BIOHITECH GLOBAL, INC. (Form: 8-K, Received: 08/11/2015 16:52:32)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities and Exchange Act of 1934

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2015

BIOHITECH GLOBAL, INC.

(formerly known as Swift Start Corp.)

(Exact Name of Registrant as Specified in its Charter)

Delaware

333-192151

46-233496

(State of Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10977

(Address of principal executive offices)

Registrant’s telephone number, including area code: 845-262-1081

Copies to:

Peter Campitiello, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas

New York, New York 10019

Tel: 212-541-6222

Fax: 212-245-3009

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Merger Act (17 CFR 240.14a -12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Merger Act (17 CFR 240.14d -2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Merger Act (17 CFR 240.13e -4(c))

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Current Report includes statements regarding our plans, goals, strategies, intent, beliefs or current expectations. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward-looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.). Items contemplating or making assumptions about actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission (“SEC”) which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

BACKGROUND

On August 6, 2015, Swift Start Corp., a Delaware corporation (the “Registrant” or the “Company”) amended its Certificate of Incorporation (the “Amendment”) to (i) change its name to BioHiTech Global, Inc. and (ii) to amend the number of its authorized shares of capital stock from 200,000,000 to 30,000,000 shares of which 20,000,000 shares were designated common stock, par value $0.0001 per share (the “Common Stock”) and 10,000,000 shares were designated “blank check” preferred stock, par value $0.0001 per share (the “Preferred Stock”). As previously reported on February 10, 2015, the Amendment was approved by holders of a majority of the Registrant’s Common Stock (the “Majority Holder”) on February 6, 2015.

Also, on August 6, 2015, the Registrant entered into and consummated an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”), with Biohitech Global, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant (“Acquisition”) and Bio Hi Tech America, LLC, a Delaware limited liability company (“BioHiTech”). Pursuant to the terms of the Merger Agreement, Acquisition merged with and into BioHiTech in a statutory reverse triangular merger (the “Merger”) with BioHiTech surviving as a wholly-owned subsidiary of the Registrant. As consideration for the Merger, we issued the interest holders of BioHiTech (the “BioHiTech Holders”) an aggregate of 6,975,000 shares of our Common Stock issued to the BioHiTech Holders in accordance with their pro rata ownership of BioHiTech membership interests. Following the Merger, the Registrant adopted the business plan of BioHiTech in the development, marketing and sales of food waste disposal systems which transform food waste into nutrient-neutral water which may be disposed of via sewer systems while utilizing proprietary software to collect and transmit environmental performance data to its customers.

Immediately prior to the Merger, the Registrant had 9,040,000 shares of Common Stock issued and outstanding. In connection with the Merger, the Majority Shareholder and other shareholders collectively agreed to retire and cancel an aggregate of 8,515,000 shares of Common Stock. Following the consummation of the Merger, the issuance of the Merger Shares, and the retirement of the 8,515,000 shares of Common Stock, the Registrant had 7,500,000 shares of Common Stock issued and outstanding and the BioHiTech Holders beneficially own 6,975,000 shares or approximately ninety three percent (93%) of such issued and outstanding Common Stock.

FORM 10 DISCLOSURE

The Company was not a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) immediately before the completion of the transactions contemplated by the Merger Agreement and the Amendment. Set forth below, pursuant to Item 2.01(f) of Form 8-K, however, is the information that would be required if the Registrant were filing a general form for registration of securities on Form 10 under the Exchange Act with respect to its common stock (which is the only class of the Company’s securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the transactions contemplated by the Merger Agreement). The information provided below relates to the combined operations of the Company after its acquisition of Bio Hi Tech America, LLC and completion of the Merger.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 6, 2015, the Registrant entered into and consummated the Merger Agreement. For a description of the Merger , and the material agreements entered into therewith, please see Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

MERGER WITH BIO HI TECH AMERICA, LLC

On August 6, 2015, Swift Start Corp. a Delaware corporation (the “Registrant” or the “Company”), entered into and consummated the Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Biohitech Global, Inc. a Delaware corporation and wholly-owned subsidiary of the Registrant and Bio Hi Tech America, LLC, a Delaware limited liability company (“BioHiTech”). Upon consummation of the Transactions set forth in the Merger Agreement (the “Closing”), the Registrant adopted the business plan of BioHiTech.

