ (234,979)
Total Other Expenses	(37,367)	(5,673)	(414,005)	(234,979)
Net Loss before income taxes	$ (1,430,064)	$ (827,810)	$ (11,309,967)	$ (1,541,352)
Income tax expense
Net Loss	$ (1,430,064)	$ (827,810)	$ (11,309,967)	$ (1,541,352)
Basic Net Loss Per Share	$ (0.11)	$ (0.09)	$ (0.95)	$ (0.04)
Weighted Average Number of Shares Outstanding (Basic and Diluted)	12,883,855	9,054,134	11,872,759	41,563,674

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
OPERATING ACTIVITIES
Net loss from operations	$ (11,309,967)	$ (1,541,352)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and Amortization	3,363,230	$ 2,277,127
Amortization of debt discount	27,720
Stock issued to vendors for services	242,970
Stock issued to employees as incentive compensation	7,356,180
(Gain)Loss on disposal of equipment	(43,433)
(Gain) on fair value of deriviative liability	(346,963)
(Gain) on interest rate swap	(40,958)
Changes in working capital items:
Accounts receivable	(722)	$ (124,147)
Employee advance/other receivables	(11,527)	1,420
Prepaid expenses	189,010	(9,194)
Accounts payable and accrued expenses	469,319	85,632
Increase in deferred compensation	381,167	729,000
Deferred revenue	87,567	82,597
Other current liabilities	11,807	860,557
Cash flow from operating activities	375,400	$ 2,361,640
INVESTING ACTIVITIES
Proceeds from sale of equipment	$ 85,987
Acquisition of subsidiary		$ (150,000)
Purchased capitalized software		(105,057)
Cash paid for acquisition		(11,000,000)
Equipment acquired through acquisition of subsidiary		1,908,998
Purchased equipment	$ (1,022,968)	(914,738)
Cash flow from investing activities	(936,981)	(10,260,797)
FINANCING ACTIVITIES
Net proceeds from issuance of debt	12,258,645	7,689,146
Principle payments on notes payable	$ (11,567,429)	$ (876,954)
Proceeds from short term bridge financing
Cash flow from financing activities	$ 691,216	$ 6,812,192
Net change in cash	129,635	(1,086,965)
Beginning cash	438,907	1,471,131
Ending Cash	568,542	384,166
Supplemental disclosure of cash flow information:
Cash paid for interest	404,691	$ 2,000
Supplemental Non-Cash Investing and Financing Information:
Disposition of capitalized software in exchange for equal value of equity in acquiring entity	$ 434,532
Preferred stock issued in connection with acquisition of subsidiary		$ 7,121,000

