(Address, including zip code, and telephone number, including area code, of ~~Registrant's~~registrant’s principal executive offices) ---------- Philip Grabow Chairman of the Board, President and Chief Executive Officer Creative Bakeries, Inc. 20 Passaic Avenue Fairfield, New Jersey 07004 973-808-8248 ---------------- (Name, address,

(Address, including zip code, and telephone number, including area code, of ~~Registrant's~~ agent for service) ~~----------~~

Copies ~~of all communications, including communications sent to agent for service, should be sent~~ to: ~~Samuel F. Ottensoser,~~

101 Wood Avenue ~~New York, New York 10022 (212) 702-5700 ---------- Approximate date of commencement of proposed sale to the public:~~ South, 5th Floor

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:From time to time after the effective date of this ~~Registration Statement becomes effective.~~ registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment ~~plan,~~plans, please check the following box. ~~[ ]~~ ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ~~[X]~~ ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ☐

If ~~delivery of~~this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the ~~prospectus is expected to be ade~~Commission pursuant to Rule ~~434, please~~462(e) under the Securities Act, check the following box.~~[ ] ----------~~ ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

The ~~Registrant~~registrant hereby amends this ~~Registration Statement~~registration statement on such date or dates as may be necessary to delay its effective date until the ~~Registrant~~registrant shall ~~rile~~file a further amendment which specifically states that this ~~Registration Statement~~registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until ~~this Registration Statement~~the registration statement shall become effective on such date as the ~~Securities and Exchange~~ Commission, acting pursuant to said Section 8(a), may determine. ~~================================================================================~~

~~(1) Includes~~

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration for resale of: (a) 2,003,750 shares of Common Stock issuable upon the exercise in full of warrants to purchase 1,996,250 shares of Common Stock (subject to adjustments), with an exercise price of $2.50 per share; (b) 100,000 shares of Common Stock issuable upon the exercise in full of warrants to purchase 100,000 shares of Common Stock (subject to adjustments), with an exercise price of $1.8750 per share; and (c) 776,250 shares of Common Stock issued in October 1997 upon the exercise of outstanding warrants. (2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, such number of shares of Common Stock registered hereby shall include an indeterminate number of additional shares of Common Stock which may be issued upon the occurrence of certain events in accordance with the applicable terms and provisions with respect to the Options or the Warrants, including stock splits, stock dividends or similar transactions or anti-dilution adjustments. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low sale prices of the Common Stock on the Nasdaq SmallCap Market on November 19, 1997. ~~PROSPECTUS Information contained herein is subject to completion or amendment. A registration~~ statement ~~relating to these securities has been~~ filed with the Securities and Exchange ~~Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes~~Commission is effective. This preliminary prospectus ~~shall~~is not ~~constitute~~ an offer to sell ~~or the solicitation of~~nor does it seek an offer to buy ~~nor shall there be any sale of~~ these securities in any ~~State in which such~~jurisdiction where the offer ~~solicitation~~ or sale ~~would be unlawful prior~~is not permitted.

Subject to ~~registration or qualification under~~Completion, dated March 10, 2017.

We may offer and sell up to $50 million in the aggregate of the securities ~~laws of any such State. SUBJECT TO COMPLETION, DATED November 25, 1997 2,872,500 Shares of Common Stock CREATIVE BAKERIES, INC.~~identified above from time to time in one or more offerings. This prospectus ~~(the "Prospectus") relates to~~provides you with a general description of the securities.

Each time we offer and ~~sale (the "Offering") by~~sell securities, we will provide a supplement to this prospectus that contains specific information about the selling securityholders (the "Selling Securityholders") of shares (collectively, the "Shares") of common stock, $0.001 par value per share (the "Common Stock") of Creative Bakeries, Inc., a New York corporation (the "Company"). The Shares offered hereby include 1,996,250 shares of Common Stock (subject to adjustments) issuable upon exercise in full of warrants ("Warrants") to purchase an aggregate of 1,996,250 shares of Common Stock, at an exercise price of $2.50 per share, and 100,000 shares of Common Stock (subject to adjustments) issuable upon the exercise in full of options ("Options") to purchase 100,000 shares of Common Stock, at an exercise price of $1.8750 per share. The Warrants expire December 31, 2000offering and the ~~Options expire December 1998. See "Selling Securityholders," "Plan~~amounts, prices and terms of ~~Distribution"~~the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and ~~"Description~~the applicable prospectus supplement before you invest in any of ~~Capital Stock." The Company will not receive~~our securities.

We may offer and sell the securities described in this prospectus and any ~~proceeds from~~prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of ~~the Shares offered hereby, but will receive proceeds from the exercise, if~~ any of the ~~Warrants~~securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the ~~Options. The Company will bear~~applicable prospectus supplement describing the expenses of this Offering. The Company estimates that it will incur an aggregate of approximately $16,900 in expenses in connection with this Offering. The Company is required to effectuate this Offering pursuant to agreements between the Companymethod and ~~certain~~terms of the ~~Selling Securityholders. See "Description~~offering of ~~Capital Stock." The Common Stock~~such securities.

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 13 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

Our common stock is listed on ~~The~~the Nasdaq ~~SmallCap~~Capital Market under the symbol ~~"CBAK."~~“MRDN.” On ~~November 19, 1997,~~March 8, 2017, the last reported sale price of our common stock on the Nasdaq Capital Market was $3.00 per share.

The aggregate market value of our outstanding common stock held by non-affiliates is $16,494,948 based on 6,938,112 shares of outstanding common stock, of which 1,439,796 are held by non-affiliates, and a per share price of $3.00 based on the closing sale price of our common stock on March 8, 2017. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. We have not offered any securities pursuant to General Instruction I.B.6. of Form S-3 during the ~~Common Stock~~prior 12 calendar month period that ends on and includes the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $50 million as ~~reported~~described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on ~~The Nasdaq SmallCap Market was $1.75 per share. The Shares offered hereby involve a high degree of risk. Prospective purchasers~~the prospectus supplement. Before purchasing any securities, you should carefully ~~consider~~read both this prospectus and the ~~factors set forth~~applicable prospectus supplement, together with the additional information described under the caption "Risk Factors" beginning on page 2 of this Prospectus. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Selling Securityholders andheading “Where You Can Find More Information; Incorporation by Reference.”

We have not authorized any other person ~~participating~~to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

When we refer to “Meridian,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Meridian Waste Solutions, Inc., unless otherwise specified. When we refer to “you,” we mean the holders of the applicable series of securities.

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

Available Information

We file reports, proxy statements and other information with the SEC. Information filed with the SEC by us can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Room of the SEC at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website ishttp://www.sec.gov.

Our website address ishttp://www.mwsinc.com. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus.

This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the ~~distribution~~registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the ~~Shares~~documents establishing the terms of the offered ~~hereby~~securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement at the SEC’s Public Reference Room in Washington, D.C. or through the SEC’s website, as provided above.

Incorporation by Reference

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be ~~subject~~deemed to ~~applicable provisions~~be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement.

We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.

This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:

	●	Our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on April 14, 2016.

	●	Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 16, 2016.

	●	Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August, 22, 2016.

	●	Our Amended Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2016, filed with the SEC on August 25, 2016.

	●	Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 15, 2016.

	●	Our Current Reports on Form 8-K filed with the SEC on May 20, 2016, June 9, 2016, June 17, 2016, June 27, 2016, July 25, 2016, September 1, 2016, October 18, 2016, November 7, 2016, December 1, 2016, December 5, 2016, December 15, 2016, January 9, 2017, January 13, 2017, January 26, 2017, February 3, 2017, February 6, 2017, February 15, 2017, and February 21, 2017 (as amended by Amendment No.1 on Form 8-K/A, filed with the SEC on February 24, 2017).

	●	The description of our Common Stock contained in our Registration Statement on Form S-1, filed with the SEC on September 9, 2016, as amended, and any amendment or report filed with the SEC for the purpose of updating the description.

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.

You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:

Meridian Waste Solutions, Inc.

12540 Broadwell Road, Suite 2104

Milton, GA 30004

(404) 539-1147

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus and any accompanying prospectus supplement.

THE COMPANY

Overview

Meridian Waste Solutions, Inc. is an integrated provider of non-hazardous solid waste collection, transfer and disposal services. We currently have all of our operations in Missouri and Virginia but are aggressively looking to expand our presence across the Midwest, South and East regions of the United States.

Corporate Structure

Missouri Waste Operations

Here to Serve – Missouri Waste Division, LLC d/b/a Meridian Waste

Here to Serve – Missouri Waste Division, LLC (“HTS Waste”) is a non-hazardous solid waste management company providing collection services for approximately 45,000 commercial, industrial and residential customers in Missouri. We own one collection operation based out of Bridgeton, Missouri. Approximately 100% of HTS Waste’s 2015 revenue and revenue in 2016 through September 30, 2016, was from collection, utilizing over 60 collection vehicles.

HTS began non-hazardous waste collection operations in May 2014 upon the acquisition of nearly all of the assets from Meridian Waste Services, LLC that in turn became the core of our operations. From our formation through today, we have begun to create the infrastructure needed to expand our operations through acquisitions and market development opportunities.

Christian Disposal, LLC; FWCD

Effective December 22, 2015, the Company consummated the closing of the Amended and Restated Membership Interest Purchase Agreement, dated October 16, 2015, by and among the Company, Timothy M. Drury, Christian Disposal LLC (“Christian Disposal”), FWCD, LLC (“FWCD”), Missouri Waste and Georgia Waste; as amended by that certain First Amendment thereto, dated December 4, 2015, pursuant to which Christian Disposal became a wholly-owned subsidiary of the Company in exchange for: (i) Thirteen Million Dollars ($13,000,000), subject to working capital adjustment, (ii) 87,500 shares of the Company’s Common Stock, (iii) a Convertible Promissory Note in the amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), bearing interest at 8% per annum and (iv) an additional purchase price of Two Million Dollars ($2,000,000), due upon completion of an extension under a certain contract to which Christian Disposal is party (the ~~"Exchange Act"~~"Additional Purchase Price"), each payable to the former stockholders of Christian Disposal. The Additional Purchase Price has not, and likely will not, become due, as it presently appears that an extension will not be granted in connection with the relevant contract.

Christian Disposal, along with its subsidiary, FWCD, LLC, is a non-hazardous solid waste management company providing collection and transfer services for approximately 35,000 commercial, industrial and residential customers in Missouri. Christian Disposal’s collection operation is based out of Winfield, Missouri. Along with operations in Winfield, Christian Disposal operates two transfer stations, in O’Fallon, Missouri and St. Peters, Missouri, and owns one transfer station, in Winfield, Missouri. Approximately 100% of Christian Disposal and FWCD’s 2015 revenue and revenue in 2016 through September 30, 2016 was from collection and transfer, utilizing over 35 collection vehicles.

Christian Disposal began non-hazardous waste collection operations in 1978. Our acquisition of Christian Disposal is a key element of our strategy to create the vertically integrated infrastructure needed to expand our operations.

Meridian Land Company, LLC (Assets of Eagle Ridge Landfill & Hauling)

Effective December 22, 2015, Meridian Land Company, LLC, a wholly-owned subsidiary of the Company, consummated the closing of that certain Asset Purchase Agreement, dated November 13, 2015, by and between Meridian Land Company, LLC and Eagle Ridge Landfill, LLC (“Eagle”), as amended by that certain Amendment to Asset Purchase Agreement, dated December 18, 2015, to which the Company and WCA Waste Corporation are also party, pursuant to which the Company, through Meridian Land Company, LLC, purchased from Eagle, a landfill in Pike County, Missouri (the “Eagle Ridge Landfill”) and substantially all of the assets used by Eagle related to the Eagle Ridge Landfill, including certain debts, in exchange for $9,506,500 in cash, subject to a working capital adjustment.

The Eagle Ridge Landfill is currently permitted to accept municipal solid waste. The Eagle Ridge Landfill is located in Bowling Green, Missouri. Meridian Land Company currently owns 265 acres at Eagle Ridge with 56.7 acres permitted and constructed to receive waste.

In addition to the Eagle Ridge Landfill, the Company operates, through Meridian Land Company, hauling operations in Bowling Green, Missouri, servicing commercial, residential and roll off customers in this market. The Company will be looking to expand its footprint in the market through an aggressive sales and marketing strategy, as well as through additional acquisitions.

Virginia Waste Operations

The CFS Group, LLC; The CFS Disposal & Recycling Services, LLC; RWG5, LLC

On February 15, 2017, the Company consummated the closing of the Membership Interest Purchase Agreement (the “Virginia Purchase Agreement”) by and between the Company and Waste Services Industries, LLC ("Seller"), pursuant to which the Company purchased from Seller 100% of the membership interests of The CFS Group, LLC (“CFS”), The CFS Disposal & Recycling Services, LLC (“CFS Disposal”), RWG5, LLC (“RWG5” and, together with CFS and CFS Disposal, the “CFS Companies”), in exchange for the following: (i) $40,000,000 in cash and assumption of certain capital leases, subject to a working capital adjustment in accordance with Section 2.6 of the Virginia Purchase Agreement and (ii) 500,000 shares of the Company’s common stock.

Collectively, the CFS Companies are non-hazardous solid waste management companies providing collection and transfer services for more than 30,000 commercial, industrial and residential customers in Virginia, with main facilities in Petersburg, Virginia and satellite facilities in Lunenberg, Virginia and Prince George, Virginia. Along with collection operations in Petersburg, the CFS Companies operate a transfer station, in Lunenberg, and owns two landfills, in Petersburg and Lunenberg. Approximately 81% of the CFS Companies’ 2015 revenue was from collection and transfer, utilizing over 60 collection vehicles.

