SecProbe.io

April 14, 2020
Lloyd Spencer
President
Deep Green Waste & Recycling, Inc.
13110 NE 177th Place, Suite 293
Woodinville, WA 98072
Re:Deep Green Waste & Recycling, Inc.
Registration Statement on Form S-1
Filed March 18, 2020
File No. 333-237257
Dear Mr. Spencer:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed March 18, 2020
Prospectus Summary
Overview, page 4
1.We note you plan to re-launch your waste and recycling services business.  Please revise
your disclosure here to clarify whether you are currently engaged in any business
activities.  To the extent that you do not have any current business operations, please
clearly disclose such in the summary and include a corresponding risk factor.

 FirstName LastNameLloyd Spencer
 Comapany NameDeep Green Waste & Recycling, Inc.
 April 14, 2020 Page 2
 FirstName LastNameLloyd Spencer
Deep Green Waste & Recycling, Inc.
April 14, 2020
Page 2
Risk Factors
Our independent registered accounting firm has expressed concerns about our ability to continue
as a going concern, page 11
2.Please revise your disclosure to state that your independent registered accountant has
expressed substantial doubt rather than merely that they expressed concerns about your
ability to continue as a going concern.  Please also revise your disclosure in the fourth
paragraph on page 38 to state that your independent accountant has expressed substantial
doubt rather than that they have expressed doubt about your ability to continue as a going
concern.
The Company will likely incur debt, page 13
3.We note disclosure that you currently have limited operations and that you have
significant outstanding debt. Please revise this risk factor to quantify your outstanding
debt, including the outstanding accounts payable and default judgments against you, and
the related attendant risks.
Description of Securities
Preferred Stock, page 27
4.Please disclose the total number of Series B Convertible Preferred Stock (and related
number of common stock that the Preferred Stock may be converted into) issued and
outstanding as of the latest practicable date.  In this regard, we note that on February 4,
2020, the Company issued Bill Edmonds 25,000 shares of its Series B Convertible
Preferred Stock.
Description of Securities
Options and Warrants, page 28
5.We note your disclosure on page 22 that 14,473 of the shares registered and issuable upon
the exercise of warrants relate to warrants issued to Mary Williams on November 30,
2017.  It appears that these shares were inadvertently excluded from the table and from
footnote (ix) on page 28.  Please revise or advise.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
Liquidity and Capital Resources, page 37
6.Please expand your disclosure to address the impact of the following:

•Your working capital deficit of $4,021,949 at December 31, 2019;
•The legal judgments against you related to defaults on payment obligations in the
amount of $487,364, and;
•Clarify why you have customer deposits related to businesses sold in 2018 that have
not been refunded at December 31, 2019.

 FirstName LastNameLloyd Spencer
 Comapany NameDeep Green Waste & Recycling, Inc.
 April 14, 2020 Page 3
 FirstName LastNameLloyd Spencer
Deep Green Waste & Recycling, Inc.
April 14, 2020
Page 3
7.Please describe the terms of any outstanding principal indebtedness including the maturity
and interest rate of your outstanding promissory notes.  In this regard, we note that the
Company issued to Armada Investment Fund, LLC a convertible promissory note in the
amount of $23,000 that was later assigned to Sylios Corp.
Required Capital Over the Next Fiscal Year, page 38
8.We note your disclosure that you will have to raise an additional $500,000 to fund your
operations through the end of fiscal year 2020.  Based on your 12 month milestones
disclosed on pages 33 and 34, it is unclear to us how raising $500,000 of additional capital
will be sufficient to fund your operations and achieve your milestones through the end of
fiscal year 2020.  Please revise your disclosure to clarify this here and in your
milestone disclosures.
Directors, Executive Officers, Promoters, and Control Persons, page 39
9.Please revise the biographical descriptions for your executive officers and director to
disclose each person's principal occupation and employment during the most recent five
years and the name and business of any corporation or other organization in which such
occupation and employment were carried on.  Refer to Item 401(e) of Regulation S-K.
Consolidated Statement of Operations, page F-3
10.We note your disclosure in Note A on page F-6 that you sold your wholly-owned
subsidiaries, CARE and CFSI, and ceased your waste recycling business activities August
7, 2018.  Please revise your presentation of discontinued operations to comply with the
presentation requirements in ASC 205-20-45-3 through 45-9.  Please also present basic
and diluted net loss per share for discontinued operations either on the face of the income
statement or in the notes to the financial statements. Refer to ASC 260-10-45-3.
Note B - Summary of Significant Accounting Policies
Financial Instruments and Fair Value of Financial Instruments, page F-7
11.We note your disclosure that you had no financial assets or liabilities carried and
measured at fair value on a recurring or nonrecurring basis during the periods presented.
Please provide the required fair value disclosures.
Note F - Debt, page F-12
12.We note you appear to have made no payments on your outstanding debt during the fiscal
year 2019.  Please tell us and disclose the payment terms of each issue of debt and
disclose whether you are in default on any issuances of such debt.  Please also provide
details including, amounts by specific debt instrument, which comprise the balance
of long-term debt at December 31, 2019 and tell us how you determined long-
term classification was appropriate.