1. NATURE OF OPERATIONS AND ORG

1. NATURE OF OPERATIONS AND ORGANIZATION	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
1. NATURE OF OPERATIONS AND ORGANIZATION	Nature of Operations Meridian Waste Solutions, Inc. (formerly Brooklyn Cheesecake and Desserts Company, Inc.) (the “Company”) is currently operating under two separate Limited Liability Companies; Here To-Serve Missouri Waste Division, LLC (“HTSMWD”), a Missouri Limited Liability Company and Here To Serve Georgia Waste Division, LLC (“HTSGWD”), a Georgia Limited Liability Company. In 2014, HTSMWD purchased the assets of a solid waste disposal company in the St. Louis, MO market. See Explanation of Change in Accounting Basis Organization Spinoff of Here to Serve Technology, LLC On January 7, 2015, in an effort to give investors a more concentrated presence in the waste industry the Company sold the capitalized software assets of Here to Serve Technology, LLC (HTST) to Mobile Science Technologies, Inc., a Georgia corporation (MSTI), a related party due to being owned by some of the shareholders of the Company. No gain or loss was recognized on this transaction as the Company received equity equal to book value ($434,532) of the capitalized software in the exchange. This represents approximately 15% of the equity of MSTI and is reflected in the accompanying balance sheet as “investment”. This investment is accounted for using the cost basis method (see Investment in Note 2 below). Recapitalization On October 17, 2014, Here to Serve-Missouri Waste Division, LLC, (HTSMWD) a Missouri Limited Liability Company, which is the historical business, entered into a Share Exchange Agreement with the Company and the sole member of HTSMWD whereby the Company agreed to acquire the membership interest of HTSMWD, HTST and HTSGWD in exchange for 9,054,134 shares of the Company’s common stock. This transaction was closed on October 17, 2014 and HTSMWD became wholly-owned by the Company. The Company is deemed to have issued 1,139,284 shares of common stock which represents the outstanding common shares of the Company just prior to the closing of the transaction. At closing, the Company issued 9,054,134 shares of its common stock to the sole member of HTSMWD and the shareholders of the sole member who obtained approximately 90% control and management control of the Company. The transaction was accounted for as a reverse acquisition and recapitalization of HTSMWD whereby HTSMWD is considered the acquirer for accounting purposes. The consolidated financial statements after the acquisition include the balance sheets of both companies and HTST and HTSGWD at historical cost, the historical results of HTSMWD, HTST and HTSGWD. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization (see Explanation of Membership Interest Purchase Agreement Explanation of Membership Interest Purchase Agreement On October 17, 2014, (the “Execution Date”), Meridian Waste Solutions, Inc. entered into that certain Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among Here to Serve Holding Corp., a Delaware corporation, as seller (“Here to Serve”), the Company, as parent, Brooklyn Cheesecake & Dessert Acquisition Corp., a wholly-owned subsidiary of the Company, as buyer (the “Acquisition Corp.”), the Chief Executive Officer of the Company (the “Company Executive”), the majority shareholder of the Company (the “Company Majority Shareholder”) and certain shareholders of Seller (the “Seller Shareholders”), pursuant to which the Acquisition Corp shall acquire from Here to Serve all of Here to Serve’s right, title and interest in and to (i) 100% of the membership interests of Here to Serve – Missouri Waste Division, LLC d/b/a Meridian Waste, a Missouri limited liability company (“HTS Waste”); (ii) 100% of the membership interests of Here to Serve Technology, LLC, a Georgia limited liability company (“HTS Tech”); and (iii) 100% of the membership interests of Here to Serve – Georgia Waste Division, LLC, a Georgia limited liability company (“HTS Waste Georgia”, and together with HTS Waste and HTS Tech, collectively, the “Membership Interests”). As consideration for the Membership Interests, (i) the Company shall issue to Here to Serve 9,054,134 shares of the Company’s common stock, (the “Common Stock”); (ii) the Company shall issue to the holder of Class A Preferred Stock of Here to Serve (“Here to Serve’s Class A Preferred Stock”) 51 shares of the Company’s to-be-designated Class A Preferred Stock (the “Class A Preferred Stock”), which Class A Preferred Stock shall have the rights and preferences as described in the Purchase Agreement. See Note 6 below; (iii) the Company shall issue to the holder of Class B Preferred Stock of Here to Serve (Here to Serve’s Class B Preferred Stock”) an aggregate of 71,120 shares of the Company’s to-be-designated Class B Preferred Stock (the “Class B Preferred Stock”), (the Common Stock, the Class A Preferred Stock and the Class B Preferred Stock are referred to as the “Purchase Price Shares;”), and (iv) the Company shall assume certain assumed liabilities (the “Initial Consideration”). As further consideration, at the closing of the transaction contemplated under the Purchase Agreement, (i) in satisfaction of all accounts payable and shareholder loans, Here to Serve will pay to Company Majority Shareholder $70,000 and (ii) the Company purchased from the then Company Majority Shareholder 230,000 shares of the Company’s common stock for a purchase price of $230,000. Pursuant to the Purchase Agreement, to the extent Purchase Price Shares are issued to individual shareholders of Here to Serve at or upon closing of the Purchase Agreement: (i) shares of common stock of Here to Serve held by the individuals will be cancelled (ii) 1,000,000 shares of Here to Serve’s Class A Preferred Stock will be cancelled; and (iii) 71,120 shares of Here to Serve’s Class B Preferred Stock will be cancelled (the “Additional Consideration”). On October 17, 2014, the directors and majority shareholders of the Company approved the Purchase Agreement and the transactions contemplated under the Purchase Agreement. The directors of Here to Serve and the Here to Serve Shareholders approved the Purchase Agreement and the transactions contemplated thereunder. This closing of the Purchase Agreement results in a change of control of the Company and the Company changed its business plan to that of HTSMWD. Explanation of Change in Accounting Basis The merger of Here to Serve Holding Corp. (Here to Serve), a Delaware Corporation, and Meridian Waste Services, LLC became effective May 15, 2014. The merger was accounted for by Here to Serve using business combination accounting. Under this method, the purchase price paid by the acquirer is allocated to the assets acquired and liabilities assumed as of the acquisition date based on the fair value. By the application of “push-down” accounting, our assets, liabilities and equity were accordingly adjusted to fair value on May 15, 2014. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. At the time of merger Here to Serve was a company with nominal operations whereas Meridian Waste Services, LLC consisted of the active and carry-forward business. Accordingly Meridian Waste Services, LLC is deemed to be the predecessor entity and as such is presented as the comparable financial statements. As such our financial statements are presented in two distinct periods to indicate the application of two different basis of accounting. The Statement of Operations and Statement Cash Flows for the periods ending September 30, 2014 represent the results of operation of Meridian Waste Services, LLC, the predecessor and are presented for comparison purposes. Also, see Note 5 – Acquisition below.

