Forward-Looking Statements

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

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




Basis of Presentation

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

The audited financial statements for our fiscal year ended February 28, 2021, contained in our Annual Report, include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements. All such adjustments are of a normal recurring nature.

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

General Overview

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

Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. See Part I, Item 1, "Business" and Part I, Item 1A, "Risk Factors," in our Annual Report for the fiscal year ended. February 28, 2021, filed with the SEC on June 11, 2021, for additional information and risks associated with our proposed business plan.

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

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




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Recent Developments

On April 12, 2021, the Company entered into subscription agreements (each, a "Subscription Agreement") with three "accredited investors" (the "Subscribers"), pursuant to which the Company sold the Subscribers a total of 2,500,000 units of the Company's securities (the "Units"), at a purchase price of $1.00 per Unit, for gross proceeds to the Company of $2,500,000 (the "Offering"). Each Unit consisted of (a) one share (the "Shares") of the Company's Common Stock, and (b) warrants to purchase two additional shares of the Company's Common Stock (the "Warrant Shares") until January 31, 2023, at an exercise price of $4.50 per share (the "Warrants"). The Company is using the net proceeds from the sales of the Units for working capital, general corporate purposes, and to seek and engage in, a business combination with a private entity whose business presents an opportunity for our shareholders.

On May 7, 2021, as part of the restructuring of the Company's management, the Company and Benzions LLC, a Delaware limited liability company ("Benzions"), mutually agreed to terminate a consulting agreement between the parties (the "Benzions Consulting Agreement"), and John Rollo, who was at that time the Company's President, Secretary and Treasurer, and sole member of the Company's board of directors, resigned from all positions he held with the Company, and simultaneously appointed Elliot Mermel, who was the principal of Benzions, as the Company's President, Secretary and Treasurer, and as the sole member of the Company's Board.

On May 25, 2021, the Company entered into a binding letter of intent (the "EZRaider LOI") with EZRaider Global, Inc., a privately held Nevada company ("EZ Global"), and EZRaider, LLC, a Washington limited liability company ("EZRaider"), which contemplates EZ Global's acquisition of DS Raider, Ltd., an Israeli company ("DS Israel"), the consummation of a reverse merger by and among the Company, its acquisition subsidiary and EZ Global, and related transactions.

On May 25, 2021, the parties to the EZRaider LOI also entered into a side letter-agreement (the "Side Letter") that further memorialized the understanding between EZ Global and the Company. Pursuant to the Side Letter, the Company wired $2,000,000 to EZ Global to enable EZ Global to, among other things: (a) commence an audit of EZ Global and EZRaider; (b) renegotiate the closing date for EZRaider's acquisition of DS Israel, and (c) fulfill its obligations under the definitive purchase agreement with DS Israel for such acquisition.

The consummation of the transactions contemplated by the EZRaider LOI and the Side Letter are contingent upon the parties entering into definitive agreements and satisfaction of the closing conditions set forth in these agreements and other conditions, including, but not limited to, satisfactory completion by the Company and EZ Global of all necessary business and legal due diligence, and the completion of audited financial statements of EZ Global.

On June 18, 2021, the Company entered into a termination of lease agreement (the "Termination of Lease Agreement") with Tryon Capital, LLC ("Tryon"), pursuant to which the parties terminated the lease under which the Company was renting office space from Tryon for $250 per month, effective as of June 30, 2021.

On July 1, 2021, the Company entered into a new lease agreement with Benchmark Capital LLC (the "Lease Agreement"), pursuant to which the Company is renting its new office space, located at 500 W. 5th Street, Suite 800, Winston Salem, NC 27101, for a period of six months, at a rate of $300 per month. The Lease Agreement provides that it can be terminated by either party at any time, upon 30 days written notice, or renewed for an additional six-month period at a rate of $350 per month.




Results of Operations

Three-Month Period Ended May 31, 2021, Compared to Three-Month Period Ended May 31, 2020




Revenues and Other Income

During the three-month periods ended May 31, 2021 and 2020, we did not realize any revenues from operations.

Operating Expenses

Operating expenses, consisting primarily of general and administrative expenses (including professional fees and consulting fees - related party) totaled $99,079 in the three-month period ended May 31, 2021, compared to $20,625 in the three-month period ended May 31, 2020, which consisted primarily of professional fees. The increase of $78,454, or approximately 380.4%, was due to an increase in legal fees related to the Company's recent financing activities and entry into a consulting agreement.