 FirstName LastNameLloyd Spencer
 Comapany NameDeep Green Waste & Recycling, Inc.
 April 14, 2020 Page 4
 FirstName LastNameLloyd Spencer
Deep Green Waste & Recycling, Inc.
April 14, 2020
Page 4

Note G - Capital Stock
Warrants and options, page F-17
13.We note your disclosure that you issued promissory notes and warrants in fiscal year
2018.  Based on disclosures in Note C - Discontinued Operations. and in footnotes (ix),
(x) and (xi) on page 28, it appears that certain promissory notes issued in 2017 and 2018
were transferred in connection with the sale of CARE and CFSI.  Please address the
following:

•Please expand your disclosure to explain the rights and privileges of the various debt
securities outstanding during the periods presented including:  (1) general character
of each promissory note, including the interest rate; (2) the date of maturity;  and (3)
if convertible, the basis for conversion.  Please refer to ASC 470-10-50-5 and ASC
505-10-50-3;
•Please reconcile proceeds from issuance of the promissory notes during 2018 shown
on page F-17, to the proceeds presented in the statement of cash flows for the year
ended December 31, 2018, and;
•Please tell us how you allocated the proceeds from issuance of the promissory notes
and warrants.  Refer to ASC 470-20-25-2.
Note H - Income Taxes, page F-18
14.We note your disclosure that the company has a history of operating losses, including an
operating loss for the year ended December 31, 2019.  Please disclose the amounts and
expiration dates of operating loss and tax credit carryforwards at December 31, 2019.
Refer to ASC 740-10-50-3a. Please also describe the tax years that remain subject to
examination by major tax jurisdictions.  Refer to ASC 740-10-50-15e.
Exhibits
15.We note that this registration statement covers the resale of up to 20,403,706 shares of
common stock previously issued to the selling shareholders, 802,931 shares of common
stock issuable upon the exercise of multiple warrants and 6,000,000 shares of common
stock issuable upon conversion of a convertible note.  Please have counsel revise its
opinion to clarify that the 20,403,706 shares that are currently issued and outstanding
“are” legally, issued, fully paid and non-assessable and that the 802,931 shares of
common stock issuable upon the exercise of warrants and 6,000,000 shares of common
stock issuable upon conversion of the convertible note “will be” legally issued, fully paid
and non-assessable.
16.Please file the debt instruments relating to the notes payable owed to the seller
of Compaction and Recycling Equipment, Inc. and Columbia Financial Services, Inc., and
the Factor's notice of default that you refer to in Note F to your consolidated financial

 FirstName LastNameLloyd Spencer
 Comapany NameDeep Green Waste & Recycling, Inc.
 April 14, 2020 Page 5
 FirstName LastName
Lloyd Spencer
Deep Green Waste & Recycling, Inc.
April 14, 2020
Page 5
statements or tell us why you believe you are not required to do so.  Refer to Item
601(b)(10) of Regulation S-K.
General
17.We note that the auditor’s consent included in Exhibit 23.2 makes reference to their audit
report dated March 13, 2020 on your consolidated financial statements for the years ended
December 31, 2019 and 2018.  Please have your auditor revise their consent to reference
the correct date of the audit report included on page F-1 of the registration statement
pursuant to Item 601 of Regulation S-K and to reference the audited financial statements
on which the report opines.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or Sondra
Snyder, Staff Accountant, at (202) 551-3332 if you have questions regarding comments on the
financial statements and related matters.  Please contact Anuja A. Majmudar, Attorney-Adviser,
at (202) 551-3844 or, in her absence, Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-
3642 with any other questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew McMurdo