Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein. You should carefully review the risks described herein and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the "Company," "we," "us," or "our," are to E-Waste Corp. and its consolidated subsidiary.





General Overview

We were organized in the State of Florida on January 26, 2012, to develop an e-waste recycling business. We were not successful in our efforts and discontinued that line of business. Since that time, we have been a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or that any transactions will be consummated.

See Part I, Item 1, "Business" and Part I, Item 1A, "Risk Factors," in our Annual Report for the fiscal year ended February 28, 2019, filed with the SEC on June 13, 2019, for additional information and risks associated with our proposed business plan.

On November 18, 2014, we formed a wholly-owned Delaware subsidiary, solely in connection with a potential business combination for which we determined not to proceed. This subsidiary had no business or operations and was dissolved on March 1, 2016.

On November 29, 2016, we formed a new wholly-owned Delaware subsidiary, in connection with our proposed reincorporation in the State of Delaware. The reincorporation was to be effected in anticipation of a potential business combination we were considering. The reincorporation has not occurred, as we have determined not to proceed with this business combination.


                                     - 12 -

--------------------------------------------------------------------------------

During the next 12 months, we anticipate incurring costs related to filing of Exchange Act reports, and possible costs relating to consummating an acquisition or combination.

We have a history of operating losses and negative cash flow. These conditions raise substantial doubt about our ability to meet all of our obligations over the twelve months following the filing of this Form 10-Q. Management has evaluated these conditions and concluded that current plans will alleviate this concern. We currently have no debt other than advances from a shareholder of ours. That shareholder has agreed to continue to make advances to us, as needed, to pay for our professional fees and other expenses for fifteen (15) months from the end of our third fiscal quarter, and not to demand repayment of any of the outstanding advances for fifteen (15) months from the end of our third fiscal quarter.

Critical Accounting Policies

Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which contemplates our continuation as a going concern. We have not yet generated any revenue and have incurred losses to date of $448,735. In addition, our current liabilities exceed our current assets by $6,490 and our liabilities exceed our assets by $404,988. To date we have funded our operations through advances from a shareholder and the sale of common stock. We intend on financing our future development activities and our working capital needs largely from the sale of equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. These factors raise substantial doubt about our ability to continue operating as a going concern.

Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations.

Recent Accounting Pronouncements

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoptions of any such pronouncements may be expected to cause a material impact on our financial condition or the results of operations.





Results of Operations

Three-Month Period Ended November 30, 2019 Compared to Three-Month Period Ended November 30, 2018





Revenues and Other Income

During the three-month periods ended November 30, 2019 and 2018, we did not realize any revenues from operations.





Expenses

Operating expenses, consisting entirely of general and administrative expenses (including professional fees) totaled $6,489 in the three-month period ended November 30, 2019, compared to $9,598 in the three-month period ended November 30, 2018, which consisted primarily of ordinary operating expenses and professional fees.





                                     - 13 -

--------------------------------------------------------------------------------



Net Losses

As a result of the foregoing, we incurred a net loss of $6,489, or $0.00 per share, for the three months ended November 30, 2019, compared to a net loss of $9,598, or $0.00 per share, for the corresponding period ended November 30, 2018.

Nine-Month Period Ended November 30, 2019 Compared to Nine-Month Period Ended November 30, 2018





Revenues and Other Income

During the nine-month periods ended November 30, 2019 and 2018, we did not realize any revenues from operations.





Expenses

Operating expenses, consisting entirely of general and administrative expenses (including professional fees) totaled $34,885 in the nine-month period ended November 30, 2019, compared to $22,344 in the nine-month period ended November 30, 2018, which consisted primarily of ordinary operating expenses and professional fees.





Net Losses

As a result of the foregoing, we incurred a net loss of $34,885, or $0.00 per share, for the nine months ended November 30, 2019, compared to a net loss of $22,344 or $0.00 per share, for the corresponding period ended November 30, 2018.

Liquidity and Capital Resources

As of the date of this report, we had yet to generate any revenues from our business operations. For the period ended February 28, 2012, we issued 9,000,000 shares of common stock to our sole officer and director for cash proceeds of $9,000. We also sold 3,000,000 shares of our common stock in a public offering, which closed on June 14, 2012, for aggregate cash proceeds of $36,000.

As of November 30, 2019, we had no cash, we had liabilities of $404,988, and our working capital deficit was $6,490. We anticipate that our current liquidity is not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC.

To date, we have managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer does not draw a salary at this time. Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no expense by one of our shareholders.

We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Our sole director and officer has made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.


                                     - 14 -

--------------------------------------------------------------------------------

In the three and nine-month periods ended November 30, 2019, a shareholder of ours made loans to us in the amounts of $6,130 and $34,863, respectively, to pay certain of our expenses. As of November 30, 2019, the total amount of loans this shareholder made to us to pay certain of our expenses was $398,498. That shareholder has agreed to continue to make advances to us, as needed, to pay for our professional fees and other expenses for fifteen (15) months from the end of our third fiscal quarter, and not to demand repayment of any of the outstanding advances for fifteen (15) months from the end of our third fiscal quarter.

We expect that we will need to raise funds in order to effectuate our business plan. We anticipate that we will need to seek financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise such funds. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

We have a history of operating losses and negative cash flow. These conditions raise substantial doubt about our ability to meet all of our obligations over the twelve months following the filing of this Form 10-Q. Management has evaluated these conditions and concluded that current plans will alleviate this concern. We currently have no debt other than advances from a shareholder and have no reason to believe that the shareholder will cease advancing the Company operating capital.

Our ability to continue as a going concern is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.





Contractual Obligations

None.

© Edgar Online, source Glimpses