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Interest Expense

Interest expense increased by $4,001 to $4,001 for the three-month period ended May 31, 2021, from $0 for the three-month period ended May 31, 2020. The increase was primarily due to interest on certain Company loans.

Net Loss

As a result of the foregoing, we incurred a net loss of $103,080, or $0.01 per share, for the three months ended May 31, 2021, compared to a net loss of $20,625, or $0 per share, for the corresponding period ended May 31, 2020.

Liquidity and Capital Resources

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

On April 12, 2021, the Company sold 2,500,000 Units of the Company's securities at a purchase price of $1.00 per Unit, to three "accredited investors" for cash proceeds of $2,500,000. The Company is using the net proceeds from the sales of the Units for working capital, general corporate purposes, and to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business represents an opportunity for our shareholders.

On May 25, 2021, the Company advanced $2,000,000 to EZ Global in connection with a potential business combination between the Company and EZ Global.

As of May 31, 2021, we had total assets of $2,166,426, consisting of $166,426 in cash, and $2,000,000 in advances pursuant to the Side Letter with EZ Global. Our current liabilities as of March 31, 2021, were $52,495, which is comprised of $52,495 in accounts payable and accrued expenses.

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.

Assuming we do not complete a business combination, we anticipate needing approximately $240,000 in order to effectively execute our business plan over the next 12 months. 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 obligations to related parties.




The following is a summary of our cash flows provided by (used in) operating,
investing, and financing activities for the three months ended May 31, 2021 and
2020:


                                            For the three    For the three
                                             months ended     months ended
                                             May 31, 2021     May 31, 2020
                                               (Unaudited)      (Unaudited)

Net Cash Used in Operating Activities $ (55,813 ) $ (20,625 ) Net Cash Used in Investing Activities $ (2,000,000 )

              -

Net Cash Provided by Financing Activities $ 2,095,000 $ 20,625 Net Increase in Cash and Cash Equivalents $ (39,187 ) $

            -



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For the three months ended May 31, 2021, net cash used in operations of $55,813 was the result of a net loss of $103,080, offset an increase in accounts payable and accrued expense of $50,667, and a decrease in accrued interest payable - related party of $3,400.

For the three months ended May 31, 2020, net cash used in operations of 20,625, was the result of a net loss of $20,625.

Net cash used our investing activities were $2,000,000 and $0 for the three months ended May 31, 2021, and May 31, 2020, respectively. The increase was attributable to issuance of advance of $2,000,000 to pursuant to the Side Letter with EZ Global.

Our financing activities resulted in a cash inflow of $2,095,000 for the three months ended May 31, 2021, which is represented by $405,000 repayment of note payable - related party and $2,500,000 of proceeds from common stock issuance for cash. Our financing activities resulted in a cash inflow of $20,625 for the three months ended May 31, 2020, which is represented by $20,625 in proceeds from a former related party.

As reflected in the accompanying condensed consolidated unaudited financial statements, the Company used cash in operations of $55,813, has an accumulated deficit of $677,035, and has a net loss of $103,080 for the three months ended May 31, 2021.




Going Concern

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

As reflected in the accompanying unaudited consolidated financial statements, for the three months ended May 31, 2021, the Company had:




  ? Net loss of $103,080; and
  ? Net cash used in operations was $55,813.

Additionally, at May 31, 2021, the Company had:




  ? Accumulated deficit of $677,035;
  ? Stockholders' equity of $2,113,931; and
  ? Working capital of $113,931.

The Company has cash on hand of $166,426 at May 31, 2021. Although the Company intends to raise additional debt or equity capital, the Company expects to continue to incur significant losses from operations and have negative cash flows from operating activities for the near-term. These losses could be significant as the Company seeks a merger candidate. The Company will have continuing expenses related to compensation, professional fees, and regulatory.

The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the three months ending May 31, 2021, and our current capital structure including equity-based instruments and our obligations and debts.

During the three months ended May 31, 2021, the Company has satisfied its obligations from the sale of common stock for gross proceeds of $2,500,000.

However, there is no assurance that the Company will be able to raise additional funds through the sale of its securities during the twelve months subsequent to the date these condensed consolidated financial statements are issued.

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

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




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Management's strategic plans include the following:




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

Critical Accounting Policies and Estimates

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

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

Recently Issued Accounting Pronouncements

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

Off-Balance Sheet Arrangements

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




Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

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