Pursuant to the Merger Agreement, Acquisition merged with and into BioHiTech in a statutory reverse triangular merger (the “Merger”) with BioHiTech surviving as a wholly-owned subsidiary of the Registrant. As consideration for the Merger, the Registrant issued the equityholders of BioHiTech (the “BioHiTech Holders”) an aggregate of 6,975,000 shares of our Common Stock (the “Merger Shares”) in accordance with the pro rata ownership of the BioHiTech Holders. As a result of the Merger, the BioHiTech Holders received approximately ninety percent (90%) of the issued and outstanding Common Stock of the Registrant. The parties have taken the actions necessary to provide that the Merger is treated as a “tax free exchange” under Section 351 of the Internal Revenue Code of 1986, as amended. The Merger Agreement contains customary representations, warranties and covenants of the Registrant and BioHiTech for like transactions. The foregoing descriptions of the above referenced agreements do not purport to be complete. For an understanding of their terms and provisions, reference should be made to the Merger Agreement attached as Exhibits 10.1 to this Current Report on Form 8-K. A copy of the press release dated August 11, 2015, announcing the completion of the Merger, is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.

On August 6, 2015, the Company amended its Certificate of Incorporation (the “Amendment”) to: (i) change its name to BioHiTech Global, Inc.; and (ii) amend the number of its authorized shares of capital stock from 200,000,000 shares to 20,000,000 consisting of (a) 20,000,000 shares were designated as Common Stock and (b) 10,000,000 shares were designated as blank check preferred stock.

At the effective time of the Merger, our board of directors and officers were reconstituted by the appointment of Frank E. Celli as Chairman and Chief Executive Officer, Robert A. Joyce as President and Chief Operating Officer, and Harriet Hentges, Robert A. Graham, James D. Chambers and Douglas M. Van Oort as Directors. Shaul Martin resigned as Chief Executive Officer, Chief Financial Officer and Chairman and Benyamin Anshin resigned as Secretary and Treasurer in connection with the Transaction.

Pro Forma Ownership

Following the issuance of the Merger Shares, the former equityholders of BioHiTech and/or their designees now beneficially own approximately ninety-three percent (93%) of the total outstanding shares of the Registrant’s Common Stock. For financial accounting purposes, the acquisition was treated as a reverse acquisition of the Company by BioHiTech, under the purchase method of accounting, and was deemed a recapitalization with BioHiTech as the acquirer. Upon consummation of the Merger, the Company adopted the business plan of BioHiTech.

DESCRIPTION OF BUSINESS OF BIO HI TECH AMERICA, LLC

COMPANY OVERVIEW

Bio Hi Tech America, LLC, (“BioHiTech”) was formed in the State of Delaware on April 12, 2007.

BioHiTech provides a simple, environmentally friendly, and cost effective solution for food waste disposal. BioHiTech has a global distribution license to sell, lease, use, distribute, and manufacture the product currently known as the Eco-Safe Digester. The Eco-Safe Digester is a data-driven, network-based mechanical/biological technology which transforms food waste into nutrient-neutral water that can safely be disposed of via conventional sanitary sewer systems. The Eco-Safe Digester reduces greenhouse gas emissions by reducing the volume of food waste being disposed of in landfills and eliminating the corresponding transportation of this waste. In addition, the technology saves users money by avoiding disposal costs (“tip fees”) and transportation charges. This process allows waste producing organizations to actively contribute to environmental sustainability and the preservation of resources in a cost-effective manner. The Eco-Safe Digester may be used by businesses in food service, hospitality, healthcare, government, conference centers, education centers, or stadiums that generate a high volume of waste. It is estimated that the US addressable market is in excess of 250,000 locations that could qualify for digesters and an additional 250,000 internationally.