Our acquisition of the CFS Companies is a key element of our strategy to create the vertically integrated infrastructure needed to expand our operations.

Customers

For the nine months ended September 30, 2016, Meridian has one municipal contract that accounted for 11% of HTS Waste’s long-term contracted revenue for such period. Meridian had two municipal contracts, the first of which accounted for 26%, and the ~~rules~~second of which accounted for 18%, of HTS Waste’s long-term contracted revenue for the year ended December 31, 2015.

Collection Services

Meridian, through its subsidiaries, provides solid waste collection services to approximately 65,000 industrial, commercial and residential customers in the Metropolitan St. Louis, Missouri area. In 2015, its collection revenue consisted of approximately 17% from services provided to industrial customers, 13% from services provided to commercial customers and 70% from services provided to residential customers.

In our commercial collection operations, we supply our customers with waste containers of various types and sizes. These containers are designed so that they can be lifted mechanically and emptied into a collection truck to be transported to a disposal facility. By using these containers, we can service most of our commercial customers with trucks operated by a single employee. Commercial collection services are generally performed under service agreements with a duration of one to five years with possible renewal options. Fees are generally determined by such considerations as individual market factors, collection frequency, the type of equipment we furnish, the type and volume or weight of the waste to be collected, the distance to the disposal facility and the cost of disposal.

Residential solid waste collection services often are performed under contracts with municipalities, which we generally secure by competitive bid and which give us exclusive rights to service all or a portion of the homes in these municipalities. These contracts usually range in duration from one to five years with possible renewal options. Generally, the renewal options are automatic upon the mutual agreement of the municipality and the provider; however, some agreements provide for mandatory re-bidding. Alternatively, residential solid waste collection services may be performed on a subscription basis, in which individual households or homeowners’ or similar associations contract directly with us. In either case, the fees received for residential collection are based primarily on market factors, frequency and type of service, the distance to the disposal facility and the cost of disposal.

Additionally, we rent waste containers and provide collection services to construction, demolition and industrial sites. We load the containers onto our vehicles and transport them with the waste to either a landfill or a transfer station for disposal. We refer to this as “roll-off” collection. Roll-off collection services are generally performed on a contractual basis. Contract terms tend to be shorter in length, in some cases having terms of only six months, and may vary according to the customers’ underlying projects.

Transfer and Disposal Services

Landfills are the main depository for solid waste in the United States. Solid waste landfills are built, operated, and tied to a state permit under stringent federal, state and local regulations. Currently, solid waste landfills in the United States must be designed, permitted, operated, closed and maintained after closure in compliance with federal, state and local regulations pursuant to Subtitle D of the Resource Conservation and Recovery Act of 1976, as amended. We do not operate hazardous waste landfills, which may be subject to even greater regulations. Operating a solid waste landfill includes excavating, constructing liners, continually spreading and compacting waste and covering waste with earth or other inert material as required, final capping, closure and post-closure monitoring. The objectives of these operations are to maintain sanitary conditions, to ensure the best possible use of the airspace and to prepare the site so that it can ultimately be used for other end use purposes.

Access to a disposal facility is a necessity for all solid waste management companies. While access to disposal facilities owned or operated by third parties can be obtained, we believe that it is preferable to internalize the waste streams when possible. Meridian is targeting further geographic, as well as operational expansion by focusing on markets with transfer stations and landfills available for acquisition.

Our transfer stations allow us to consolidate waste for subsequent transfer in larger loads, thereby making disposal in our otherwise remote landfills economically feasible. A transfer station is a facility located near residential and commercial collection routes where collection trucks take the solid waste that has been collected. The waste is unloaded from the collection trucks and reloaded onto larger transfer trucks for transportation to a landfill for final disposal. Transfer stations are generally owned by municipalities, with contracts to operate such transfer stations awarded based on bids. As an alternative to operating a transfer station directly, we could negotiate the use of a transfer station owned by a private party or operated by a competitor, which may not be as profitable as operating our own transfer station. In addition to increasing our ability to internalize the waste that our collection operations collect, using transfer stations reduces the costs associated with transporting waste to final disposal sites because the trucks we use for transfer have a larger capacity than collection trucks, thus allowing more waste to be transported to the disposal facility on each trip.

Our Operating Strengths

Experienced Leadership

We have a proven and experienced senior management team. Our Chief Executive Officer, Jeffrey S. Cosman, and President and COO Walter H. Hall, Jr. combine over 35 years of experience in the solid waste industry, including significant experience inlocal and regional operations, local and regional accounting, mergers & acquisitions, integration and the development of disposal capacity. Members of our team have held senior positions at Republic Services, Advanced Disposal, Southland Waste Services and Browning Ferris Industries. Our team has a proven track record withdevelopment and implementation of strategic marketplace plans, sales, safety, acquisitions, and coordination of assets and personnel.While our senior leadership team creates and drives our overall growth strategy, we rely on a decentralized management structure which does not interfere with local management and may afford us the opportunity to capitalize on growth and cost reduction at the local level.

Vertically Integrated Operations

The vertical integration of our operations allows us to manage the waste stream from the point of collection through disposal, which we hope will enable us to maximize profit by controlling costs and gaining competitive advantages, while still providing high-quality service to our customers. In the St. Louis market, because we have integrated our network of collection, transfer and disposal assets, primarily using our own resources, we generate a steady, predictable stream of waste volume and capture an incremental disposal margin. We charge tipping fees to third-party collection service providers for the use of our transfer stations or landfills, providing a source of recurring revenue. We believe this internalization rate provides us with a significant cost advantage over our competitors, positioning us well to win additional profitable business through new customer acquisition and municipal contract awards. We also believe this vertically integrated structure enables us to quickly and efficiently integrate future acquisitions of transfer stations, collection operations or landfills into our current operations.

Landfill and Transfer Station Assets

We have one active and strategically located landfill at the core of our integrated operations which we believe provides us a significant competitive advantage in Missouri, in that we do not need to use our competitors’ landfills. Our landfill has substantial remaining airspace.

The value of our landfill may be further enhanced by synergies associated with our vertically integrated operations, including our transfer stations, which enable us to cover a greater geographic area surrounding the landfill, and provide competitive advantages in that we would not need to use our competitors’ landfills. In our experience there has generally been a shift towards fewer, larger landfills, which has resulted in landfills that are generally located farther from population centers, with waste being transported longer distances between collection and disposal, typically after consolidation at a transfer station. With a landfill, transfer stations and collection services in place, we aim to provide vertically integrated operations that cover the substantial geographic area surrounding the landfill.

Acquisition Integration and Municipal Contracts

Our business model contemplates our ability to execute and integrate value-enhancing, tuck-in acquisitions and win new municipal contracts as a core component of our growth.

As a management team, we have experience executing large-scale transactions by direct association with our historical success at Republic Services, Advanced Disposal and Browning Ferris Industries. In addition to significantly expanding our scale of operations, the acquisitions of Christian Disposal and Eagle Ridge Landfill enhanced our geographic footprint by providing us with complementary operations throughout the state of Missouri. This has helped us realize cost efficiencies through improved internalization by virtue of increased route concentration and more efficient utilization of our assets.

Finally, our management team has demonstrated success in municipal contract bidding, as we currently serve approximately 30 municipalities and townships via contracts, historical arrangements or subscriptions with residents.

Long-Term Contracts

We serve approximately 65,000 residential, commercial and Construction and Industrial customers, with no single customer representing more than 12% of revenue in 2015. Our municipal customer relationships are generally supported by contracts ranging from three to seven years in initial duration with subsequent renewal periods, and we have a historical renewal rate of 100% with such customers. Our standard C&I service agreement is a five-year renewable agreement. We believe our customer relationships, long-term contracts and exceptional retention rate provide us with a high degree of stability as we continue to grow.

Customer Service

We maintain a central focus on customer service and we pride ourselves on trying to consistently exceed our customers' expectations. We believe investing in our customers' satisfaction will ultimately maximize customer loyalty price stability.

Commitment to Safety

The safety of our employees and customers is extremely important to us and we have a strong track record of safety and environmental compliance. We constantly review and assess our policies practices and procedures in order to create a safer work environment for our employees and to reduce the frequency of workplace injuries.

Our Growth Strategy

Growth of Existing Markets

We believe that as the residential population and number of businesses grow in our existing market, we will see waste volumes increase organically. We seek to remain active and alert with respect to the changing landscapes in the communities in which we already provide service in order obtain long-term contracts for collecting solid waste for residential collection, collection from municipalities, as well as collection from small and large commercial and industrial contracts. Obtaining long-term contracts may enable us to grow our revenue base at the same rate as the underlying economic growth in these markets. Furthermore, securing long-term contracts provides a significant barrier to entry from competitors in these markets.

Expanding into New Markets

Our operating model focuses on vertically integrated operations. We continue to pursue a growth strategy that includes acquiring solid waste companies that complement our existing business. Our goal is to create market-specific, vertically integrated operations consisting of one or more collection operations, transfer stations and landfills.

As we expand, we plan to focus our business in the secondary markets where competition from national service providers is limited. We plan to start new market development projects in certain disposal-neutral markets in which we will provide services under exclusive arrangements with municipal customers, which facilitates highly-efficient and profitable collection operations and lower capital requirements. We believe this strategic focus positions us to maintain significant share within our target markets, maximize customer retention and benefit from a higher and more stable pricing environment.

Acquisition and Integration

Our revenue model is based on organic growth of operations, the acquisition of established operations in new markets as well as being able execute value-adding, tuck-in acquisitions. We hope to direct acquisition efforts towards those markets in which we would be able to provide vertically integrated collection and disposal services and/or provide waste collection services, pursuant to contracts that grant exclusivity. Prior to acquisition, we analyze each prospective target for cost savings through the elimination of inefficiencies and excesses that are typically associated with private companies competing in fragmented industries. We aim to realize synergies from consolidating businesses into our existing operations, which we hope will allow us to reduce capital and expense requirements associated with truck routing, personnel, fleet maintenance, inventories and back-office administration.

Pursue Additional Exclusive Municipal Contracts

We intend to devote significant resources to securing additional municipal contracts. Our management team is well versed in bidding for municipal contracts with over 35 years of experience and working knowledge in the solid waste industry and local service areas in existing and target markets. We hope to procure and negotiate additional exclusive municipal contracts, allowing us to maintain stable recurring revenue but also providing a significant barrier to entry to our competitors in those markets.

Invest in Strategic Infrastructure

We will continue to invest in our infrastructure to support growth and increase our margins. Given the long remaining life of our existing landfill, we will invest resources toward its development and enhancement in order to increase our disposal capacity. Similarly, we will continue to evaluate opportunities to maximize the efficiency of our collection operations.

Waste Industry Overview

The non-hazardous solid waste industry can be divided into the following three categories: collection, transfer and disposal services. In our management’s experience, companies engaging in collection and/or transfer operations of solid waste typically have lower margins than those performing disposal service operations. By vertically integrating collection, transfer and disposal operations, operators seek to capture significant waste volumes and improve operating margins.

During the past four decades, our industry has experienced periods of substantial consolidation activity; however, we believe significant fragmentation remains. We believe that there are two primary factors that lead to consolidation:

	●	Stringent industry regulations have caused operating and capital costs to rise, with many local industry participants finding these costs difficult to bear and deciding to either close their operations or sell them to larger operators; and

	●	Larger operators are increasingly pursuing economies of scale by vertically integrating their operations or by utilizing their facility, asset and management infrastructure over larger volumes and, accordingly, larger solid waste collection and disposal companies aim to become more cost-effective and competitive by controlling a larger waste stream and by gaining access to significant financial resources to make acquisitions.

Competition

The solid waste collection and disposal industry is highly competitive and, following consolidation, remains fragmented, and requires substantial labor and capital resources. The industry presently includes large, publicly-held, national waste companies such as Republic Services, Inc. and Waste Management, Inc., as well as numerous other public and privately-held waste companies. Our existing market and certain of the markets in which we will likely compete are served by one or more of these companies, as well as by numerous privately-held regional and local solid waste companies of varying sizes and resources, some of which have accumulated substantial goodwill in their markets. We also compete with operators of alternative disposal facilities and with counties, municipalities and solid waste districts that maintain their own waste collection and disposal operations. Public sector operations may have financial advantages over us because of potential access to user fees and similar charges, tax revenues and tax-exempt financing.

We compete for collection based primarily on geographic location and the price and quality of our services. From time to time, our competitors may reduce the price of their services in an effort to expand their market share or service areas or to win competitively bid municipal contracts. These practices may cause us to reduce the price of our services or, if we elect not to do so, to lose business.

Our management has observed significant consolidation in the solid waste collection and disposal industry, and, as a result of this perceived consolidation, we encounter competition in our efforts to acquire landfills, transfer stations and collection operations. Competition exists not only for collection, transfer and disposal volume but also for acquisition candidates. We generally compete for acquisition candidates with large, publicly-held waste management companies, private equity backed firms as well as numerous privately-held regional and local solid waste companies of varying sizes and resources. Competition in the disposal industry may also be affected by the increasing national emphasis on recycling and other waste reduction programs, which may reduce the volume of waste deposited in landfills. Accordingly, it may become uneconomical for us to make further acquisitions or we may be unable to locate or acquire suitable acquisition candidates at price levels and on terms and conditions that we consider appropriate, particularly in markets we do not already serve.