2. SUMMARY OF SIGNIFICANT ACCOU

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Accounting Basis The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. The unaudited consolidated financial statements and notes included herein should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2014 included in our Annual Report on Form 10-K filed with the SEC on April 15, 2015. In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of September 30, 2015 , and the results of operations and cash flows for the three and nine months ending September 30, 2015 are not necessarily indicative of the results to be expected for a full year. Basis of Consolidation The consolidated financial statements for the nine months ending September 30, 2015 include the operations of the Company and its wholly-owned subsidiary Here to Serve-Missouri Waste Division, LLC. The consolidated financial statements for the year ended December 31, 2014 include the operations of the Company and its wholly-owned subsidiaries, Here To Serve-Missouri Waste Division, LLC and Here To Serve Technology, LLC (See Note 1 above for information related to the spinoff of Here To Serve Technology, LLC.) The other subsidiary of the Company, Here To Serve Georgia Waste Division, LLC had no operations during the period. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, other liabilities, accrued interest, notes payable, and an amount due to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. Impairment of long-lived assets The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the nine months ending September 30, 2015, the Company experienced no losses due to impairment. Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. The Company has adopted ASC 740-10-25 Definition of Settlement, Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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 the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of stock-based compensation, the allowance for doubtful accounts, the useful life of property and equipment, derivative liabilities and deferred tax and valuation allowance.. Accounts Receivable At September 30, 2015 the Company had $624,431 of gross trade receivables. At December 31, 2014, the Company had $659,646 of gross trade receivables. Allowance for Doubtful Accounts The Company provides an allowance for doubtful accounts equal to the estimated collection losses that will be incurred in collection of receivables related to residential customers and commercial project invoices. The estimated losses are based on managements’ evaluation of outstanding accounts receivable at the end of the accounting period. At September 30, 2015, an allowance of $35,230 was recorded. At December 31, 2014, the Company had an allowance of $71,167. Intangible Assets Intangible assets consist of assets acquired and costs incurred in connection with the development of the Company’s capitalized software. See note below. The Company also has intangible assets related to the purchase of Meridian Waste Services, LLC. See Note 4 below. These intangibles assets are amortized over periods between 3 and 5 years. Investment The Company has an investment in a privately held corporation in the mobile apps industry. As the Company does not exercise significant influence on this entity, this investment is recorded using the cost method of accounting. The Company monitors this investment for impairment and makes appropriate reductions in the carrying value if the Company determines that an impairment charge is required based primarily on the financial condition and near-term prospect of this entity. Capitalized Software The Company acquired a software product that is under further development. This asset was being amortized over a three to five year period using the straight-line method of depreciation for book purposes beginning when the software is completed. The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgement by management with respect to certain external factors such as anticipated future revenue, estimated economic life and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized over the remaining estimated economic life of the product. For the year ended December 31, 2014, the Company has capitalized costs associated with the development of several mobile science technology products and mobile apps that has not been placed into service. The assets were disposed of in the Spinoff discussed in Note 1 above. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. Revenue Recognition The Company recognizes revenue when there is persuasive evidence of that an arrangement exists, the revenue is fixed or determinable, the products are fully delivered or services have been provided and collection is reasonably assured. The majority of the Company’s revenues are generated from the fees charged for waste collection, transfer, disposal and recycling. The fees charged for our services are generally defined in service agreements and vary based on contract-specific terms such as frequency of service, weight, volume and the general market factors influencing a region’s rate. Deferred Revenue The Company’s Missouri Waste Division bills one month in advance for the following three months. The balance in deferred revenue represents amounts billed in July, August and September for services that will be provided during October, November and December. Cost of Services Cost of services include all employment costs associated with waste collection, transfer and disposal, damage claims, landfill costs, personal property taxes associated with collection vehicles and other direct costs of the collection and disposal process. Concentration of Credit Risks The Company maintains its cash and cash equivalents in bank deposit accounts, which could, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. Financial instruments which also potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company’s subsidiary, HTSMWD has two municipal contracts that account for a significant portion of the Company’s long-term contracted revenue. One contract accounted for 28% and 27% and the other accounted for 19% and 18% of HTS Waste’s long-term contracted revenue for the three months ended September 30, 2015 and 2014 respectively. One contract accounted for 29% and 28% and the other accounted for 20% and 19% of HTS Waste’s long-term contracted revenue for the six months ended September 30, 2015 and 2014 respectively. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. A diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2015 the Company had a series of convertible notes outstanding that could be converted into approximately 253,620 common shares. Also, in connection with the debt refinancing (see Note 6 below), stock warrants were issued for 1,293,022 common shares. These are not presented in the statement of operations since the company incurred a loss and the effect of these shares is anti- dilutive. Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. The Company recorded stock based compensation expense of $7,599,150 during the nine months ended September 30, 2015. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

3. OTHER CURRENT ASSETS

3. OTHER CURRENT ASSETS	9 Months Ended
	Sep. 30, 2015
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
3. OTHER CURRENT ASSETS	Other current assets are refundable deposits owned by HTSMWD.

4. PROPERTY AND EQUIPMENT

4. PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2015
Property, Plant and Equipment [Abstract]
4. PROPERTY AND EQUIPMENT	Property and equipment, including purchased and developed software is recorded at cost. The Company has depreciated or amortized these assets using the straight-line method over the useful lives of the asset. The useful lives are estimated to be between 2 and 7 years. Property and equipment consisted of the following: September 30, 2015 December 31, 2014 Furniture & office equipment $ 249,387 $ 240,102 Containers 3,408,391 2,847,205 Trucks 5,920,447 5,523,773 Total Property and Equipment 9,578,225 8,611,080 Less: Accumulated Depreciation (2,167,917 ) (956,315 ) Net Property and Equipment $ 7,410,308 $ 7,654,765 Depreciation Expense for the nine months ending September 30, 2015 and 2014 was $1,224,871 and $1,090,687, respectively.

5. INTANGIBLE ASSETS AND ACQUIS

5. INTANGIBLE ASSETS AND ACQUISITION	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
5. INTANGIBLE ASSETS AND ACQUISITION	On May 15, 2014, the Company, in order to establish a presence in the solid waste disposal industry, entered into an asset purchase agreement by and among the Company, HTSMWD, Meridian Waste Services, LLC (“MWS”) and the members of MWS, pursuant to which HTSMWD acquired certain assets and liabilities of MWS, in exchange for $11,000,000 cash, 13,191,667 shares of Class A Common Stock of HTSHC and 71,210 shares of Series B Cumulative Convertible Preferred Stock of HTSHC. The acquisition was accounted for by Here to Serve using business combination accounting. Under this method, the purchase price paid by the acquirer is allocated to the assets acquired and liabilities assumed as of the acquisition date based on the fair value. By the application of “push-down” accounting, our assets, liabilities and equity were accordingly adjusted to fair value on May 15, 2014. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. The purchase of MWS included the acquisition of assets of $22,175,706 and liabilities of $2,075,956. The aggregate purchase price consisted of the following: Cash $ 11,000,000 Estimated value of common stock issued to sellers 1,978,750 Estimated value of preferred stock issued to sellers 7,121,000 $ 20,099,750 The following table summarizes the estimated fair value of MWS assets acquired and liabilities assumed at the date of acquisition: Accounts receivable $ 632,322 Prepaid expenses 123,544 Deposits 8,303 Containers 2,710,671 Furniture and equipment 299,450 Trucks 4,243,964 Customer lists 14,007,452 Non-compete agreement 150,000 Accounts payable and accrued expenses (54,387 ) Notes payable (143,464 ) Deferred revenue (1,878,105 ) $ 20,099,750 Intangible Assets The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization: September 30, 2015 Remaining Accumulated Net Carrying Useful Life Cost Amortization Value Customer list 3.75 years $ 14,007,452 $ 3,968,778 $ 10,038,674 Loan fees 1.75 years 50,613 23,901 26,712 Non compete agreement 3.75 years 150,000 42,500 107,500 Website 4.25 years 13,920 2,320 11,600 $ 14,221,985 $ 4,037,499 $ 10,184,486 Amortization expense amounted to $2,138,359 and $1,186,817 for the nine months ending September 30, 2015 and 2014, respectively