The Eco-Safe Digester is currently installed in 37 states throughout the United States as well as eleven foreign countries, including the United Kingdom, Canada and Israel.

BioHiTech has over 300 units installed worldwide with over seven years of operating experience. With units in the field for over seven years, BioHiTech’s products have proven to have at least a reasonably long-term life expectancy comparable to the products sold by its competitors.

BioHiTech hopes to leverage its existing technology, including the Eco-Safe Digester’s on-board weighing system, by collecting, accumulating and providing empirical data which we hope will improve the efficiency of the upstream supply chain. By streaming data from the digesters, collecting information from system users and integrating business application data, we expect BioHiTech’s internet enabled system known as the BioHiTech Cloud to provide necessary data that we expect will help customers reshape their purchasing decisions and positively effect employee behavior. In its simplest form, the BioHiTech Cloud quantifies food waste in a fashion that has historically not been available. It enables users to understand food waste generation habits and to pay for the Eco-Safe Digester based on savings on to traditional waste charges as well as improved operational efficiencies.

The BioHiTech Cloud data is used to help educate customers as to where, when and how waste is being created. Tracking and analyzing waste based on creation time, food type, preparation stage or other key metrics may provide a clear picture of the food waste lifecycle. While the Eco-Safe Digester already provides significant economic savings and decreases in carbon footprint, the addition of the BioHiTech Cloud increases that impact by helping the customer to more accurately manage inventory, preparation practices and staff efficiencies.

PRODUCTS AND SERVICES

BioHiTech believes its products remove organic waste from the overcrowded and costly landfills of the world and provide significant benefits to both business organizations and the community including:

Eliminating the transportation of organic waste

Reducing carbon emissions associated with landfilling and truck transportation

Complying with municipal laws banning organic waste from landfills

Contributing to corporate and regulatory targets for diverting waste from landfills

Extending the lifespan of the country’s disposal facilities

Reducing groundwater and soil contamination at landfills

Reducing harmful greenhouse gases that contribute to global climate change

Recycling food waste into renewable resources (clean water, biogas, bio-solids)

The Eco-Safe Digester

The Eco-Safe Digester is high technology appliance built upon several international patents that provides a safe, clean and odorless process for converting organic waste to a nutrient neutral discharge that is introduced to the typical sewage drain. The Digester utilizes technology similar to municipal sewage treatment plants in a scaled down, friendly point of generation format. It is an ecologically friendly solution for processing food waste directly at its source.

The Eco-Safe Digester can digest up to 2,500 pounds of food waste every day including vegetables, fruits, meat, fish, poultry, grains, coffee grinds, egg shells and dairy products, with decomposition typically occurring within 24 hours. The Eco-Safe Digester rapidly digests large volumes of food waste into a nutrient neutral liquid effluent using the following steps:

A proprietary blend of microorganisms and bio-media are loaded into the Eco-Safe Digester

Heat, agitation and water help enable the microorganisms to reduce the food waste into liquefied grey water, also called effluent

Food waste is continuously added into the machine daily

The effluent drains into a conventional sanitary sewer system

The Eco-Safe Digester is available in three sizes to fit varying point of creation requirements. The appliance is manufactured using the best components and materials. It is wrapped in durable stainless steel to complement industrial kitchen equipment, provide long life and resist corrosion.

The BioHiTech Cloud

The BioHiTech solution is not based only on the removal of waste but also provides information and metrics to improve the efficiency of an organization. Such information has not been readily available to consumers in the past. By providing a cloud-based dashboard, the BioHiTech Cloud gives real-time visibility to the status of the device itself and provides insight to the efficiencies of the operations of food preparation and consumption of the user. Using leading edge cloud technologies, the systems allow for deep visibility into the process on an individual, regional, or national level. BioHiTech currently has a provisional patent pending on this technology.

Currently, BioHiTech leverages multiple sales models including traditional capital expense sales model and all-inclusive rental models. List prices for all of the three models are under $50,000. Under the retail sales model, each unit is normally accompanied by an annual service or supply contract providing a potential recurring revenue stream for each unit sold. Annual service contracts range from $2,300.00 to $5,450.00 per year depending on the size of the unit and level of support. Typical customer return on investment is approximately three years depending on tip fees within their geographical footprint and without giving effect to potential savings due to increased efficiencies.