Sales and Marketing

We focus our marketing efforts on increasing and extending business with existing customers, as well as increasing our new customer base. Our sales and marketing strategy is to provide prompt, high quality, comprehensive solid waste collection to our customers at competitive prices. We target potential customers of all sizes, from small quantity generators to large companies and municipalities. Because the waste collection and disposal business is a highly localized business, most of our marketing activity is local in nature.

Government Contracts

We are party to contracts with municipalities and other associations and agencies. Many of these contracts are or will be subject to competitive bidding. We may not be the successful bidder, or we may have to substantially lower prices in order to be the successful bidder. In addition, some of our customers may have the right to terminate their contracts with us before the end of the contract term.

Municipalities may annex unincorporated areas within counties where we provide collection services, and as a result, our customers in annexed areas may be required to obtain service from competitors who have been franchised or contracted by the annexing municipalities to provide those services. Some of the local jurisdictions in which we currently operate grant exclusive franchises to collection and disposal companies, others may do so in the future, and we may enter markets where franchises are granted by certain municipalities, thereby reducing the potential market opportunity for us.

Regulation

Our business is subject to extensive and evolving federal, state and local environmental, health, safety and transportation laws and regulations. These laws and regulations are administered by the U.S. Environmental Protection Agency, or EPA, and various other federal, state and local environmental, zoning, air, water, transportation, land use, health and safety agencies. Many of these agencies regularly inspect our operations to monitor compliance with these laws and regulations. Governmental agencies have the authority to enforce compliance with these laws and regulations and to obtain injunctions or impose civil or criminal penalties in cases of violations. We believe that regulation of the waste industry will continue to evolve, and we will adapt to future legal and regulatory requirements to ensure compliance.

The bond for our landfill is approximately $7.4 million, with premiums in the approximate amount of $250,000.

Our operations are subject to extensive regulation, principally under the federal statutes described below.

The Resource Conservation and Recovery Act of 1976, as amended, or RCRA. RCRA regulates the handling, transportation and disposal of hazardous and non-hazardous wastes and delegates authority to states to develop programs to ensure the safe disposal of solid wastes. On October 9, 1991, the EPA promulgated Solid Waste Disposal Facility Criteria for non-hazardous solid waste landfills under Subtitle D of RCRA. Subtitle D includes location standards, facility design and operating criteria, closure and post-closure requirements, financial assurance standards and groundwater monitoring, as well as corrective action standards, many of which had not commonly been in place or enforced at landfills. Subtitle D applies to all solid waste landfill cells that received waste after October 9, 1991, and, with limited exceptions, required all landfills to meet these requirements by October 9, 1993. All states in which we operate have EPA-approved programs which implemented at least the minimum requirements of Subtitle D and in some states even more stringent requirements.

The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or CERCLA. CERCLA, which is also known as Superfund, addresses problems created by the release or threatened release of hazardous substances (as defined in CERCLA) into the environment. CERCLA’s primary mechanism for achieving remediation of such problems is to impose strict joint and several liability for cleanup of disposal sites on current owners and operators of the site, former site owners and operators at the time of disposal and parties who arranged for disposal at the facility (i.e., generators of the waste and transporters who select the disposal site). The costs of a CERCLA cleanup can be substantial. In addition to ordering remediation work to be undertaken, federal or state agencies can perform remediation work themselves and seek reimbursement of their costs from potentially liable parties, and may record liens to enforce their cost recovery claims. Beyond cleanup costs, federal and state agencies may also assert claims for damages to natural resources, like groundwater aquifers, surface water bodies and ecosystems. Liability under CERCLA is not dependent on the existence or intentional disposal of “hazardous wastes” (as defined under RCRA), but can also be based upon the release or threatened release, even as a result of lawful, unintentional and non-negligent action, of any one of the more than 700 “hazardous substances” listed by the EPA, even in minute amounts.

The Federal Water Pollution Control Act of 1972, as amended, or the Clean Water Act. This act establishes rules regulating the discharge of pollutants into streams and other waters of the United States (as defined in the Clean Water Act) from a variety of sources, including solid waste disposal sites. If wastewater or stormwater from our transfer stations may be discharged into surface waters, the Clean Water Act requires us to apply for and obtain discharge permits, conduct sampling and monitoring and, under certain circumstances, reduce the quantity of pollutants in those discharges. In 1990, the EPA issued additional rules under the Clean Water Act, which establish standards for management of storm water runoff from landfills and which require landfills that receive, or in the past received, industrial waste to obtain storm water discharge permits. In addition, if a landfill or transfer station discharges wastewater through a sewage system to a publicly-owned treatment works, the facility must comply with discharge limits imposed by the treatment works. Also, if development of a landfill may alter or affect “wetlands,” the owner may have to obtain a permit and undertake certain mitigation measures before development may begin. This requirement is likely to affect the construction or expansion of many solid waste disposal sites.

The Clean Air Act of 1970, as amended, or the Clean Air Act. The Clean Air Act provides for increased federal, state and local regulation of the emission of air pollutants. The EPA has applied the Clean Air Act to solid waste landfills and vehicles with heavy duty engines, such as waste collection vehicles. Additionally, in March 1996, the EPA adopted New Source Performance Standards and Emission Guidelines (the “Emission Guidelines”) for municipal solid waste landfills to control emissions of landfill gases. These regulations impose limits on air emissions from solid waste landfills. The Emission Guidelines impose two sets of emissions standards, one of which is applicable to all solid waste landfills for which construction, reconstruction or modification was commenced before May 30, 1991. The other applies to all municipal solid waste landfills for which construction, reconstruction or modification was commenced on or after May 30, 1991. These guidelines, combined with the new permitting programs established under the Clean Air Act, could subject solid waste landfills to significant permitting requirements and, in some instances, require installation of gas recovery systems to reduce emissions to allowable limits. The EPA also regulates the emission of hazardous air pollutants from municipal landfills and has promulgated regulations that require measures to monitor and reduce such emissions.

Climate Change. A variety of regulatory developments, proposals or requirements have been introduced that are focused on restricting the emission of carbon dioxide, methane and other gases known as greenhouse gases. Congress has considered legislation directed at reducing greenhouse gas emissions. There has been support in various regions of the country for legislation that requires reductions in greenhouse gas emissions, and some states have already adopted legislation addressing greenhouse gas emissions from various sources. In 2007, the U.S. Supreme Court held in Massachusetts, et al. v. EPA that greenhouse gases are an “air pollutant” under the federal Clean Air Act and, thus, subject to future regulation. In a move toward regulating greenhouse gases, on December 15, 2009, the EPA published its findings that emission of carbon dioxide, methane and other greenhouse gases present an endangerment to human health and the environment because greenhouse gases are, according to EPA, contributing to climate change. On October 30, 2009, the EPA published the greenhouse gas reporting final rule, effective December 29, 2009, which establishes a new comprehensive scheme requiring certain specified industries as well as operators of stationary sources emitting more than established annual thresholds of carbon dioxide-equivalent greenhouse gases to inventory and report their greenhouse gas emissions annually. Municipal solid waste landfills are subject to the rule. In 2009, the EPA also proposed regulations that would require a reduction in emissions of greenhouse gases from motor vehicles. According to the EPA, the final motor vehicle greenhouse gas standards will trigger construction and operating permit requirements for stationary sources that exceed potential-to-emit (PTE) thresholds for regulated pollutants. As a result, the EPA has proposed to tailor these programs such that only large stationary sources, such as electric generating units, cement production facilities, and petroleum refineries will be required to have air permits that authorize greenhouse gas emissions.

The Occupational Safety and Health Act of 1970, as amended, or OSHA. OSHA establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration and various record keeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to our operations.

Flow Control/Interstate Waste Restrictions. Certain permits and approvals, as well as certain state and local regulations, may limit a landfill or transfer station to accepting waste that originates from specified geographic areas, restrict the importation of out-of-state waste or wastes originating outside the local jurisdiction or otherwise discriminate against non-local waste. From time to time, federal legislation is proposed that would allow some local flow control restrictions. Although no such federal legislation has been enacted to date, if such federal legislation should be enacted in the future, states in which we use landfills could limit or prohibit the importation of out-of-state waste or direct that wastes be handled at specified facilities. These restrictions could also result in higher disposal costs for our collection operations. If we were unable to pass such higher costs through to our customers, our business, financial condition and operating results could be adversely affected.

State and Local Regulation. Each state in which we now operate or may operate in the future has laws and regulations governing the generation, storage, treatment, handling, transportation and disposal of solid waste, occupational safety and health, water and air pollution and, in most cases, the siting, design, operation, maintenance, closure and post-closure maintenance of landfills and transfer stations. State and local permits and approval for these operations may be required and may be subject to periodic renewal, modification or revocation by the issuing agencies. In addition, many states have adopted statutes comparable to, and in some cases more stringent than, CERCLA. These statutes impose requirements for investigation and cleanup of contaminated sites and liability for costs and damages associated with such sites, and some provide for the imposition of liens on property owned by responsible parties. Furthermore, many municipalities also have ordinances, local laws and regulations affecting our operations. These include zoning and health measures that limit solid waste management activities to specified sites or activities, flow control provisions that direct or restrict the delivery of solid wastes to specific facilities, laws that grant the right to establish franchises for collection services and then put such franchises out for bid and bans or other restrictions on the movement of solid wastes into a municipality.

Certain state and local jurisdictions may also seek to enforce flow control restrictions through local legislation or contractually. In certain cases, we may elect not to challenge such restrictions. These restrictions could reduce the volume of waste going to landfills in certain areas, which may adversely affect our ability to operate our landfills at their full capacity and/or reduce the prices that we can charge for landfill disposal services. These restrictions may also result in higher disposal costs for our collection operations. If we were unable to pass such higher costs through to our customers, our business, financial condition and operating results could be adversely affected.

Permits or other land use approvals with respect to a landfill, as well as state or local laws and regulations, may specify the quantity of waste that may be accepted at the landfill during a given time period and/or specify the types of waste that may be accepted at the landfill. Once an operating permit for a landfill is obtained, it must generally be renewed periodically.

There has been an increasing trend at the state and local level to mandate and encourage waste reduction and recycling and to prohibit or restrict the disposal in landfills of certain types of solid wastes, such as construction and demolition debris, yard wastes, food waste, beverage containers, unshredded tires, lead-acid batteries, paper, cardboard and household appliances.

Many states and local jurisdictions have enacted “bad boy” laws that allow the agencies that have jurisdiction over waste services contracts or permits to deny or revoke these contracts or permits based on the applicant’s or permit holder’s compliance history. Some states and local jurisdictions go further and consider the compliance history of the parent, subsidiaries or affiliated companies, in addition to that of the applicant or permit holder. These laws authorize the agencies to make determinations of an applicant’s or permit holder’s fitness to be awarded a contract to operate and to deny or revoke a contract or permit because of unfitness unless there is a showing that the applicant or permit holder has been rehabilitated through the adoption of various operating policies and procedures put in place to assure future compliance with applicable laws and regulations.

Some state and local authorities enforce certain federal laws in addition to state and local laws and regulations. For example, in some states, RCRA, OSHA, parts of the Clean Air Act and parts of the Clean Water Act are enforced by local or state authorities instead of the EPA, and in some states those laws are enforced jointly by state or local and federal authorities.

Public Utility Regulation. In many states, public authorities regulate the rates that landfill operators may charge.

Seasonality

Based on our industry and our historic trends, we expect our operations to vary seasonally. Typically, revenue will be highest in the second and third calendar quarters and lowest in the first and fourth calendar quarters. These seasonal variations result in fluctuations in waste volumes due to weather conditions and general economic activity. We also expect that our operating expenses may be higher during the winter months due to periodic adverse weather conditions that can slow the collection of waste, resulting in higher labor and operational costs.

Employees

As of December 31, 2016, we have approximately 180 full-time employees. None of our employees are represented by a labor union. We have not experienced any work stoppages and we believe that our relations with our employees are good.

Properties

Our principal executive office is located at 12540 Broadwell Road, Suite 2104, Milton, Georgia and is an approximately 3,500 sq. ft. office space rented at a rate of $2,600 per month. We also lease approximately 8,500 sq. ft. of office space rented at a rate of $23,000 per month in Bridgeton, Missouri. It is our belief that such space is adequate for our immediate office needs. Additional space may be required as we expand our business activities, but we do not foresee any significant difficulties in obtaining additional office facilities if deemed necessary.

Our principal property and equipment is comprised of land, a landfill, buildings, vehicles and equipment in the State of Missouri. In addition, we lease real property and own a landfill. These properties are sufficient to meet the Company’s current operational needs; however, the Company is exploring the potential acquisition and/or leasing of additional properties pursuant to its growth strategies.

Legal Proceedings

There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. Except as described below, no current director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No current director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No current director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

On September 30, 2016, the SEC issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (collectively, the “Order”) against D’Arelli Pruzansky, P.A. (the “Firm”), Joseph D’Arelli, CPA, and Mitchell Pruzansky, CPA (collectively, the “Respondents”). Mr. D’Arelli, currently the Company’s Chief Financial Officer, was a partner and shareholder of the Firm from October 2012 through May 2016. Respondents have consented to the Order pursuant to Offers of Settlement, accepted by the SEC, pursuant to which Respondents neither admitted nor denied the findings in the Order. During a Public Company Accounting Oversight Board (PCAOB) inspection in July 2015, the Firm was informed that it had failed to comply with the SEC’s partner rotation requirements because Mr. D’Arelli and Mr. Pruzansky performed quarterly reviews after being the lead audit partner for five consecutive audits, with respect to two issuer audit clients. In August 2015, the Firm reviewed all of its engagements and self-reported instances of such rotation issue regarding additional issuer audit clients. Respondents have been ordered to cease and desist from committing or causing any violations and any future violations of Sections 10A(j) and 13(a) of the Exchange Act and Rules 10A-2 and 13a-13 thereunder and to pay, jointly and severally, a civil penalty of $50,000.