6. NOTES PAYABLE AND CONVERTIBL

6. NOTES PAYABLE AND CONVERTIBLE NOTES	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
6. NOTES PAYABLE AND CONVERTIBLE NOTES	The Company issued two promissory notes to related parties during the year ended December 31, 2014. These notes totaled $125,000 and are generally convertible into common stock of the Company at discounts of 20 % to 25% of the lowest average trading prices for the stock during periods five to one day prior to the conversion date. These notes bears interest at 10% to 12%, are unsecured, and matures within one year of the date issued. The notes were issued to provide working capital for the Company. These notes are considered a stock settled debt in accordance with ASC 480 since any future stock issued upon conversion will have a fixed monetary value. Due to the conversion feature included in the notes, the Company has recorded a premium on the notes totaling $31,250 as of December 31, 2014. This amount has been charged to interest expense by the Company. In previous periods the Company issued two other notes to other related parties. These notes totaled $110,000 and are generally convertible into common stock of the Company at discounts of 20% to 25% of the lowest average trading prices for the stock during periods five to one day prior to the conversion date. These notes bear interest at 10% to 12%, are unsecured, and mature within one year of the date issued. The notes were issued to provide working capital for the Company. These notes are considered a stock settled debt in accordance with ASC 480 since any future stock issued upon conversion will have a fixed monetary value. Due to the conversion feature included in the notes, the Company has recorded a premium on the notes totaling $35,833 as of December 31, 2014. This amount has been charged to interest expense by the Company. At September 30, 2015 the Company had $75,000 in convertible notes to related parties which includes $15,000 in put premiums. At December 31, 2014 the Company had a short term, non-interest bearing note payable of $150,000 which was incurred in connection with the Membership Interest Purchase Agreement The Company had the following long-term debt September 30, 2015 December 31, 2014 Debt payable to Comerica Bank, senior debt $ - $ 8,708,333 Debt payable to Praesidian Capital Opportunity Fund III, senior lender 7,815,529 - Debt payable to Praesidian Capital Opportunity Fund III-A, senior lender 3,029,471 - Equipment loans 425,149 - Notes payable to seller of Meridian, subordinated debt 1,475,000 1,475,000 Less: debt discount (876,707 ) - Total debt 11,868,442 10,183,333 Less: current portion (107,050 ) (1,357,143 ) Long term debt less current portion $ 11,761,392 $ 8,826,190 The debt payable to Comerica at December 31, 2014 and the Equipment loans at September 30, 2015 were the debt of Here to Serve-Missouri Waste Division, LLC, a subsidiary of the Company. On August 6, 2015, the Company refinanced its long-term debt payable to Comerica Bank. Proceeds from notes issued by the Company to Praesidian Capital Opportunity Fund III, LP and Praesidian Capital Opportunity Fund III-A, LP (together referred to as Praesidian) were $10,845,000. These funds were distributed as follows: Payoff of short term bridge financing $ 432,938 Payoff of lines of credit with Commerica Bank 1,745,799 Payoff of senior debt to Comerica Bank 7,953,433 Refinancing fees 712,830 $ 10,845,000 The debt to Praesidian matures on August 6, 2020 with interest paid monthly at an annual rate of 14%. In addition to the 14% interest rate, the Company issued to Praesidian warrants to purchase 1,293,022 shares of Common Stock of the Company. The difference between the market price and the exercise price per the warrant was recorded as debt discount and will be amortized over the term of the debt. Debt discount amortization for the nine months ended September 30, 2015 was $27,720. See Derivative Liability below. In connection with the merger with Meridian Waste Services, LLC on May 15, 2014, notes payable to the sellers of Meridian were five-year term subordinated debt loans paying interest at 8%. The Company’s Senior Secured Loan with Comerica Bank had an interest rate LIBOR plus 4.25% with a two-year term based on a seven-year amortization schedule. In addition, the Company had a working capital line of credit with Comerica Bank of $1,250,000 at 4.75% of which the Company had drawn down $1,185,081 and $1,085,160 as of August 6, 2015 and December 31, 2014, respectively. There is CAPEX line of credit of $750,000, of which the Company had drawn down $560,718 and $590,000 as of August 6, 2015 and December 31, 2014, respectively; again at 4.75% interest. Finally, during the nine months ending September 30, 2015, the Company entered into four long-term loan agreements in connection with the purchase of equipment with rates between 4% and 5%. At September 30, 2015, the balance of these four loans was $425,149. Derivative Liability - Warrants As indicated above, the Company issued warrants to purchase shares of Common Stock. Due to the put feature contained in the agreement, a derivative liability was recorded for the warrants. The Company’s derivative warrant instruments have been measured at fair value at September 30, 2015 using the Black-Scholes model. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statement of operations. The Company has used the Black-Scholes pricing model to calculate the fair value as of September 30, 2015. The Back-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future and the dividend rate. The key inputs used in the September 30, 2015 fair value calculations were as follows: September 30, 2015 Current exercise price $ 0.025 Time to expiration 8/6/2016 Risk-free interest rate 0.35 % Estimated volatility 210 % Dividend 0 Stock price on September 30, 2015 $ 0.72 Expected forfeiture rate 0 % The change in the market value for the period ending September 30, 2015 is as follows: Fair value of warrants August 6, 2015 $ 904,427 Unrealized gain on derivative liability 346,963 Fair value of warrants September 30, 2015 $ 557,464 Derivative Liability – Interest Rate Swap The Company sometimes borrows at variable rates and uses interest rate swaps as cash flow hedges of future interest payments, which have the economic effect of converting borrowings from floating rates to fixed rates. The interest rate swaps allow the Company to raise long-term borrowings at floating rates and swap them into fixed rates that are lower than those available if it borrowed at fixed rates directly. Under the interest rate swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts. At December 31, 2014, the Company had $5,414,634 of non-amortizing variable rate debt outstanding with interest payments due on a monthly basis. The note accrues interest at the 1-month LIBOR plus 4.25%. In order to hedge interest rate risk, the Company entered into an interest rate swap for a notional amount of $5,414,634 at fixed rate of 4.75%. Under the swap agreement, the Company pays the fixed rate on the $5,414,634 notional amount on a monthly basis, and receives the 1-month LIBOR plus 4.25% on a monthly basis. Payments are settled on a net basis, and the Company has effectively converted its variable-rate debt into fixed-rate debt with an effective interest rate of 4.75%. , The net settlement amount of the interest rate swap as of September 30, 2015 and December 31, 2014 was $0 and $40,958, respectively. The Company no longer has this swap as it was settled in the debt restructuring discussed above.