Under BioHiTech’s rental model, BioHiTech provides a digester, quarterly service, consumables and in some cases an annual cloud license under a monthly bundled charge. These contracts normally range from three to five years in duration. Monthly charges range from $500.00 to $1,200.00 per month depending on unit size and services provided. Annual cloud licenses are available ala carte as well at a rate of $2400.00 per year per unit.

Leveraging our proprietary measurement capabilities and the BioHiTech Cloud, we anticipate a significant portion of new sales will be based on a price per pound operating expense model. As traditional waste companies charge for waste removal by weight, the ability to measure exact weight in real time along with low annual operating costs per digester, allow BioHiTech to provide services at significant discounts to traditional waste services and eliminate consumer confusion regarding potential savings. The monthly charge will include a minimum base cost sufficient to increase the likelihood of profitability even if the customer does not use the system to capacity and may be offered at a 5-10% discount to current service rates provided by traditional waste removal providers.

TARGET MARKETS AND MARKETING STRATEGY

Several municipalities have recently enacted ordinances prohibiting commercial food waste from being disposed of in landfills. Seattle, San Francisco, Portland (Oregon) as well as Vermont, Connecticut and Massachusetts have banned landfill disposal of food waste from large, commercial food waste generators.

PATENTS AND TRADEMARKS

BioHiTech has an exclusive global distribution license to sell, lease, use, distribute, and manufacture the product currently known as the Eco-Safe Digester and the patents related thereto pursuant to a certain Exclusive License and Distribution Agreement dated October 23, 2012, as amended, by and among BioHiTech and BioHiTech International, a company owned by Chun-Il Koh, a BioHiTech shareholder, Chun-Il Koh, Joyce Taeya Koh and Bong Soon Hwang. Under the foregoing agreement, BioHiTech pays BioHiTech International $200,000 per year for the license. The license expires on December 31, 2023. BioHiTech is the owner of the Trademark “Eco-Safe Digester”.

BioHiTech has applied for, but has not yet received, a patent for “Network Connected Weight Tracking System for a Food Waste Disposal Machine.”

CUSTOMERS

BioHiTech targets large producers of food waste as its primary customers. Industries served include but are not limited to healthcare, grocery, prisons, retail food services, education, and full service hospitality. Volume of food waste as well as traditional waste disposal costs are the primary drivers of return on investment for customers. BioHiTech is in the process of attempting to sell its products to governmental agencies including correctional facilities and hospitals as well as large private sector companies throughout the United States and abroad.

There are believed to be approximately 250,000 potential users of the Eco-Safe Digester in the United States with an additional 250,000 potential international installations.

MARKETING, SALES AND DISTRIBUTIONS

BioHiTech operates under two sales models, “in-house” direct sales and “Reseller” sales. We currently leverage four company employed sales associates that focus on maintaining and expanding “house accounts”. BioHiTech currently has eight registered domestic resellers, one registered international reseller, four independent sales agents and two international sub-distributors. Domestic resellers are granted a non-exclusive license to sell and market products and services while the two international resellers have been granted exclusive sub-distribution rights in certain geographical areas. Currently BioHiTech’s three international resellers have exclusivity in Israel, Mexico and Latin America. All resellers are required to purchase all products and consumables directly from BioHiTech. In some cases BioHiTech also provides annual service to customers of its resellers at an additional charge.

BioHiTech employs one full time marketing professional and contracts with various firms for design and production of its marketing materials. Our internal team of technology professionals is responsible for maintenance of BioHiTech’s website. BioHiTech supplies its resellers with any necessary marketing materials.

BioHiTech is the owner of the trademarks for “Eco-Safe Digester” and “BioBrain” which its products are marketed under.

BioHiTech is under contract with a nationally recognized Public Relations firm for representation of its products, services, and messaging to national media outlets. Our general media strategy consists of a combination of feature articles and press releases to communicate our strategic vision as well as promote our products and services.