In addition, there are no material proceedings to which any affiliate of our Company, or any owner of record or beneficially of more than five percent of any class of voting securities of our Company, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.

However, from time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully consider the risk factors incorporated by reference to our Registration Statement on Form S-1, filed with the SEC on September 9, 2016, as amended, our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.

This prospectus contains forward-looking statements that involve risks and uncertainties, principally in the sections entitled “Risk Factors.” All statements other than statements of historical fact contained in this prospectus, including ~~Rules 101 through 104,~~statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from what is expressed in or suggested by the forward-looking statements.

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

We intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.

The following description of our capital stock is not complete and may not contain all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our Certificate of Incorporation and Bylaws, which have been publicly filed with the SEC. See “Where You Can Find More Information; Incorporation by Reference.”

Our authorized capital stock consists of 75,000,000 shares of common stock, par value of $0.025 per share, and 5,000,000 shares of preferred stock, par value of $0.001 per share. As of March 8, 2017 there were 6,938,112 shares of our common stock issued and outstanding held by 145 holders of record. We currently have (i) 51 shares of Series A Preferred Stock authorized of which 51 shares of Series A Preferred Stock are issued and outstanding; (ii) 71,120 shares of Series B Preferred Stock authorized of which 0 shares of Series B Preferred Stock are issued and outstanding; (iii) 67,361 shares of Series C Preferred Stock authorized of which 0 shares of Series C Preferred Stock are issued and outstanding; and (iv) 4,861,468 shares of undesignated “blank check” preferred stock.

Each share of our common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally by our stockholders. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so.

Holders of our common stock will be entitled to dividends in such amounts and at such times as our Board of Directors in its discretion may declare out of funds legally available for the payment of dividends. We currently do not anticipate paying any cash dividends on the common stock in the foreseeable future. Any future dividends will be paid at the discretion of our Board of Directors after taking into account various factors, including:

If we liquidate or dissolve our business, the holders of our common stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive their liquidation preferences in full.

Our common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund.

The Company has 5,000,000 authorized shares of preferred stock par value $0.001 per share, which have three classes. The Series A Preferred Stock has 51 shares issued and outstanding, the Series B Preferred Stock has 0 shares issued and outstanding and the Series C Preferred Stock has 0 shares issued and outstanding.

Our Board has the authority, within the limitations and restrictions in our certificate of incorporation, to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of any series, without further vote or action by the stockholders. The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing a change in our control without further action by the stockholders. The issuance of shares of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of our common stock. In some circumstances, this issuance could have the effect of decreasing the market price of our common stock.

Undesignated preferred stock may enable our Board to render more difficult or to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock may adversely affect the rights of our common stockholders. For example, any shares of preferred stock issued may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. As a result, the issuance of shares of preferred stock, or the issuance of rights to purchase shares of preferred stock, may discourage an unsolicited acquisition proposal or bids for our common stock or may otherwise adversely affect the market price of our common stock or any existing preferred stock.

Each share of the Series A Preferred 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.

The Company and the holder(s) of the Series A Preferred Stock intend to reach agreement providing for the cancelation of the Series A Preferred Stock at such time that the holder(s) no longer have in place any personal guaranties on the Company's liabilities, provided that such disposition of the Series A Preferred Stock by the holder(s) thereof would not result in an event of default under any material contract of the Company. There can be no assurances, however, that any such agreement with respect to the terms of the Series A Preferred Stock will occur.

Holders of the Series B Preferred Stock shall be entitled to receive when and if declared by the Board of Directors cumulative dividends at a rate of twelve percent (12%) of the Original Issue Price. 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” set forth in the Series B Preferred Stock Certificate of Designations, which is equal to the Original Issue Price divided 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 applicable notice of conversion. In no event shall a holder of Series B Preferred Stock be entitled to make conversions that would result in beneficial ownership by such holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock of the Company. The Series B Preferred Stock may be redeemed at the Company’s option, in whole or in part, at any time and from time to time, at a redemption price per share equal to $100 per share, plus any accrued and unpaid dividends on the shares to be redeemed; provided, however, that if there are any accrued yearly dividends on the Series B Preferred Stock which have not been paid or declared and a sum sufficient for the payment thereof set apart, the Company may not redeem any shares of Series B Preferred Stock unless all then outstanding shares of such stock are so redeemed.

Holders of the Series C Preferred Stock shall be entitled to receive dividends out of any assets legally available at a rate of eight percent (8%) per share per annum, payable quarterly. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Series C Preferred Stock shall be entitled to receive, immediately prior and in preference to any distribution to the holders of the Company's other equity securities, including the Common Stock, Series A Preferred Stock, and Series B Preferred Stock, a liquidation preference equal to $22.40 per share plus all accrued and unpaid dividends of the Series C Preferred Stock. Pursuant a Qualified Offering, the shares of Series C Preferred Stock were automatically converted at a conversion price that reflected a 20% discount to the price of the Common Stock pursuant to such Qualified Offering.

As of March 8, 2017, we have 12,250 outstanding options and 3,112,871 shares issuable upon the exercise of warrants. There are no other outstanding warrants or options at this time.

Mr. Jeffrey S. Cosman, our chief executive officer, is the beneficial owner of 100% of the outstanding shares of the Company’s Series A Preferred Stock. As a result, our chief executive officer would have significant influence over most matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions, even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our Company that other stockholders may view as beneficial.

These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us.

These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may ~~limit~~have the ~~timing~~effect of ~~purchases~~deterring hostile takeovers or delaying changes in our control or management. As a consequence, these provisions also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.

Our common stock is listed on the NASDAQ Capital Market under the symbol “MRDN.”

Our transfer agent and registrar for our common stock is Issuer Direct Corporation, 500 Perimeter Park Drive, Morrisville, NC 27560.

We may issue warrants to purchase shares of our common stock and preferred stock in one or more series together with other securities or separately, as described in the applicable prospectus supplement. Below is a description of certain general terms and provisions of the ~~Shares.~~ warrants that we may offer. Particular terms of the warrants will be described in the warrant agreements to be entered into by the Company, a warrant agent to be named by the Company, and the holders from time to time of the warrants and the prospectus supplement relating to the warrants. Copies of the form agreement for each warrant and the warrant certificate, if any, reflecting the provisions to be included in such agreements that will be entered into with respect to a particular offering of each type of warrant, will be filed with the SEC and incorporated by reference as exhibits to the registration statement of which this prospectus forms a part. You should read the applicable warrant agreement for additional information before you purchase any of our warrants.

The ~~Shares offered hereby~~prospectus supplement relating to any warrants we offer will describe the specific terms relating to the offering. These terms may include some or all of the following:

Until the warrants are exercised, holders of the warrants will not have any rights of holders of the underlying securities.

As of March 8, 2017, we had warrants (the “Warrants”, and each a “Warrant”) to purchase up to 3,112,871 shares of our common stock outstanding. Such warrants are listed on the Nasdaq Capital Market under the symbol “MRDNW.” On March 8, 2017, the last reported sale price of the Warrants on the Nasdaq Capital Market was $0.65 per share. The provisions of the Warrants are summarized below, but are qualified in their entirety by the language of the Warrants as filed with our Registration Statement on Form S-1, filed with the SEC on September 9, 2016, as amended, and any amendment or report filed with the SEC for the purpose of updating the description.

Exercisability. The Warrants are exercisable immediately upon issuance and at any time up to the date that is five years from the date of issuance. The Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below).

Cashless Exercise. In the event that a registration statement covering shares of common stock underlying the Warrants, or an exemption from registration, is not available for the resale of such shares of common stock underlying the Warrants, the holder may, in its sole discretion, exercise the Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the warrant. In no event shall we be required to make any cash payments or net cash settlement to the registered holder in lieu of issuance of common stock underlying the warrants.

Certain Adjustments. The exercise price and the number of shares of common stock purchasable upon the exercise of the Warrants are subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations and reclassifications of our common stock.

Transferability. Subject to applicable laws, the Warrants may be transferred at the option of the holders upon surrender of the Warrants to us together with the appropriate instruments of transfer.

Warrant Agent and Exchange Listing. The Warrants were issued in registered form under a warrant agency agreement between Issuer Direct Corporation, as warrant agent, and us.

Fundamental Transactions. If, at any time while the Warrants are outstanding, (1) we consolidate or merge with or into another corporation and we are not the surviving corporation, (2) we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets, (3) any purchase offer, tender offer or exchange offer (whether by us or another individual or entity) is completed pursuant to which holders of our shares of common stock are permitted to sell, tender or exchange their shares of common stock for other securities, cash or property and has been accepted by the holders of 50% or more of our outstanding shares of common stock, (4) we effect any reclassification or recapitalization of our shares of common stock or any compulsory share exchange pursuant to which our shares of common stock are converted into or exchanged for other securities, cash or property, or (5) we consummate a stock or share purchase agreement or other business combination with another person or entity whereby such other person or entity acquires more than 50% of our outstanding shares of common stock, each a “Fundamental Transaction,” then upon any subsequent exercise of the Warrants, the holder thereof will have the right to receive the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of warrant shares then issuable upon exercise of the Warrant, and any additional consideration payable as part of the Fundamental Transaction.

Rights as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our common stock, the holder of a warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the Warrant.

Governing Law. The Warrants and the warrant agency agreement are governed by New York law.

We may issue rights to our stockholders to purchase shares of our common stock or preferred stock described in this prospectus. We may offer rights separately or together with one or more additional rights, preferred stock, common stock, warrants or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights agent for any rights we offer will be set forth in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement and ~~sold~~rights certificate for additional information before you decide whether to purchase any of our rights.

The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other matters:

If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering.

We may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units.

The following description, together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus.

If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:

We may sell the securities from time to time pursuant to ~~Rule 415 under the Securities Act~~underwritten public offerings, negotiated transactions, block trades or a combination of ~~1933, as amended (the "Securities Act"), by the Selling Securityholders~~these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers. The securities may be distributed from time to time in one or more ~~transactions on The Nasdaq SmallCap Market, in negotiated transactions, or a combination of such transactions. The Shares may be sold~~ transactions:

Each time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the securities and the proceeds to us, if applicable.

Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement.

If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale ~~at prices related~~and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to ~~such prevailing market prices~~make resales of the securities to the public. In connection with the sale of the securities, we or ~~at negotiated prices. The Selling Securityholders may effect such transactions by selling~~ the ~~Shares directly to~~ purchasers ~~or through underwriters or broker-dealers who may effect such transactions by selling~~of securities for whom the ~~shares directly to purchasers or through underwriters or broker-dealers who~~underwriter may act as ~~agents~~agent, may compensate the underwriter in the form of underwriting discounts or ~~principals. Underwriters~~commissions. The underwriter may sell the securities to or ~~broker-dealers~~through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the ~~Selling Securityholders~~ underwriters and/or commissions from the purchasers ~~of the Shares~~ for ~~whom the underwriters or broker-dealers~~which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer.