7. STOCK HOLDERS' EQUITY

7. STOCK HOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
7. STOCK HOLDERS' EQUITY	The Company has 75,000,000 shares of common stock authorized with a par value of $0.025 and 71,261 shares of Preferred stock with a par value of $0.001. There were 16,028,644 and 9,963,418 common shares outstanding as of September 30, 2015 and December 31, 2014, respectively. There were 71,261 of Preferred shares outstanding at September 30, 2015 and December 31, 2014. There are two classes of Preferred stock, Series A and Series B. There are 51 shares of Series A Preferred stock issued and outstanding as of September 30, 2015 and December 31, 2014. Series A stock has no conversion rights, is senior to any other class or series of capital stock of the Company and special voting rights. Each one (1) share of Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, Minus (z) the Numerator. There are 71,210 shares of Series B Preferred Stock issued and outstanding as of September 30, 2015 and December 31, 2014. Holders of Series B Preferred stock shall be entitled to receive when, as and if declared by the Board of Directors cumulative dividends at the rate of twelve percent (12%) of the Original Issue Price. The maximum potential dividend through September 30, 2015 would be $961,335. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of Series B Preferred stock shall be entitled to receive, immediately prior and in preference to any distribution to holders of the Company’s common stock, an amount per share equal to the sum of $100.00 and any accrued and unpaid dividends of the Series B Preferred Stock. Each share of Series B Preferred Stock may be converted at the option of the holder into the Company’s Common stock. The shares shall be converted using the “Conversion Formula”: divide the Original Issue Price by 75% of the average closing bid price of the Common Stock for the five (5) consecutive trading days ending on the trading day of the receipt by the Company of the notice of conversion. During the nine months ending September 30, 2015, 5,864,393 shares of common stock were issued. The fair value of the shares of common stock were based on the quoted trading price on the date of issuance. 173,550 of these shares were issued to vendors for services generating a professional fees expense of $242,970. 5,690,843 of these shares were issued to officers and employees as incentive compensation resulting in compensation expense of $7,356,180. Also, during the nine months ending September 30, 2015, 200,833 shares of common stock were issued related to the conversion of related party debt at contractual terms. Per the convertible note agreement, the shares were converted at 75% of the closing bid price on the date of conversion. The value of the debt and accrued interest converted was $247,896.

8. COMMON STOCK WARRANTS

8. COMMON STOCK WARRANTS	9 Months Ended
	Sep. 30, 2015
Common Stock Warrants
8. COMMON STOCK WARRANTS	The Company has issued and outstanding warrants for 1,293,022 common shares, as adjusted, with the current exercise price of $0.025, as adjusted, expiring August 6, 2016. A summary of the status of the Company’s outstanding common stock warrants as of September 30, 2015 and changes during the nine months ending on that date is as follows: Number of Average Warrants Exercise Price Balance at December 31, 2014 0 $ - Granted 1,293,022 0.025 Exercised - - Forfeited - - Balance at September 30, 2015 1,293,022 $ 0.025 The following table summarizes information about common stock warrants outstanding at September 30, 2015: Warrants Outstanding Warrants Exercisable Number Outstanding Number Exercisable September 30, 2015 Remaining Life Exercise Price September 30, 2015 Exercise Price 1,293,022 1.0 year $ 0.025 1,293,022 $ 0.025

9. COMMITMENTS AND CONTINGENCIE

9. COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
9. COMMITMENTS AND CONTINGENCIES	The Company has leased office space at 12540 Broadwell Rd., Suite 1203 Milton, GA 30004.

10. FAIR VALUE MEASUREMENT

10. FAIR VALUE MEASUREMENT	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
10. FAIR VALUE MEASUREMENT	The Company has adopted new guidance under ASC Topic 820, effective January 1, 2009. New authoritative accounting guidance (ASC Topic 820-10-15) under ASC Topic 820, Fair Value Measurement and Disclosures, delayed the effective date of ASC Topic 820-10 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until 2009. ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. Further new authoritative accounting guidance (ASU No. 2009-05) under ASC Topic 820, provides clarification that in circumstances in which a quoted price in an active market for the identical liabilities is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. The standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1 Level 2 Level 3 Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The following table sets forth the liabilities at September 30, 2015, which is recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (level 3) Description September 30,2015 Derivative liability $ 557,464 $ - $ - $ 557,464 Stock settled debt 75,000 60,000 - 15,000 $ 632,464 $ 60,000 $ - $ 572,464

11. LEASES

11. LEASES	9 Months Ended
	Sep. 30, 2015
Leases [Abstract]
11. LEASES	The Company’s subsidiary Here to Serve-Missouri Waste Division, LLC leases its office and warehouse facilities. The lease agreement commenced September 1, 2010 and expires August 30, 2017. This lease was assigned to the Company when the subsidiary purchased Meridian Waste Services, LLC on May 16, 2014. Future minimum lease payments at September 30, 2015 are as follows: 2015 $ 77,798 2016 278,415 2017 260,255 Thereafter - Total $ 616,468 Rent expense amounted to $222,869 and $221,302 for the nine months ended September 30, 2015 and 2014, respectively.

12. BONDING

12. BONDING	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
12. BONDING	In connection with its normal activities, the Company may be required to acquire a Performance bond on contracts with customers. There were not any performance bonds required for the nine months ended September 30, 2015.