As regulations continue to be passed regarding the disposal of food waste BioHiTech will leverage both its internal and external marketing sources to communicate to the target market the increasing level of need for its products and services.

Currently, Eco-Safe Digesters are imported from the manufacturer located in Seoul, South Korea and received at the BioHiTech headquarters and warehouse in Chestnut Ridge, New York. Each product goes through a rigorous quality control process before it is delivered to the customer. At our headquarters facility, each product is equipped with our proprietary hardware and software to enable our BioHiTech Cloud connectivity. International units may be drop shipped directly to resellers. In this event, BioHiTech ships the necessary hardware and software to its international service agents for installation prior to customer delivery.

COMPETITION

There are a handful of companies that distribute products utilizing similar technology to the Eco-Safe Digester. Most of these companies originated in Korea and we believe may have copied our technology, some with modifications. Of our competitors, our machine has the smallest footprint, requires the least amount of water to operate and is believed to be an industry leader in terms of installations and efficiency. Currently we are not aware of any direct competitor with the ability to capture and deliver real time data. We believe that our pending patent, if granted, will provide BioHiTech the right to exclude competitors from making, using or selling technology on a food waste disposal device within the scope of the patent claims, in the countries in which the patent or patents are granted.

Totally Green: Totally Green develops and markets an ORCA Green™ Machine. The “ORCA” (stands for Organic Refuse Conversion Alternative) allows for rapid composting of most organic material in institutional and commercial end-user applications. The liquid compost is channeled through the sewer system or can be returned to the soil as nourishment.

Waste to Water: Waste to Water produces the “BIO-EZ” The BIO-EZ processing units and “BIO-HELPER” microorganisms are self-contained food waste elimination systems designed to fit seamlessly in any commercial kitchen, supermarket, hotel, resort or food distribution application.

Powerknot: Based in California, Powerknot markets a product similar to other digesters.

Enviropure: Enviropure markets a similar digester to those noted above as well as a “dry” solution. Its units also are purportedly available with a scale.

Traditional Composting

Composting has been in existence for many years and has historically been the only option for organics disposal. Composting:

Relies heavily on truck collection and transportation.

Uses facilities that can be considered public nuisances.

Is very difficult to provide accurate metrics on waste volumes and generation.

Facilities are difficult to site and are often long distances from waste generation.

Is neither cost effective nor environmentally friendly.

Anaerobic Digestion

Anaerobic digesters are readily used throughout Europe. Anaerobic digestion (“AD”) is the decomposition of organic waste in the absence of oxygen. The beneficial by-product is gas to be used to generate electricity. AD facilities are beginning to be sited in the United States and are thought of as a viable disposal option for organic waste. While the technology is sound, AD facilities face various challenges in the United States. Management believes that AD facilities will continue to be developed and will be a part of the total solution for organic waste disposal. Many private equity funds have made investments in companies that own or are permitting AD facilities. The challenges to AD include:

Capital intensity of sizeable plants

Difficult to site with proximity to feedstock

Need steady, homogenous waste source (pre-processing is necessary)

Relies on traditional collection and transportation of waste (significant costs)

Rely on “tip fee” to subsidize operating expenses

Difficult to provide data to consumers (similar to composting)

RESEARCH AND DEVELOPMENT

BioHiTech is continually investing in research and development in an effort to enhance and expand upon its existing products and services. There are several research and development initiatives underway.

As water is becoming a highly scrutinized resource, BioHiTech is negotiating for the right to use a proprietary water treatment and recirculation system in conjunction with its Eco-Safe Digester. If the pilot project is successful, we will be able to achieve multiple objectives, eliminating the need for fresh water in the digestion process, eliminating the discharge of effluent to waste water treatment facilities, and the creation of “net new” water for our customers for re-use within their facilities for general purposes.

As customers gain an appreciation for the transparency provided by the BioHiTech Cloud on their food waste they have expressed the desire to track other recyclable and waste products using our existing dashboard. As the core technology already exists, we are currently in the process of adapting our weight capture and presentation to be deployed on various other waste equipment located within our customers’ locations. The success of this pilot project would provide the ability to expand our software as a service offerings under additional license fees for each piece of equipment. These pieces of equipment have been utilized for many years and provide a significant target market based on their historical presence.