Any compensation paid to underwriters, dealers or ~~to whom they sell as principal or both. The date of this Prospectus is _______________ , 1997~~ ~~RISK FACTORS The Common Stock being offered hereby involves a high degree of risk. Prior to making any investment decision, prospective investors should carefully consider~~agents in connection with the ~~following factors, in addition to the other information presented in this Prospectus relating to the business~~offering of the ~~Company~~securities, and the Offering. HISTORY OF LOSSES. For the fiscal years ended December 31, 1996 and December 31, 1995, the Company generated net sales of $4,232,616 and $1,741,014, respectively, and incurred net losses of $4,978,127 and $1,861,221, respectively. For at least the current fiscal year, the Companyany discounts, concessions or commissions allowed by underwriters to participating dealers will ~~continue to incur substantial losses from operations as a result of, among other things, its expansion efforts. There can~~ be ~~no assurance that the Company's operations will achieve profitability at any time~~provided in the future or, if achieved, sustain such profitability. EXPLANATORY PARAGRAPH IN INDEPENDENT AUDITOR'S REPORT. The Company's independent auditors included an explanatory paragraph in their report on the Company's financial statements as of December 31, 1996applicable prospectus supplement. Underwriters, dealers and 1995 and for the years then ended incorporated by reference in this Prospectus stating that certain factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to obtain additional financing and to generate sufficient cash flow to meet its obligations on a timely basis. The Company anticipates that it will continue to incur operating losses for the foreseeable future. There can be no assurance that the Company can continue as a going concern. NEED FOR ADDITIONAL FINANCING; INCREASE IN OPERATING COSTS; AVAILABILITY OF SUPPLIES. The Company had a working capital deficiency at September 30, 1997 of approximately $1,129,729. The Company believes it has adequate capital to fund current operations for the next 12 months. However, the Company may be required to obtain additional financing earlier in order to continue its operations and expansion strategy and maintain the listing of its Common Stock on The Nasdaq SmallCap Market or otherwise. There can be no assurance that additional funds will be available when needed, or if available, will be on favorable terms oragents participating in the amounts required by the Company. If adequate funds are not available to the Company when needed, it may be required to delay, scale back or eliminate some or all of its efforts or other operations, which will have a material adverse effect on the Company's business, results of operations and prospects. Any future issuancesdistribution of the Company's securities will cause dilution to the Company's then existing stockholders, which in certain circumstances could be substantial. In January 1997, the Company acquired all of the outstanding capital stock of J.M. Specialties, Inc. ("JMS") and in August 1997, the Company acquired all of the outstanding capital stock of Chatterley Elegant Desserts, Inc. ("Chatterley"). The continuation of the Company's expansion strategy will, at least initially with respect to each acquisition, result in an increase in operating costs which, in turn, could adversely affect the Company's business, financial condition or results of operations. In addition, factors such as inflation, increased food costs, construction cost overruns, increased labor and employee benefit costs and the retention of qualified management and hourly employees may increase its operating costs. The Company currently purchases all of its ingredients, such as butter, eggs, sugar and flour, from three suppliers. The costs of such items, like other commodities, is subject to fluctuations due to changes in economic conditions, weather, demand and other factors, many of which are beyond the Company's control. The Company historically has been able to pass significant price increases through to its customers. However, no assurance can be given that it will be able to do so in the future. In addition, increases in coffee prices could have a material adverse effect on the Company's results of operations. The Company believes that alternative sources for its ingredients are readily available and does not believe that the loss of any of its current suppliers would have a material adverse effect on its business, financial condition or results of operations. 2 SUCCESS OF EXPANSION STRATEGY; RECENT ACQUISITIONS; CONTINUATION OF LICENSE AGREEMENT WITH MACY'S. The Company intends to significantly increase its institutional/wholesale and mail order operations. In January 1997, the Company acquired all of the outstanding capital stock of JMS and in August 1997, the Company acquired all of the outstanding capital stock of Chatterley. JMS and Chatterley are wholesale bakery operations. In addition, the Company presently operates four retail stores in New York City under the name William Greenberg Jr. Desserts and Cafes, including a cafe at Macy's Herald Square. Having recently embarked on its expansion strategy, there can be no assurance that the Company will successfully implement its strategy or that its strategy will result in profitability. Consistent with its business strategy, the Company anticipates entering into new geographic regions in which it has no previous operating experience. No assurance can be given that Greenberg's will be successful in geographic areas outside of the New York City area. The Company is also party to a license agreement with Macy's East, Inc. ("Macy's") which is automatically renewable for successive one year periods. Macy's or the Company has the right, at any time within 90 days of each renewal term, to terminate the license. While the Company has no reason to believe that the license will not be renewed annually, no assurance can be given that Macy's or the Company will continue to renew the license. In the event the license is not renewed, the Company's business, financial condition or results of operations may be materially and adversely affected. DEPENDENCE ON KEY PERSONNEL. The Company is dependent on the experience, abilities and continued services of Philip Grabow, the Company's Chairman of the Board, President and Chief Executive Officer, and David Abrahami, the Company's Chief Operating Officer. The Company has entered into employment agreements with each of these individuals. The loss of services of any one of these individuals or other key personnel could have a material adverse effect on the Company's business, financial condition or results of operations. CONTROL OF COMPANY BY MANAGEMENT. Philip Grabow owns 500,000 sharesof Common Stock and Yona Abrahami, Chief Operating Officer of the Company's Chatterley division and wife of David Abrahami, owns 1,300,000 shares of Common Stock (subject to reduction in accordance with an agreement to be negotiated between the Company and Ms. Abrahami), together representing an aggregate of approximately 35% of the issued and outstanding shares of Common Stock of the Company (excluding warrants to purchase 300,000 shares of Common Stock owned by Mr. Grabow, and 100,000 Options and Warrants to purchase 140,000 shares of Common Stock owned by Mr. Abrahami). Accordingly, Mr. Grabow and Ms. Abrahami will be able to effectively control the election of the Company's Board of Directors and in general to effectively determine the outcome of any corporate transaction or other matters submitted to the Company's shareholders for approval including mergers, acquisitions, consolidations or the sale of all or substantially all of the Company's assets. See "Description of Securities." POTENTIAL LIABILITY; AVAILABILITY OF INSURANCE. The Company, from time to time, is subject to lawsuits as a result of its business and currently maintains insurance relating to personal injury and product liability in amounts that it considers adequate and customary for the food industry. While the Company has been able to obtain such insurance in the past, no assurances can be given that it will be able to maintain these insurance policies in the future. In addition, any successful claim against the Company, in an amount exceeding its insurance coverage, could have a material adverse effect on its business, financial condition or results of operations. GOVERNMENT REGULATION; MAINTENANCE OF LICENSES AND CERTIFICATION. The Company is subject to numerous state regulations relating to the preparation and sale of food. It is also subject to federal and state laws governing the Company's relationship with employees, including minimum wage requirements, overtime, working and safety conditions, and citizenship requirements. The failure to obtain or retain the required food licenses or to be in compliance with applicable governmental regulations, or any increase in the minimum wage rate, employee benefits costs (including costs associated with mandated health 3 insurance coverage) or other costs associated with employees, could adversely affect the business, financial condition or results of operations of the Company. Changes in the laws regarding the minimum wage rate and other employee benefits and the preparation and sale of food could adversely affect the Company's operations as well as the food industry in general. In addition, the Company's products are certified as kosher by independent entities. The Company believes that it will continue to meet the kosher certification requirements. However, to the extent that the Company relies on its kosher clientele, the failure to retain or obtain such certification in the future could have a material adverse effect on the Company's business, financial condition or results of operations. RISKS ASSOCIATED WITH FOOD SERVICE INDUSTRY. The results of operations of food service businesses are affected by, among other things, changes in consumer tastes, national, regional and local economic conditions, demographic trends, traffic patterns and the type, number, and location of competing units. Food service companies also can be substantially adversely affected by publicity resulting from poor food quality, illness, injury, health concerns, methods of food preparation or operating difficulties. There can be no assurance that the Company will be able to maintain the quality of its food products or avoid adverse publicity in the event of an illness, injury or the like. In addition, the Company is dependent on frequent deliveries of fresh ingredients and is therefore subject to the risk that shortages or interruptions in supply caused by adverse weather or other conditions which could adversely affect the availability, quality, and cost of such ingredients. To the extent that the Company supplies baked goods to various restaurants and caterers, the Company is subject to frequent menu changes by such customers adding and deleting items. Accordingly, the Company is subject to the additional risk of order cancellations and increases, often on short notice. COMPETITION. The baking industry is a highly competitive and highly fragmented industry. Competition in both the retail and institutional/wholesale baking industry is based on product quality, brand name loyalty, price and customer service. The Company competes with national, regional and local retail and wholesale bakeries as well as supermarket chains that have in-store bakeries. Many of these competitors are larger, more established and have greater financial and other resources than the Company. The specialty coffee/cafe business has become increasingly competitive and relatively few barriers exist to entry. Some of the Company's major competitors include Au Bon Pain, Karps, Pillsbury, Country Muffins and Bake-N-Joy. Competitors with significant economic resources in the baking industry or existing non-specialty and specialty coffee/cafe businesses could, at any time, enter the wholesale or retail bakery/cafe business. QUARTERLY FLUCTUATIONS; SEASONALITY; POSSIBLE VOLATILITY OF STOCK PRICE. The Company's operating results are subject to seasonal fluctuations. Historically, the Company has realized its highest level of sales in the second and fourth quarters due to increased sales during the Thanksgiving, Christmas, Chanukah, Easter and Passover seasons. In addition, the Company's operating results could be subject to quarterly fluctuations due to the timing of the opening of additional cafes and kiosks. Such quarterly variations could cause the market price of the Common Stock to fluctuate substantially. In addition, the stock markets in the United States have, from time to time, experienced significant price and volume fluctuations that are unrelated or disproportionate to the operating performance of individual companies. Such fluctuations may adversely affect the price of the Company's Common Stock. CONTINUED QUOTATION ON THE NASDAQ SMALLCAP MARKETS; STRICT MAINTENANCE CRITERIA. The Company's Common Stock has been listed on the Nasdaq SmallCap Market since October 1995. The maintenance criteria for continued quotation on the Nasdaq SmallCap Market have recently become more strict. Recent rule changes have increased certain quantitative and qualitative thresholds that issuers (including the Company) must satisfy. No assurance can be given that the Company will be able to continue to meet such criteria following this Offering. Failure to meet the maintenance criteria in the future may result in the delisting of the Common Stock. In such event, an investor will likely find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the Common Stock. In addition, any delisting may cause the Common Stock to become subject to "penny stock" 4 regulations promulgated by the Securities and Exchange Commission. Under such regulations, broker-dealers are required, among other things, to comply with disclosure requirements and special investor suitability determinations prior to a sale. If the Common Stock becomes subject to these regulations, the market price of the Common Stock and liquidity thereof would be adversely affected. See "Description of Securities." STATE REGISTRATION REQUIRED FOR SALES OF SHARES. Under the securities laws of certain states, the Shares may not be sold unless they are qualified for sale or are exempt from registration under the state securities laws of the state in which the prospective purchaser resides. DILUTION. As of the date of this Prospectus, there are outstanding (i) Options to purchase 100,000 shares of Common Stock, (ii) Warrants to purchase 1,996,250 shares of Common Stock and (iii) other warrants to purchase 1,276,305 shares of Common Stock. The exercise of all or a substantial portion of all of the outstanding Options and warrants (including the Warrants), and the issuance of any additional securities which are exercisable for or convertible into shares of Common Stock, will have a dilutive effect, which could be substantial, on the value of the then outstanding shares of Common Stock. POSSIBLE ADVERSE EFFECT OF ISSUANCE OF PREFERRED STOCK. The Company's Restated Certificate of Incorporation authorizes the issuance of 2,000,000 shares of Preferred Stock, with designations, rights and preferences as determined from time to time by the Board of Directors. As a result of the foregoing, the Board of Directors can issue, without further shareholder approval, Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the Common Stock. The issuance of Preferred Stock could, under certain circumstances, discourage, delay or prevent a change in control of the Company. Although the Company has no plans to issue any shares of Preferred Stock, there can be no assurance that it will not issue Preferred Stock at some future date. SHARES ELIGIBLE FOR FUTURE SALE. As of the date of this Prospectus, there are 5,231,750 shares of Common Stock outstanding. Of such shares, approximately 2,860,752 shares of Common Stock are "restricted securities" under Rule 144 of which 500,000 shares will be eligible for sale under Rule 144 in January 1998, 30,000 shares will be eligible for sale under Rule 144 in June 1998, 40,000 shares will be eligible for sale under Rule 144 in July 1998, 1,300,000 shares will be eligible for sale under Rule 144 in August 1998, and 706,250 shares will be eligible for sale under Rule 144 in October 1998. Of such shares, 776,250 are being registered herein. The remaining 284,502 outstanding restricted securities may be ~~sold only pursuant~~deemed to ~~a registration statement under~~be underwriters within the meaning of the Securities Act of 1933, as amended, (the "Securities Act"), or an applicable exemption, including pursuant to Rule 144. Under Rule 144, a person who has owned Common Stock for at least one year may, under certain circumstances, sell withinand any three-month period, a number of shares of Common Stock that does not exceed the greater of 1% of the then outstanding shares of Common Stock or the average weekly trading volume during the four calendar weeks prior to such sale. In addition, a person who is not deemed to have been an affiliate of the Company at any time during the three months preceding a sale,discounts and who has beneficially owned the restricted securities for the last two years, is entitled to sell all such shares without regard to the volume limitations, current public information requirements, manner of sale provisions and notice requirements. Sales or the expectation of sales of a substantial number of shares of Common Stock in the public market following this Offering could adversely affect the prevailing market price of the Common Stock. 5 USE OF PROCEEDS The Selling Securityholders will receive all of the proceeds from the sale of the Shares offered hereby. The Company will not receive any proceeds from the sale of the Shares. However, 1,996,250 of the Shares offered hereby are issuable upon the exercise of outstanding Warrants to purchase shares of Common Stock (subject to adjustments) at $2.50 per share and 100,000 of the Shares are issuable upon the exercise of outstanding Options to purchase shares of Common Stock at $1.8750 per share. If all of the Warrants and Options are exercised by the Selling Securityholders, the Company estimates that it would receive aggregate gross cash proceeds of approximately $5,178,125. The Company expects to use the proceeds it receives from the exercise of the Warrants and the Options, if any, for general corporate purposes. SELLING SECURITYHOLDERS The following Selling Securityholders beneficially own as of the date of this Prospectus and may offer hereby the number of shares of Common Stock set forth opposite their respective names (assuming the exercise of all of the Warrants and Options held by such holders into shares of Common Stock as of the date of this Prospectus. The Shares offered pursuant to this Prospectus may be offered from time to time by the Selling Securityholders named below or their nominees. The Selling Securityholders are under no obligation to sell all or any portion of the Shares pursuant to this Prospectus. In addition, because the Selling Securityholders are not obligated to sell all or a portion of their Shares pursuant to this Prospectus, the Company is unable to ascertain the number of shares of Common Stock that will be beneficially owned by each Selling Securityholder following the termination of the Offering. The Company will bear the expenses of this Offering. Except as provided in this Prospectus, no Selling Securityholder has held any position or office or had any other material relationship with the Company within the past three years. The Selling Securityholders will receive all of the proceeds from the sale of the Shares offered hereby. The Company will not receive any proceeds from the sale of such Shares. However, 1,996,250 of the Shares offered hereby are issuable upon the exercise of outstanding Warrants to purchase shares of Common Stock (subject to adjustments) at $2.50 per share and 100,000 of the Shares are issuable upon the exercise of outstanding Options to purchase shares of Common Stock at $1.8750 per share. If all of the Warrants and Options are exercised by the Selling Securityholders, the Company estimates that it would receive gross cash proceeds of approximately $5,178,125. See "Plan of Distribution." Except as otherwise indicated, to the knowledge of the Company, all persons listed below have sole voting and investment power with respect to their securities, except to the extent that such authority is shared by spouses under applicable law or as otherwise noted below. The information in the table concerning the Selling Securityholders is based on information provided to, or known by, the Company. Information concerning the Selling Securityholders may change from time to time after the date of this Prospectus. See "Risk Factors," "Plan of Distribution" and "Description of Capital Stock."