13. RELATED PARTY

13. RELATED PARTY	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
13. RELATED PARTY	As discussed in Note 1 above as Spinoff of Here to Serve Technology, LLC, As indicated above in Note 6, the Company has certain convertible notes payables to related parties. These parties are related in that they are shareholders of the Company.

14. SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
14. SUBSEQUENT EVENTS	On November 16, 2015, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”), dated as of November 13, 2015, with Eagle Ridge Landfill, LLC, an Ohio limited liability company (the “Seller”), which owns and operates a landfill and waste hauling business located in Bowling Green, MO. Per the terms of the Purchase Agreement, the Company will purchase the land and substantially all the assets of the Seller used in operation of its business for $9,506,500.00. Consummation of the acquisition is subject to customary closing conditions, including, among others, the absence of certain legal impediments to the consummation of the acquisition. Effective October 16, 2015, the Company entered into an Amended and Restated Membership Interest Purchase Agreement (“MIPA”) with Timothy M. Drury, Christian Disposal, LLC, a Missouri limited liability company, and FWCD, LLC, a Missouri limited liability company wholly-owned by Christian Disposal, LLC. Christian Disposal, LLC and FWCD, LLC own and operate a solid waste collection, transportation and disposal business located in Winfield, Missouri. Per the terms of the agreement, the Company will purchase one hundred percent (100%) of the membership interests of the company, for $13,000,000 in cash and, subject to working capital adjustments, $2,000,000 in restricted common stock and other earn out considerations. Consummation of the acquisition is subject to customary closing conditions, including, among others, and the absence of certain legal impediments to the consummation of the acquisition.

2. SUMMARY OF SIGNIFICANT ACC20

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Accounting Basis	The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. The unaudited consolidated financial statements and notes included herein should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2014 included in our Annual Report on Form 10-K filed with the SEC on April 15, 2015. In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of September 30, 2015 , and the results of operations and cash flows for the three and nine months ending September 30, 2015 are not necessarily indicative of the results to be expected for a full year.
Basis of Consolidation	The consolidated financial statements for the nine months ending September 30, 2015 include the operations of the Company and its wholly-owned subsidiary Here to Serve-Missouri Waste Division, LLC. The consolidated financial statements for the year ended December 31, 2014 include the operations of the Company and its wholly-owned subsidiaries, Here To Serve-Missouri Waste Division, LLC and Here To Serve Technology, LLC (See Note 1 above for information related to the spinoff of Here To Serve Technology, LLC.) The other subsidiary of the Company, Here To Serve Georgia Waste Division, LLC had no operations during the period. All significant intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications	Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period consolidated financial statements.
Cash and Cash Equivalents	The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.
Fair Value of Financial Instruments	The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, other liabilities, accrued interest, notes payable, and an amount due to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.
Impairment of long-lived assets	The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the nine months ending September 30, 2015, the Company experienced no losses due to impairment.
Income Taxes	The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. The Company has adopted ASC 740-10-25 Definition of Settlement,
Use of Estimates	The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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 the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of stock-based compensation, the allowance for doubtful accounts, the useful life of property and equipment, derivative liabilities and deferred tax and valuation allowance.
Accounts Receivable	At September 30, 2015 the Company had $624,431 of gross trade receivables. At December 31, 2014, the Company had $659,646 of gross trade receivables.
Allowance for Doubtful Accounts	The Company provides an allowance for doubtful accounts equal to the estimated collection losses that will be incurred in collection of receivables related to residential customers and commercial project invoices. The estimated losses are based on managements’ evaluation of outstanding accounts receivable at the end of the accounting period. At September 30, 2015, an allowance of $35,230 was recorded. At December 31, 2014, the Company had an allowance of $71,167.
Intangible Assets	Intangible assets consist of assets acquired and costs incurred in connection with the development of the Company’s capitalized software. See note below. The Company also has intangible assets related to the purchase of Meridian Waste Services, LLC. See Note 4 below. These intangibles assets are amortized over periods between 3 and 5 years.
Investment	The Company has an investment in a privately held corporation in the mobile apps industry. As the Company does not exercise significant influence on this entity, this investment is recorded using the cost method of accounting. The Company monitors this investment for impairment and makes appropriate reductions in the carrying value if the Company determines that an impairment charge is required based primarily on the financial condition and near-term prospect of this entity.
Capitalized Software	The Company acquired a software product that is under further development. This asset was being amortized over a three to five year period using the straight-line method of depreciation for book purposes beginning when the software is completed. The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgement by management with respect to certain external factors such as anticipated future revenue, estimated economic life and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized over the remaining estimated economic life of the product. For the year ended December 31, 2014, the Company has capitalized costs associated with the development of several mobile science technology products and mobile apps that has not been placed into service. The assets were disposed of in the Spinoff discussed in Note 1 above.
Website Development Costs	The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred.
Revenue Recognition	The Company recognizes revenue when there is persuasive evidence of that an arrangement exists, the revenue is fixed or determinable, the products are fully delivered or services have been provided and collection is reasonably assured. The majority of the Company’s revenues are generated from the fees charged for waste collection, transfer, disposal and recycling. The fees charged for our services are generally defined in service agreements and vary based on contract-specific terms such as frequency of service, weight, volume and the general market factors influencing a region’s rate.
Deferred Revenue	The Company’s Missouri Waste Division bills one month in advance for the following three months. The balance in deferred revenue represents amounts billed in July, August and September for services that will be provided during October, November and December.
Cost of Services	Cost of services include all employment costs associated with waste collection, transfer and disposal, damage claims, landfill costs, personal property taxes associated with collection vehicles and other direct costs of the collection and disposal process.
Concentration of Credit Risks	The Company maintains its cash and cash equivalents in bank deposit accounts, which could, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. Financial instruments which also potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company’s subsidiary, HTSMWD has two municipal contracts that account for a significant portion of the Company’s long-term contracted revenue. One contract accounted for 28% and 27% and the other accounted for 19% and 18% of HTS Waste’s long-term contracted revenue for the three months ended September 30, 2015 and 2014 respectively. One contract accounted for 29% and 28% and the other accounted for 20% and 19% of HTS Waste’s long-term contracted revenue for the six months ended September 30, 2015 and 2014 respectively.
Basic Income (Loss) Per Share	Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. A diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2015 the Company had a series of convertible notes outstanding that could be converted into approximately 253,620 common shares. Also, in connection with the debt refinancing (see Note 6 below), stock warrants were issued for 1,293,022 common shares. These are not presented in the statement of operations since the company incurred a loss and the effect of these shares is anti- dilutive.
Stock-Based Compensation	Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. The Company recorded stock based compensation expense of $7,599,150 during the nine months ended September 30, 2015.
Recent Accounting Pronouncements	The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

