On September 25, 2020, in connection with the consummation of the Share Sale Transaction described under item 5.01 below, E-Waste Corp., a Florida corporation (the “Company”), entered into a Debt Settlement Agreement and Mutual General Release (the “Debt Settlement Agreement”) with GEM Global Yield Fund LLC SCS, a company incorporated and existing under the law of Luxembourg (“GEM”), pursuant to which the Company paid GEM the amount of $252,750 (the “Settlement Amount”) as full and complete payment, and in full satisfaction, of the total outstanding debt the Company owed to GEM.  GEM had previously made advances to the Company in the aggregate amount of $447,451 to pay certain expenses of the Company (the “GEM Loan”).  Pursuant to the Debt Settlement Agreement, GEM discharged the Company from any further obligations it may have had to GEM to repay any further amounts due under the GEM Loan, and the Company and GEM released each other from any claims they may have had against each other, with respect to the GEM Loan, or otherwise.

The foregoing description of the Debt Settlement Agreement is not complete and is qualified in its entirety by reference to the full text of the Debt Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1.

On September 25, 2020, the Company received a loan of $255,000 from Peter L. Coker, Sr. (the “Coker Loan”).  To evidence the Coker Loan, the Company issued to Mr. Coker a promissory note in the principal amount of $255,000 (the “Note”), with a maturity date of September 25, 2021.  Interest on the Note accrues on the principal amount at the rate of eight percent (8%) per annum, and shall be paid on a quarterly basis, in the amount of $5,100 per quarter, on the following dates: December 25, 2020, March 25, 2021, June 25, 2021 and September 25, 2021. The Company may prepay any amounts due under the Note without penalty or premium.  The Company used $252,750 of the proceeds from the Coker Loan to pay the Settlement Amount to GEM, as further described under Item 1.01 above.  The remaining $2,250 of proceeds will be used by the Company for working capital and general corporate purposes.

The foregoing summary of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 4.1 to this report and incorporated herein by reference.

On September 25, 2020, GEM, the Company’s controlling stockholder, closed a stock purchase and sale transaction pursuant to which GEM sold 6,000,000 restricted shares (the “Shares”) of the Company’s common stock to Global Equity Limited, a company incorporated and existing under the laws of People’s Republic of China (“Global”), at a purchase price of $0.005 per share, or an aggregate purchase price of $30,000 (the “Share Sale Transaction”).  Global has advised that it used working capital to purchase the Shares.  The Shares purchased by Global represented 50.0% of the Company’s issued and outstanding shares of Common Stock as of the date of the closing of the Share Sale Transaction.  Therefore, the Share Sale Transaction resulted in a change in control of the Company.

As further described under Item 5.02 below, in connection with the consummation of the Share Sale Transaction, John D. Rollo was appointed as the Company’s sole officer and director.

The Company is a shell company, as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended.  The Company is seeking a business combination with a private entity whose business would present an opportunity for its shareholders.  However, the Company is not currently aware of any arrangements the operation of which would at a subsequent date result in a change in control of the Company.

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