- ---------------------- (1) This table assumes that an aggregate of 1,996,250 shares of Common Stock (subject to adjustments) are issuable upon the exercise of Warrants to purchase shares of Common Stock at an exercise price of $2.50 per share, and 100,000 shares of Common Stock (subject to adjustments) are issuable upon exercise of the Options to purchase an aggregate of 100,000 shares of Common Stock at an exercise price of $1.8750 per share. See "Risk Factors - Dilution," "Plan of Distribution" and "Description of Capital Stock." (2) In July 1995, in order to finance certain acquisitions, the Company obtained a senior, secured term loan represented by two promissory notes issued to InterEquity Capital Partners, L.P. ("InterEquity"). One promissory note was in the original principal amount of $1,999,000 (the "Amortizing Note") and the other was in the original principal amount of $1,000 (the "Convertible Note"). The term loan was secured by substantially all of the Company's assets. The Convertible Note was convertible into shares of Common Stock or a warrant to purchase capital stock of the Company. Upon consummation of the Company's initial public offering of 1,000,000 Common Shares (the "Public Offering"), which occurred in October 1995, the Company used a portion of the net proceeds of the Public Offering to pay the term loan in full, together with accrued interest, and a prepayment penalty ($530,000). As a result, the liens against the Company's assets and the collateral assignments were terminated. In addition, upon consummation of the Public Offering, InterEquity paid the Company $1,000 and converted the 7 Convertible Note into a six-year warrant exercisable to purchase, on one occasion, 6% of the Company's issued and outstanding capital stock on a fully diluted basis at the time of exercise. In addition, the Company has granted InterEquity an option to put those shares acquired by InterEquity upon the conversion of the warrant to the Company commencing on July 10, 2000 through July 31, 2005 if the Common Shares have not been listed or admitted to trading on a national securities exchange and/or are not quoted on an automated quotations system at the time the put is exercised, at a price equal to a multiple of earnings as defined in the loan agreement between the parties or a price established by independent appraisal. In addition, pursuant to the terms of the loan agreement, the Company has granted InterEquity certain "piggyback" registration rights with respect to the shares of Common Stock issuable upon exercise of the warrant. The Shares being offered hereby include 30,000 shares issuable upon exercise of such warrant. (3) In January 1997, the Company entered into a stock purchase agreement with Mr. Grabow, pursuant to which the Company purchased from Mr. Grabow of all the outstanding shares of JMS in exchange for (i) $900,000 in cash, (ii) 500,000 shares of the Common Stock of the Company and (iii) 350,000 warrants, each exercisable to purchase one share of Common Stock of the Company at an exercise price of $2.50 per share until December 31, 2000. Includes 300,000 Shares issuable upon exercise of such warrants. The Shares are being included herein in accordance with a certain registration rights agreement. Mr. Grabow is Chairman of the Board, President and Chief Executive Officer of the Company. (4) Includes 21,500 Shares issuable upon the exercise of Warrants. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. Ms. Beck is Secretary of the Company. (5) Includes Shares issuable upon exercise of Warrants granted to this employee of the Company. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. (6) Mr. Fass is a former officer and director of the Company. Includes 50,000 Shares issuable upon the exercise of Warrants issued to Mr. Fass while he served as a director and 60,000 Shares issuable upon the exercise of Warrants granted to Mr. Fass in connection with a settlement agreement dated as of May 30, 1997 between the Company and Mr. Fass. (7) Ms. Marfuggi is a former officer and director of the Company. Includes 50,000 Shares issuable upon the exercise of Warrants granted to Ms. Marfuggi while she served as a director of the Company and 50,000 Shares issuable upon exercise of Warrants granted to Ms. Marfuggi in connection with a settlement agreement dated June 13, 1997 between the Company and Ms. Marfuggi. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. (8) Mr. McKinstry is a director of the Company. Includes 50,000 Shares issuable upon the exercise of Warrants. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. (9) Includes an aggregate of 50,000 Shares issuable upon the exercise of Warrants granted to the Kaplans (Warrants to purchase 10,000 Shares each) as finders' fees in connection with the Company's private placement of securities in January 1997 (the "Private Placement"). The Warrants are exercisable at $2.50 per share and expire December 31, 2000. (10) Includes (i) 356,250 Shares issuable upon the exercise of Warrants issued to the Trust in connection with the Private Placement; (ii) 50,000 Shares issuable upon the exercise of Warrants granted as a finder's fee in connection with the Private Placement; and (iii) 200,000 Shares issued to the Trust upon the exercise in October 1997 of warrants issued in the Private Placement at a reduced exercise price of $1.10 per share. The Shares are being included herein in accordance 8 with a registration rights agreement. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. (11) Includes: (i) 150,000 Shares issuable upon exercise of Warrants issued in connection with the Private Placement; and (ii) 350,000 Shares issued to Adjunct & Co. upon the exercise in October 1997 of warrants issued in the Private Placement at a reduced exercise price of $1.10 per share. The Shares are being included herein in accordance with a registration rights agreement. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. (12) Includes: (i) 450,000 Shares issuable upon exercise of Warrants issued in connection with the Private Placement; and (ii) 100,000 Shares issued to Fortuna Investment Partners LP upon the exercise in October 1997 of warrants issued in the Private Placement at a reduced exercise price of $1.10 per share. The Shares are being included herein in connection with a certain registration rights agreement. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. (13) Includes 112,500 Shares issuable upon exercise of Warrants issued in connection with the Private Placement. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. (14) Includes 56,250 Shares issued to the Trust upon the exercise in October 1997 of warrants issued in the Private Placement at a reduced exercise price of $1.10 per share. The shares are being included herein in connection with a certain registration rights agreement. (15) Includes 1,250 Shares issuable upon the exercise of Warrants granted to the holder, a supplier to the Company, in settlement of certain amounts owing to the holder. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. (16) Includes 20,000 Shares issuable upon the exercise of Warrants granted to the holder, a supplier to the Company, in settlement of certain amounts owing to the holder. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. (17) Includes 1,250 Shares issuable upon the exercise of Warrants granted to the holder, a supplier to the Company, in settlement of certain amounts owing to the holder. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. (18) Ms. Teitelbaum is an employee of the Company. Includes 50,000 Shares issuable upon the exercise of Warrants issued to Ms. Teitelbaum as a portion of her compensation for services rendered to the Company. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. (19) Includes: (i) 40,000 Shares issued to Mr. Abrahami in July 1997 pursuant to an agreement dated April 30, 1997 in consideration of certain services rendered to the Company; (ii) 100,000 Shares issuable upon exercise of Options granted to Mr. Abrahami in July 1997 pursuant to an agreement dated April 30, 1997 in consideration of certain services rendered to the Company; and (iii) 140,000 shares issuable upon the exercise of Warrants issued to Mr. Abrahami in accordance with an employment agreement dated as of May 1, 1997 between the Company and Mr. Abrahami. The Warrants are exercisable at $2.50 per share and expire December 31, 2000. The Options are exercisable at $1.8750 per share and expire December 1998. Mr. Abrahami is Chief Operating Officer of the Company and the husband of Yona Abrahami, Chief Operating Officer of the Chatterley division of the Company, a director and a principal shareholder of the Company. Does not include 1,300,000 shares of Common Stock beneficially owned by Ms. Abrahami (subject to reduction in accordance with an agreement to be negotiated by the Company and Ms. Abrahami), of which Mr. Abrahami disclaims beneficial ownership. 9 (20) Ms. Abramson is a former officer and director of the Company. Includes 30,000 shares issued to Ms. Abramson in lieu of certain cash payments due under a certain settlement agreement dated April 1, 1996 between the Company and Ms. Abramson. 10 PLAN OF DISTRIBUTION All of the Shares offered hereby are being offered on behalf of the Selling Securityholders. The Shares offered hereby include 1,996,250 shares of Common Stock (subject to adjustments) issuable upon exercise in full of Warrants to purchase 1,996,250 shares of Common Stock, at an exercise price of $2.50 per share, and 100,000 shares of Common Stock (subject to adjustments) issuable upon the exercise in full of the Options to purchase 100,000 shares of Common Stock, at an exercise price of $1.8750 per share. See "Selling Securityholders" and "Description of Capital Stock." The Selling Securityholders have advised the Company that the sale of the Shares may be effected directly to purchasers by the Selling Securityholders as principals or through one or more underwriters, brokers, dealers or agents from time to time in one or more transactions (which may involve block transactions). Any sales of the Shares may be effected through the Nasdaq SmallCap Market, in private transactions or otherwise. The Shares may be sold at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. If the Selling Securityholders effect sales of Shares through underwriters, brokers, dealers or agents, such firms may receive compensation in the form of discounts, concessions or commissions from the Selling Securityholders or the purchasers of the Shares for whom they may act as agent or as principal or both. Those persons who act as broker-dealers or underwriters in connection with the sale of the Shares will be selected by the Selling Securityholders and may have other business relationships with, and perform services for, the Company. Any Selling Securityholder, underwriter or broker-dealer who participates in the sale of the Shares may be deemed to be an underwriter" within the meaning of Section 2(l 1) of the Securities Act. Any commissions received by ~~any underwriter or broker-dealer~~them and any profit realized by them on ~~any~~ resale of the ~~Shares as principal~~securities may be deemed to be underwriting discounts and ~~commissions~~commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities ~~Act.~~Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.

Any common stock will be listed on the Nasdaq Capital Market, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The ~~anti-manipulation provisions~~effect of ~~Rules 101 through 104~~these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the ~~Exchange Act may apply to purchases and sales~~Securities Act.

In addition, ~~there are restrictions on market-making activities~~we may enter into derivative transactions with third parties, or sell securities not covered by ~~persons engaged~~this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the ~~distribution~~applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.

We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on the price of the ~~Common Stock. Under~~securities. In addition, we do not make any representation that underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.

The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.

To comply with applicable state securities laws, the securities ~~laws of certain states, the Shares may~~offered by this prospectus will be sold, if necessary, in such ~~states~~jurisdictions only through registered or licensed brokers or dealers. In addition, ~~in certain states the Shares~~securities may not be ~~able to be~~ sold in some states unless ~~the Common Stock has~~they have been registered or qualified for sale in ~~such~~the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

The ~~Company is required to pay expenses incident~~underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.

Lucosky Brookman LLP will pass upon certain legal matters relating to the ~~registration, offering~~issuance and sale of the ~~Shares pursuant to~~securities offered hereby on behalf of Meridian Waste Solutions, Inc. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

D’Arelli Pruzansky, PA, independent registered public accounting firm, has audited the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015, as set forth in their report which is incorporated by reference in this ~~Offering.~~ prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on D’Arelli Pruzansky, PA’s report, given on their authority as experts in accounting and auditing.

The ~~Company has also agreed to indemnify certain~~following is an estimate of the ~~Selling Securityholders and their controlling persons against certain liabilities, including liabilities under the Securities Act. The Company estimates that~~ expenses (all of ~~the Offering~~which are to be borne by it will be approximately $16,900. The Company has advised the Selling Securityholders that if a particular offer of Shares is to be made on terms constituting a material change from the information set forth above with respect to the Plan of Distribution, then to the extent required, a Prospectus Supplement must be distributed setting forth such terms and related information. 11 DESCRIPTION OF CAPITAL STOCK GENERAL The Company's Restated Certificate of Incorporation, as amended, authorizes the issuance of 10,000,000 shares of Common Stock and 2,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"). As of the date of this Prospectus, 5,231,750 shares of Common Stock are issued and outstanding, no shares of Preferred Stock are issued and outstanding, and approximately 3,372,555 shares of Common Stock (subject to adjustments) are issuable upon exercise of outstanding options and warrants (including 1,996,250 Shares upon exercise of the Warrants and 100,000 Shares upon exercise of the Options). As of the date of this Prospectus, there were approximately 30 stockholders of record with respect to the Company's outstanding Common Stock. COMMON STOCK Holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Holders of Common Stock do not have any cumulative voting rights. The rights, privileges and preferences of the holders of Common Stock are subordinate to the rights of holders of any shares of Preferred Stock that may be issuedpaid by the ~~Company~~registrant) that we may incur in connection with the ~~future. The holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board~~securities being registered hereby.