4. PROPERTY AND EQUIPMENT (Tabl

4. PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2015
Property, Plant and Equipment [Abstract]
Property and equipment	September 30, 2015 December 31, 2014 Furniture & office equipment $ 249,387 $ 240,102 Containers 3,408,391 2,847,205 Trucks 5,920,447 5,523,773 Total Property and Equipment 9,578,225 8,611,080 Less: Accumulated Depreciation (2,167,917 ) (956,315 ) Net Property and Equipment $ 7,410,308 $ 7,654,765

5. INTANGIBLE ASSETS AND ACQU22

5. INTANGIBLE ASSETS AND ACQUISITION (Tables)	9 Months Ended
	Sep. 30, 2015
Intangible Assets And Acquisition Tables
Aggregate purchase price and assets acquired and liabilities assumed	Cash $ 11,000,000 Estimated value of common stock issued to sellers 1,978,750 Estimated value of preferred stock issued to sellers 7,121,000 $ 20,099,750
Estimated fiar value of MWS	Accounts receivable $ 632,322 Prepaid expenses 123,544 Deposits 8,303 Containers 2,710,671 Furniture and equipment 299,450 Trucks 4,243,964 Customer lists 14,007,452 Non-compete agreement 150,000 Accounts payable and accrued expenses (54,387 ) Notes payable (143,464 ) Deferred revenue (1,878,105 ) $ 20,099,750
Intangible Assets	September 30, 2015 Remaining Accumulated Net Carrying Useful Life Cost Amortization Value Customer list 3.75 years $ 14,007,452 $ 3,968,778 $ 10,038,674 Loan fees 1.75 years 50,613 23,901 26,712 Non compete agreement 3.75 years 150,000 42,500 107,500 Website 4.25 years 13,920 2,320 11,600 $ 14,221,985 $ 4,037,499 $ 10,184,486

6. NOTES PAYABLE AND CONVERTI23

6. NOTES PAYABLE AND CONVERTIBLE NOTES (Tables)	9 Months Ended
	Sep. 30, 2015
Notes Payable And Convertible Notes Tables
Long term debt	September 30, 2015 December 31, 2014 Debt payable to Comerica Bank, senior debt $ - $ 8,708,333 Debt payable to Praesidian Capital Opportunity Fund III, senior lender 7,815,529 - Debt payable to Praesidian Capital Opportunity Fund III-A, senior lender 3,029,471 - Equipment loans 425,149 - Notes payable to seller of Meridian, subordinated debt 1,475,000 1,475,000 Less: debt discount (876,707 ) - Total debt 11,868,442 10,183,333 Less: current portion (107,050 ) (1,357,143 ) Long term debt less current portion $ 11,761,392 $ 8,826,190
Schedule of fund distribution	Payoff of short term bridge financing $ 432,938 Payoff of lines of credit with Commerica Bank 1,745,799 Payoff of senior debt to Comerica Bank 7,953,433 Refinancing fees 712,830 $ 10,845,000
Schedule of Fair value calculation	September 30, 2015 Current exercise price $ 0.025 Time to expiration 8/6/2016 Risk-free interest rate 0.35 % Estimated volatility 210 % Dividend 0 Stock price on September 30, 2015 $ 0.72 Expected forfeiture rate 0 %
Schedule of Change in the market value	Fair value of warrants August 6, 2015 $ 904,427 Unrealized gain on derivative liability 346,963 Fair value of warrants September 30, 2015 $ 557,464

8. COMMON STOCK WARRANTS (Table

8. COMMON STOCK WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2015
Common Stock Warrants Tables
Schedule of outstanding common stock warrants	Number of Average Warrants Exercise Price Balance at December 31, 2014 0 $ - Granted 1,293,022 0.025 Exercised - - Forfeited - - Balance at September 30, 2015 1,293,022 $ 0.025
Schedule Information about common Stock	Warrants Outstanding Warrants Exercisable Number Outstanding Number Exercisable September 30, 2015 Remaining Life Exercise Price September 30, 2015 Exercise Price 1,293,022 1.0 year $ 0.025 1,293,022 $ 0.025

10. FAIR VALUE MEASUREMENT (Tab

10. FAIR VALUE MEASUREMENT (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Schedule of fair value by hierarchy	Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (level 3) Description September 30,2015 Derivative liability $ 557,464 $ - $ - $ 557,464 Stock settled debt 75,000 60,000 - 15,000 $ 632,464 $ 60,000 $ - $ 572,464

11. LEASES (Tables)

11. LEASES (Tables)	9 Months Ended
	Sep. 30, 2015
Leases [Abstract]
Future minimum lease payments	2015 $ 77,798 2016 278,415 2017 260,255 Thereafter - Total $ 616,468

4. PROPERTY AND EQUIPMENT (Deta

4. PROPERTY AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Furniture & office equipment	$ 249,387	$ 240,102
Containers	3,408,391	2,847,205
Trucks	5,920,447	5,523,773
Total Property and Equipment	9,578,225	8,611,080
Less: Accumulated Depreciation	(2,167,917)	(956,315)
Net Property and Equipment	$ 7,410,308	$ 7,654,765