Item 15.Indemnification of Directors from time to time out of funds legally available therefore, subject to, among other things, those factors described under the heading "Risk Factors." Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of Common Stock are entitled to receive pro rata all assets available for distribution to its stockholders after payment or provision for payment of debts and other liabilities of the Company and payments, if any, due to any holders of any outstanding Preferred Stock. As of the date of this Prospectus, there are no preemptive or other subscription rights or redemption or sinking fund provisions with respect to the Common Stock. LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS Officers

The New York Business Corporation Law ~~("NYBCL"~~(“NYBCL”)~~, in general, allows corporations~~ permits a corporation to indemnify ~~their~~its current and former directors and officers against expenses, judgments, fines and ~~directors against any judgment, fine, settlement or reasonable expenses incurred~~amounts paid in ~~any non-derivative civil or criminal action, or against any settlement or reasonable expenses in any derivative civil action, if~~connection with a legal proceeding. To be indemnified, the ~~officer or director~~person must have acted in good faith and ~~for~~in a ~~purpose that~~manner the person reasonably believed to be in, orand not opposed to, the best interests of the corporation. ~~In the case of a~~With respect to any criminal action or proceeding, the ~~officer or director~~person must not have had no reasonable cause to believe ~~that that person's~~the conduct was unlawful. Partial indemnification is allowed in cases where the officer or director was partially successful in defeating the claim. The NYBCL also provides that it is not exclusive of any other rights to which an officer or director may be entitled under the certificate of incorporation or by-laws or pursuant to an agreement, resolution of shareholders or resolution of directors which are authorized by the certificate of incorporation or by-laws; provided that no indemnification may be made if a judgment or other final adjudication adverse to the officer or director establishes that that person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that that person personally gained in fact a financial profit or other advantage to which such person was not legally entitled. The Company's Restated

Our Certificate of Incorporation ~~as amended,~~ and ~~Amended and Restated By-Laws~~By-laws provide that, ~~the Company shall indemnify its directors and officers~~ to the fullest extent permitted by ~~New York law. The Company~~the NYBCL, we will indemnify our present and future directors and officers against all expenses actually and reasonably incurred by them as a result of their being threatened with or otherwise involved in any action, suit or proceeding (other than an action commenced on our own behalf) by virtue of the fact that they are or were one of our officers or directors.

Our by-laws also ~~has~~provide that we may purchase and maintain insurance to indemnify us for any obligation we incur as a result of the indemnification of directors and officers, or to indemnify directors and officers, pursuant to our by-laws and in accordance with the NYBCL.

In addition to the provisions of our Certificate of Incorporation and By-laws providing for indemnification of directors and officers, we have entered into ~~indemnification agreements~~an employment agreement with ~~certain~~Jeffrey Cosman, our Chief Executive Officer, which provides for us to indemnify Mr. Cosman against all expenses actually and reasonably incurred by him as a result of ~~its directors and executive~~his being threatened with or otherwise involved in any action, suit or proceeding by virtue of the fact that he is or was one of our officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors ~~officers and~~or persons controlling ~~persons of the Company~~us pursuant to the foregoing provisions, ~~or 12~~ ~~otherwise, the Company has~~we have been ~~advised~~informed that in the opinion of the ~~Securities and Exchange Commission~~SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents, filed by the Company with the Commission pursuant to the Exchange Act, are incorporated by reference into this Prospectus: 1. The Company's Annual Report on Form 10-KSB for the year ended December 31, 1996,

A list of exhibits filed with the Commission on April 18, 1997. 2. The Company's amended Annual Report on Form 10-KSB/A for the year ended December 31, 1996, filed with the Commission on May 28, 1997. 3. The Company's Current Report on Form 8-K dated on or about June 3, 1997, filed with the Commission on June 3, 1997 4. The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997, filed with the Commission on May 15, 1997. 5. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the Commission on August 12, 1997. 6. The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, filed with the Commission on November 14, 1997. 7. The Company's Current Report on Form 8-K dated on or about September 11, 1997, filed with the Commission on September 11, 1997 8. The Company's Current Report on Form 8-K/A dated on or about November 14, 1997, filed with the Commission on November 14, 1997 9. The Description of the Common Stock contained the Company's Registration Statement on Form 8-A filed with the Commission on September 28, 1995 (File No. 1-13984). In addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the Offering shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the respective filing dates of such documents. Anyregistration statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the documents incorporated by reference herein (excluding any exhibits to such documents). Requests for copies should be directed to Creative Bakeries, Inc., 20 Passaic Avenue, Fairfield, New Jersey 07004, Attention: Secretary. 13 LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Baer Marks & Upham LLP, New York, New York. EXPERTS The financial statements as of December 31, 1996 and 1995 and for the years then ended incorporated in this Prospectus by reference to the Annual Report on Form 10-K of Creative Bakeries, Inc. for the year ended December 31, 1996, have been so incorporated in reliance on the report of Weinick, Sanders & Co., LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The financial statements of Chatterley Elegant Desserts, Inc. as of December 31, 1996 and 1995 and for the years then ended incorporated in this Prospectus by reference to the Current Report on Form 8-K/A of Creative Bakeries, Inc. filed with the Securities and Exchange Commission on November 14, 1997, have been so incorporated in reliance on the report of H.J. Behrman & Company, independent accountants, given on the authority of said firm as experts in auditing and accounting. AVAILABLE INFORMATION The Company has filed with the Commission under the Securities Act a Registration Statement on Form S-3 ~~(the "Registration Statement") with respect to the Shares offered hereby. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information~~is set forth in the Registration Statement, certain items of which are contained in the exhibits and schedules thereto as permitted by the rules and regulations of the Commission. Statements made in this Prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete. With respect to each contract, agreement or other document filed as an exhibit to the Registration Statement or in a filing incorporated by reference herein, reference is made to the exhibit for a more complete description of the matters involved, and each statement shall be deemed qualified in its entirety by this reference. The Company is subject to the informational requirements of the Exchange Act and, in accordance therewith files certain periodic reports, proxy statements and other information with the Commission. Reports and other information filed by the Company may be inspected and copied at the public reference facilities maintained by the Commission at its principal offices located at Judiciary Plaza, 450 Fifth Street, N.W, Room 1024, Washington, D.C. 20549, and at the following regional offices of the Commission at Seven World Trade Center, 13th Floor, New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60601. Copies of such material may be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W, Washington, D.C. 20549, at prescribed rates. In addition, material filed by the Company can be inspected at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W, Washington, D.C. 20002. The Commission maintains a worldwide web site on the Internet at http:\www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. 14 ================================================================================ No dealer, salesperson or any other person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Prospectus in connection with the offer made hereby, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities specifically offered hereby or an offer to sell or a solicitation of an offer to buy in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the affairs of the Company since the date hereof. ------------------- TABLE OF CONTENTS

2,872,500 Shares Common Stock CREATIVE BAKERIES INC. ---------------------- PROSPECTUS ---------------------- , 1997 ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the expenses to be paid by the Company in connection with the sale and distribution of the Shares offered hereby (other than underwriting discounts and commissions). All amounts shown are estimates, except for the Securities and Exchange Commission filing fee. Securities and Exchange Commission filing fee...............................$ 1,523.30 Nasdaq SmallCap Market additional share listing fee.........................$ 7,500 Legal fees and expenses.....................................................$ 5,000 Blue Sky fees and expenses..................................................$ 1,500 Printing and engraving expenses.............................................$ 900 Miscellaneous...............................................................$ 500 ---------- Total fees and expenses.....................................................$16,923.30 ==========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The New York Business Corporation Law ("NYBCL"), in general, allows corporations to indemnify their officers and directors against any judgment, fine, settlement or reasonable expenses incurred in any non-derivative civil or criminal action, or against any settlement or reasonable expenses in any derivative civil action, if the officer or director acted in good faith and for a purpose that person reasonably believed to be in, or not opposed to, the best interests of the corporation. In the case of a criminal action, the officer or director must have had no reasonable cause to believe that that person's conduct was unlawful. Partial indemnification is allowed in cases where the officer or director was partially successful in defeating the claim. The NYBCL also provides that it is not exclusive of any other rights to which an officer or director may be entitled under the certificate of incorporation or by-laws or pursuant to an agreement, resolution of shareholders or resolution of directors which are authorized by the certificate of incorporation or by-laws; provided that no indemnification may be made if a judgment or other final adjudication adverse to the officer or director establishes that that person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that that person personally gained in fact a financial profit or other advantage to which such person was not legally entitled. The Company's Restated Certificate of Incorporation, as amended, and Amended and Restated By-Laws provide that the Company shall indemnify its directors and officers to the fullest extent permitted by New York law. The Company also has entered into indemnification agreements with certain of its directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the ActExhibit Index and is ~~therefore, unenforceable. II-1~~ ~~ITEM 16. EXHIBITS. The following is a list of Exhibits filed as a part of this Registration Statement:~~
~~EXHIBIT NUMBER DESCRIPTION OF DOCUMENT -------------- -----------------------~~ *5.1 Opinion of Baer Marks & Upham LLP (regarding the validity of the shares of the Common Stock). *23.1 Consent of Baer Marks & Upham LLP (included in Exhibit 5.1). *23.2 Consent of Weinick, Sanders & Co., LLP, Independent Accountants. *23.3 Consent of H.J. Behrman & Company, Independent Accountants 24.1 Power of Attorney (included on page II-3)
~~- ---------------------- * To be filed~~incorporated herein by ~~amendment. ITEM~~reference.

Item 17. ~~UNDERTAKINGS. (a) The Registrant hereby undertakes the following:~~ Undertakings

~~(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:~~

~~(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;~~

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration ~~Statement to~~Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in ~~this Registration~~the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this ~~Registration Statement.~~ section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment ~~that contains a form of prospectus~~ shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

~~(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the ~~Offering.~~ offering.~~

~~(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:~~

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

~~(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;~~

~~(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;~~

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

~~(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.~~

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the ~~Company's~~registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in ~~this Registration Statement~~the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof. ~~(b)~~

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the ~~Company~~registrant pursuant to the foregoing provisions, or otherwise, the ~~Company~~registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the ~~Company~~registrant of expenses incurred or paid by a director, officer or controlling person of the ~~Company~~registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~Company~~registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to ~~II-2~~ a court of appropriate jurisdiction the question whether such indemnification by it is against ~~the~~ public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. ~~II-3~~

Pursuant to the requirements of the Securities Act of 1933, as amended, the ~~Registrant~~registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this ~~Registration Statement~~registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~New York,~~Milton, State of ~~New York,~~Georgia, on November 21, 1997. CREATIVE BAKERIES, INC. By: /s/ Philip Grabow -------------------------- Philip Grabow Chairman of the Board, President and March 10, 2017.

KNOW ALL ~~MEN~~PERSONS BY THESE ~~PRESENT'S,~~PRESENTS that each ~~director and officer~~individual whose signature appears below constitutes and appoints ~~Philip Grabow, as~~each of Jeffrey S. Cosman and Joseph D’Arelli, his true and lawful ~~attorney-in-fact~~attorneys-in-fact and ~~agent,~~agents with full ~~powers~~power of substitution, ~~and resubstitution,~~ for him and in his name, place and stead, ~~to sign~~ in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, ~~on Form S-3~~and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all ~~other~~ documents in connection therewith, with the Securities and Exchange Commission, granting unto said ~~attorney-in-fact~~attorneys-in-fact and ~~agent,~~agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that ~~such attorney-in-fact~~said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

~~Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates ~~indicated.~~ indicated:~~

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐(Do not check if a smaller reporting company)	Smaller reporting company	☒

Title of each class of securities to be registered	Amount to be registered/proposed maximum offering price per unit/proposed maximum aggregate offering price			Amount of registration fee
Common Stock			(1)(2)			(3)
Preferred Stock			(1)(2)			(3)
Warrants			(1)(2)			(3)
Rights			(1)(2)			(3)
Units			(1)(2)			(3)
Total	$	50,000,000		$	5,795

SEC registration fee	$	5,795
FINRA filing fee			*
Printing expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Blue Sky, qualification fees and expenses			*
Transfer agent fees and expenses			*
Trustee fees and expenses			*
Warrant agent fees and expenses			*
Miscellaneous			*

Total	$		*

	MERIDIAN WASTE SOLUTIONS, INC.

	By:	/s/ Jeffrey S. Cosman
		Jeffrey S. Cosman
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Joseph D’Arelli
		Joseph D’Arelli
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Signature	Title	Date ~~--------- ----- ----~~ ~~/s/ Philip Grabow ----------------------------- Chairman of the Board, President November 21, 1997 Philip Grabow and~~

/s/ Jeffrey S. Cosman	Chief Executive Officer, ~~(Principal Executive Officer) /s/ Ashwin Shah -----------------------------~~ Chairman	March 10, 2017
Jeffrey S. Cosman

/s/ Joseph D'Arelli	Chief Financial Officer ~~(Principal~~	March 10, 2017
Joseph D'Arelli

/s/ Walter H. Hall, Jr.	President, Chief Operating Officer, Director	March 10, 2017
Walter H. Hall, Jr.

/s/ Thomas Cowee	Director	March 10, 2017
Thomas Cowee

/s/ Jackson Davis, Jr.	Director	March 10, 2017
Jackson Davis, Jr.

/s/ Joseph Ardagna	Director	March 10, 2017
Joseph Ardagna

(1)	This registration statement covers an indeterminate number of shares of common stock, shares of preferred stock, warrants, rights, and units that may be sold by the registrant from time to time, for a maximum aggregate offering price of all securities not to exceed $50,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered also include an indeterminate amount and number of shares of common stock as may be issued upon exercise of warrants, conversion of preferred stock, or pursuant to the anti-dilution provisions of any such securities. The securities registered also include an indeterminate amount and number of shares of preferred stock as may be issued upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities.

(2)	The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”).

(3)	The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.

ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	1
THE COMPANY	3
RISK FACTORS	13
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS	13
USE OF PROCEEDS	13
DESCRIPTION OF CAPITAL STOCK	13
DESCRIPTION OF WARRANTS	17
DESCRIPTION OF RIGHTS	19
DESCRIPTION OF UNITS	20
PLAN OF DISTRIBUTION	20
LEGAL MATTERS	22
EXPERTS	22

	●	general business conditions;

	●	industry practice;

	●	our financial condition and performance;

	●	our future prospects;

	●	our cash needs and capital investment plans;

	●	our obligations to holders of any preferred stock we may issue;

	●	income tax consequences; and

	●	the restrictions New York and other applicable laws and our credit arrangements may impose, from time to time.

	●	the specific designation and aggregate number of, and the price at which we will issue, the warrants;

	●	the currency or currency units in which the offering price, if any, and the exercise price are payable;

	●	the designation, amount and terms of the securities purchasable upon exercise of the warrants;

	●	if applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon exercise of the warrants;

	●	if applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon exercise, and a description of that series of our preferred stock;

	●	the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

	●	whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;

	●	any applicable material U.S. federal income tax consequences;

	●	the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;

	●	the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;

	●	if applicable, the date from and after which the warrants and the common stock and preferred stock will be separately transferable;

	●	if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

	●	the procedures and conditions relating to the exercise of the warrants;

	●	information with respect to book-entry procedures, if any;

	●	the triggering event and the terms upon which the exercise price and the number of underlying securities that the warrants are exercisable into may be adjusted;

	●	the anti-dilution provisions of the warrants, if any;

	●	any redemption or call provisions;

	●	whether the warrants may be sold separately or with other securities as parts of units; and

	●	any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

	●	the date of determining the stockholders entitled to the rights distribution;

	●	the aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;

	●	the exercise price;

	●	the aggregate number of rights issued;

	●	whether the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;

	●	the date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will expire;

	●	the method by which holders of rights will be entitled to exercise;

	●	the conditions to the completion of the offering;

	●	the withdrawal, termination and cancellation rights;

	●	whether there are any backstop or standby purchaser or purchasers and the terms of their commitment;

	●	whether stockholders are entitled to oversubscription right;

	●	any U.S. federal income tax considerations; and

	●	any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights.

	●	the title of the series of units;

	●	identification and description of the separate constituent securities comprising the units;

	●	the price or prices at which the units will be issued;

	●	the date, if any, on and after which the constituent securities comprising the units will be separately transferable;

	●	a discussion of certain United States federal income tax considerations applicable to the units; and

	●	any other terms of the units and their constituent securities.

	●	at a fixed price or prices, which may be changed;

	●	at market prices prevailing at the time of sale;

	●	at prices related to such prevailing market prices; or

	●	at negotiated prices.

Exhibit Number		Description

1.1*		Form of Underwriting Agreement.

3.1		Restated Certificate of Incorporation of Brooklyn Cheesecake & Deserts Company, Inc. (incorporated herein by reference to Exhibit 3.1 to the Brooklyn Cheesecake & Desserts Company, Inc. Current Report on Form 8-K filed with the SEC on December 15, 2014)

3.2		Certificate of Amendment of the Certificate of Incorporation of Brooklyn Cheesecake and Desserts Company, Inc. (incorporated herein by reference to Exhibit 3.1 to the Brooklyn Cheesecake & Desserts Company, Inc. Annual Report on Form 10-K filed with the SEC on April 15, 2015)

3.3		Certificate of Amendment to Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on July 25, 2016)

3.4		Amended and Restated By-laws of Brooklyn Cheesecake & Deserts Company, Inc. (incorporated herein by reference to Exhibit 3.2 to the Brooklyn Cheesecake & Desserts Company, Inc. Current Report on Form 8-K filed with the SEC on December 15, 2014)

3.5		By-Laws of Brooklyn Cheesecake & Dessert Acquisition Corp. (incorporated herein by reference to Exhibit 3.21 to the Brooklyn Cheesecake & Desserts Company, Inc. Current Report on Form 8-K filed with the SEC on December 15, 2014)

4.1		First Amendment to Credit and Guaranty Agreement, dated as of March 9, 2016, entered into by and among Here to Serve – Missouri Waste Division, LLC, Here to Serve – Georgia Waste Division, LLC, Brooklyn Cheesecake & Desserts Acquisition Corp., Meridian Land Company, LLC, Christian Disposal, LLC, and FWCD, LLC, Meridian Waste Solutions, Inc. (“Holdings”) and certain subsidiaries of Holdings, as Guarantors, the Lenders party hereto from time to time and Goldman Sachs Specialty Lending Group, L.P., as Administrative Agent, Collateral Agent, and Lead Arranger (incorporated herein by reference to Exhibit 4.1 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on March 15, 2016)

4.2		Credit and Guaranty Agreement, dated as of December 22, 2015, entered into by and among Here to Serve – Missouri Waste Division, LLC, Here to Serve – Georgia Waste Division, LLC, Brooklyn Cheesecake & Desserts Acquisition Corp., Meridian Land Company, LLC, Christian Disposal, LLC, and FWCD, LLC, Meridian Waste Solutions, Inc. (“Holdings”) and certain subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time and Goldman Sachs Specialty Lending Group, L.P., as Administrative Agent, Collateral Agent, and Lead Arranger (incorporated herein by reference to Exhibit 4.1 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on December 29, 2015)

4.3		Tranche A Term Loan Note, issued in favor of Goldman Sachs Specialty Lending Holdings, Inc., in the principal amount of $40,000,000, dated December 22, 2015 (incorporated herein by reference to Exhibit 4.2 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on December 29, 2015)

4.4		MDTL Note, issued in favor of Goldman Sachs Specialty Lending Holdings, Inc., in the principal amount of $10,000,000, dated December 22, 2015 (incorporated herein by reference to Exhibit 4.3 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on December 29, 2015)

4.5		Revolving Loan Note, issued in favor of Goldman Sachs Specialty Lending Holdings, Inc., in the principal amount of $5,000,000, dated December 22, 2015 (incorporated herein by reference to Exhibit 4.4 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on December 29, 2015)

4.6		Purchase Warrant for Common Shares issued in favor of Goldman, Sachs & Co., dated December 22, 2015 (incorporated herein by reference to Exhibit 4.5 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on December 29, 2015)

4.7		Pledge and Security Agreement between the grantors party thereto and Goldman Sachs Specialty Lending Group, L.P., dated December 22, 2015 (incorporated herein by reference to Exhibit 4.6 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on December 29, 2015)

4.8		Note and Warrant Purchase Agreement and Security Agreement, by and among Meridian Waste Solutions, Inc., Here to Serve - Missouri Waste Division, LLC, Here to Serve - Georgia Waste Division, LLC, Meridian Land Company, LLC, certain subsidiaries of the Company, the purchasers from time to time party thereto and Praesidian Capital Opportunity Fund III, LP, dated August 6, 2015 (incorporated herein by reference to Exhibit 4.1 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC on November ~~21, 1997 Ashwin Shah Financial~~16, 2015)

4.9		Note A, issued in favor of Praesidiant Capital Opportunity Fund III, LP, in the principal amount of $2,644,812.57, dated August 6, 2015 (incorporated herein by reference to Exhibit 4.2 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015)

4.10		Note A, issued in favor of Praesidian Capital Opportunity Fund III-a, LP, in the principal amount of $1,025,187.43, dated August 6, 2015 (incorporated herein by reference to Exhibit 4.3 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015)

4.11		Note B, issued in favor of Praesidian Capital Opportunity Fund III, LP, in the principal amount of $5,170,716.68, dated August 6, 2015 (incorporated herein by reference to Exhibit 4.4 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015)

4.12		Note B, issued in favor of Praesidian Capital Opportunity Fund III-a, LP, in the principal amount of $2,004,283.32, dated August 6, 2015 (incorporated herein by reference to Exhibit 4.5 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015)

4.13		Warrant issued in favor of Praesidian Capital Opportunity Fund III, LP, dated August 6, 2015 (incorporated herein by reference to Exhibit 4.6 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015)

4.14		Warrant issued in favor of Praesidian Capital Opportunity Fund III-a, LP, dated August 6, 2015 (incorporated herein by reference to Exhibit 4.7 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015)

4.15		Warrant Cancellation and ~~Accounting Officer) /s/ Richard Fechtor Director~~Stock Issuance Agreement made and entered into as of December 22, 2015, by and among Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, and Meridian Waste Solutions, Inc. (incorporated herein by reference to Exhibit 4.15 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on December 29, 2015)

4.16		Convertible Promissory Note, issued in favor of Timothy Drury, in the principal amount of $1,250,000, dated December 22, 2015 (incorporated herein by reference to Exhibit 4.16 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on December 29, 2015)

4.17		Form of Warrant – June 2016 (incorporated herein by reference to Exhibit 10.2 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on June 9, 2016)

4.18		Second Amendment to Credit and Guaranty Agreement, dated as of July 19, 2016, entered into by and among Here to Serve – Missouri Waste Division, LLC, Here to Serve – Georgia Waste Division, LLC, Brooklyn Cheesecake & Desserts Acquisition Corp., Meridian Land Company, LLC, Christian Disposal, LLC, and FWCD, LLC, Meridian Waste Solutions, Inc. (“Holdings”) and certain subsidiaries of Holdings, as Guarantors, the Lenders party hereto from time to time and Goldman Sachs Specialty Lending Group, L.P., as Administrative Agent, Collateral Agent, and Lead Arranger (incorporated herein by reference to Exhibit 4.1 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on July 25, 2016)

4.19		Amended and Restated Purchase Warrant for Common Shares issued in favor of Goldman, Sachs & Co., dated July 19, 2016 (incorporated herein by reference to Exhibit 4.2 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on July 25, 2016)

4.20		Form of Warrant Agency Agreement by and between Meridian Waste Solutions, Inc. and Issuer Direct Corporation and Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.20 to Meridian Waste Solutions, Inc. Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on November ~~21, 1997 ----------------------------- Richard Fechtor /s/ Raymond McKinstry Director~~18, 2016)

4.21		Waiver and Amendment Letter, dated as of August 16, 2016, entered into by and among Here to Serve – Missouri Waste Division, LLC, Here to Serve – Georgia Waste Division, LLC, Brooklyn Cheesecake & Desserts Acquisition Corp., Meridian Land Company, LLC, Christian Disposal, LLC, and FWCD, LLC, Meridian Waste Solutions, Inc. (“Holdings”) and Goldman Sachs Specialty Lending Group, L.P., as administrative agent for the Lenders, Collateral Agent, and Lead Arranger (incorporated herein by reference to Exhibit 4.4 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC on November ~~21, 1997 ----------------------------- Raymond McKinstry /s/ Kenneth Sitomer Director~~15, 2016)

4.22		Fourth Amendment to Credit and Guaranty Agreement, dated as of November ~~21, 1997 ----------------------------- Kenneth Sitomer /s/ Karen Brenner Director~~11, 2016, entered into by and among Here to Serve –Missouri Waste Division, LLC, Here to Serve – Georgia Waste Division, LLC, Brooklyn Cheesecake& Desserts Acquisition Corp., Meridian Land Company, LLC, Christian Disposal, LLC, and FWCD, LLC, Meridian Waste Solutions, Inc. (“Holdings”) and certain subsidiaries of Holdings, the Lenders party thereto from time to time and Goldman Sachs Specialty Lending Group, L.P., as administrative agent for the Lenders, Collateral Agent, and Lead Arranger (incorporated herein by reference to Exhibit 4.5 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC on November ~~21, 1997 ----------------------------- Karen Brenner /s/ Yona Abrahami Director~~15, 2016)

4.23		Form of Warrant Cancellation and Stock Issuance Agreement by and between Meridian Waste Solutions, Inc. and Goldman, Sachs & Co. (incorporated herein by reference to Exhibit 4.23 to the Meridian Waste Solutions, Inc. Amendment No.1 to the Registration Statement on Form S-1 filed with the SEC on November ~~21, 1997 ----------------------------- Yona Abrahami~~


4.24		Warrant Cancellation and Stock Issuance Agreement, dated as of December 9, 2016, by and between Meridian Waste Solutions, Inc. and Goldman, Sachs & Co. (incorporated herein by reference to Exhibit 4.24 to the Meridian Waste Solutions, Inc. Amendment No. 3 to the Registration Statement on Form S-1 filed with the SEC on December 12, 2016)

4.25		Amended and Restated Warrant Cancellation and Stock Issuance Agreement, dated as of January 9, 2017, by and between Meridian Waste Solutions, Inc. and Goldman, Sachs & Co. (incorporated herein by reference to Exhibit 4.25 to the Meridian Waste Solutions, Inc. Amendment No. 5 to the Registration Statement on Form S-1 filed with the SEC on January 11, 2017)

4.26*		Form of Certificate of Designation

4.27*		Form of Preferred Stock Certificate

4.28*		Form of Warrant Agreement

4.29*		Form of Warrant Certificate

4.30*		Form of Rights Agreement

4.31*		Form of Units Agreement

4.32*		Form of Note

5.1*		Opinion of ~~Baer Marks & Upham~~Lucosky Brookman LLP *23.1

23.1		Consent of ~~Baer Marks & Upham~~D’Arelli Pruzansky, PA

23.2		Consent of Lucosky Brookman LLP ~~(included~~(Included in Exhibit 5.1)~~. 23.2 Consent of Weinick, Sanders & Co., LLP, Independent Accountants. 23.3 Consent of H.J. Behrman & Company, Independent Accountants~~

24.1 ~~Power~~		Powers of Attorney ~~(included on~~(incorporated by reference to the signature page ~~II-3).~~ hereto)