5. INTANGIBLE ASSETS AND ACQU28

5. INTANGIBLE ASSETS AND ACQUISITION (Details)	9 Months Ended
	Sep. 30, 2015USD ($)
Intangible Assets And Acquisition Details
Cash	$ 11,000,000
Estimated value of common stock issued to sellers	1,978,750
Estimated value of preferred stock issued to sellers	7,121,000
Total	$ 20,099,750

5. INTANGIBLE ASSETS AND ACQU29

5. INTANGIBLE ASSETS AND ACQUISITION (Details 1)	Sep. 30, 2015USD ($)
Intangible Assets And Acquisition Details 1
Accounts receivable	$ 632,322
Prepaid expenses	123,544
Deposits	8,303
Containers	2,710,671
Furniture and equipment	299,450
Trucks	4,243,964
Customer lists	14,007,452
Non-compete agreement	150,000
Accounts payable and accrued expenses	(54,387)
Notes payable	(143,464)
Deferred revenue	(1,878,105)
Total	$ 20,099,750

5. INTANGIBLE ASSETS AND ACQU30

5. INTANGIBLE ASSETS AND ACQUISITION (Details 2)	9 Months Ended
	Sep. 30, 2015USD ($)
Cost	$ 14,221,985
Accumulated Amortization	4,037,499
Net Carrying Value	10,184,486
Customer list
Cost	14,007,452
Accumulated Amortization	3,968,778
Net Carrying Value	$ 10,038,674
Remaining Useful Life	3 years 9 months
Loan fees
Cost	$ 50,613
Accumulated Amortization	23,901
Net Carrying Value	$ 26,712
Remaining Useful Life	1 year 9 months
Non compete agreement
Cost	$ 150,000
Accumulated Amortization	42,500
Net Carrying Value	$ 107,500
Remaining Useful Life	3 years 9 months
Website
Cost	$ 13,920
Accumulated Amortization	2,320
Net Carrying Value	$ 11,600
Remaining Useful Life	4 years 3 months

6. NOTES PAYABLE AND CONVERTI31

6. NOTES PAYABLE AND CONVERTIBLE NOTES (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Notes Payable And Convertible Notes Details
Debt payable to Comerica Bank, senior debt		$ 8,708,333
Debt payable to Praesidian Capital Opportunity Fund III, senior lender	$ 7,815,529
Debt payable to Praesidian Capital Opportunity Fund III-A, senior lender	3,029,471
Equipment loans	425,149
Notes payable to seller of Meridian, subordinated debt	1,475,000	$ 1,475,000
Less: debt discount	(876,707)
Total debt	11,868,442	$ 10,183,333
Less: current portion	$ (107,050)	$ (1,357,143)
Long term debt less current portion

6. NOTES PAYABLE AND CONVERTI32

6. NOTES PAYABLE AND CONVERTIBLE NOTES (Details 1)	9 Months Ended
	Sep. 30, 2015USD ($)
Notes Payable And Convertible Notes Details 1
Payoff of short term bridge financing	$ 432,938
Payoff of lines of credit with Commerica Bank	1,745,799
Payoff of senior debt to Comerica Bank	7,953,433
Refinancing fees	712,830
Total	$ 10,845,000

6. NOTES PAYABLE AND CONVERTI33

6. NOTES PAYABLE AND CONVERTIBLE NOTES (Details 2)	9 Months Ended
	Sep. 30, 2015$ / shares
Notes Payable And Convertible Notes Details 2
Current exercise price	$ 0.025
Time to expiration	Aug. 6, 2016
Risk-free interest rate	35.00%
Estimated volatility	210.00%
Dividend	0.00%
Stock price on September 30, 2015	$ 0.72
Expected forfeiture rate	0.00%

6. NOTES PAYABLE AND CONVERTI34

6. NOTES PAYABLE AND CONVERTIBLE NOTES (Details 3) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Notes Payable And Convertible Notes Details 3
Fair value of warrants @ August 6, 2015			$ 904,427
Unrealized gain on derivative liability	$ 346,963		346,963
Fair value of warrants @ September 30, 2015			$ 557,464

8. COMMON STOCK WARRANTS (Detai

8. COMMON STOCK WARRANTS (Details)	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Number of Warrants
Balance at December 31, 2014	0
Granted	1,293,022
Exercised
Forfeited
Balance at September 30, 2015	1,293,022
Average Exercise Price
Balance at December 31, 2014 | $ / shares
Granted | $ / shares	$ 0.025
Exercised | $ / shares
Forfeited | $ / shares
Balance at September 30, 2015 | $ / shares	$ 0.025

8. COMMON STOCK WARRANTS (Det36

8. COMMON STOCK WARRANTS (Details 1)	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Statement of Stockholders' Equity [Abstract]
Number of warrants Outstanding	1,293,022
Warrants Outstanding, Remaining Life	1 year
Warrants Outstanding, Exercise Price | $ / shares	$ 0.025
Number of warrants Exercisable	1,293,022
Warrants Exercisable, Exercise Price | $ / shares	$ 0.025

10. FAIR VALUE MEASUREMENT (Det

10. FAIR VALUE MEASUREMENT (Details)	Sep. 30, 2015USD ($)
Derivative liability	$ 557,464
Stock settled debt	75,000
Total	$ 632,464
Level 1
Derivative liability
Stock settled debt	$ 60,000
Total	$ 60,000
Level 2
Derivative liability
Stock settled debt
Total
Level 3
Derivative liability	$ 557,464
Stock settled debt	15,000
Total	$ 572,464

11. LEASES (Details)

11. LEASES (Details)	Sep. 30, 2015USD ($)
Leases Details
2,015	$ 77,798
2,016	278,415
2,017	$ 260,255
Thereafter
Total	$ 616,468

11. LEASES (Details Narrative)

11. LEASES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Leases Details Narrative
Rent expense	$ 222,869	$ 221,302