As we recognize some customers’ desire to re-capture nutrients from food waste to be used for the generation of electricity via Anaerobic digestion, we have begun to provide the ability to capture effluent from the Eco-Safe Digester as feedstock for the AD process. Testing is being performed with a regional anaerobic digestion company to determine whether our units indeed produce a valuable feedstock with energy value. By utilizing our technology the customer is able to treat waste at its point of generation, measure and analyze waste volumes via the BioHiTech Cloud, transport the residual in a more cost effective and environmentally friendly means and ultimately convert its food to energy via the AD process. If successful, this is hoped to provide a more sustainable model for AD as it would reduce costs of logistics and eliminate the need for government subsidy. We hope this solution can be widely deployed in Europe where anaerobic digestion is more widely accepted.

Similar to the anaerobic digestion project, BioHiTech is currently in discussion with an entity to use the Eco-Safe Digester effluent as feedstock for the production of organic fertilizer. In this model, effluent would be captured and transported to a manufacturing facility where it will serve as the primary feedstock for organic liquid fertilizer. If successful, the benefits are similar as noted above with the ultimate product being fertilizer as opposed to electricity. We believe there is a high demand for this type of product in certain farm areas of the United States.

MANAGEMENT AND EMPLOYEES

As of the date of this Report, BioHiTech has 19 full time and one part time employees. We believe we enjoy good employee relations. None of our employees are members of any labor union, and we are not a party to any collective bargaining agreement.

PROPERTIES

The company does not own any physical location. The company currently leases its corporate headquarters and warehouse in Chestnut Ridge, NY as well as its technology development office in Harrisburg, PA. We believe that our current headquarters and warehouse facility are sufficient in size for current and future operations. The current leases for the headquarters and warehouse expire in 2020 each containing a renewal option for an additional five-year period. The company is currently in negotiations to relocate its technology development office to an alternate site in Harrisburg, PA and expects to do so no later than December 31, 2015.

LIQUIDITY AND CAPITAL RESOURCES

The Company generates revenues from sales of its Eco-Safe Digester and related goods and services. The Company's other known potential sources of capital are possible proceeds from private placements, issuance of notes payable, loans from its officers, and cash from future revenues after the Company commences sales. The Company may require additional financing to continue operations, and there is no assurance that such additional financing will be available.

POTENTIAL FUTURE PROJECTS AND CONFLICTS OF INTEREST

Members of the Company’s management may serve in the future as an officer, director or investor in other entities. Neither BioHiTech nor any of its shareholders would have any interest in these other companies’ projects. Management believes that it has sufficient resources to fully discharge its responsibilities for all current and future BioHiTech projects.

GOVERNMENT REGULATION

We believe we are in compliance with applicable federal, state and other regulations and that we have compliance programs in place to ensure compliance going forward. There are no regulatory notifications or actions pending.

LEGAL MATTERS

None.

RELATED PARTY TRANSACTIONS

We currently rent our corporate office headquarters from a company partially owned by two shareholders. As we require additional office and/or warehouse space, we may opt to expand upon the existing lease. The lease is structured on terms deemed arm’s length.

Currently the Eco-Safe Digester is manufactured in South Korea by a company owned by one of BioHiTech’s shareholders. The global distribution rights of the Eco-Safe Digester were in place prior to that shareholder acquiring his equity interest and is on terms deemed arm’s length.

RISK FACTORS

OUR SECURITIES ARE HIGHLY SPECULATIVE, AND PROSPECTIVE PURCHASERS SHOULD BE AWARE THAT AN INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK. ACCORDINGLY, PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO THE OTHER INFORMATION IN THIS CURRENT REPORT AND RELATED EXHIBITS, INCLUDING OUR FINANCIAL STATEMENTS.

Risks Related to Our Business

We have a history of operating losses and there can be no assurance that we can achieve or maintain profitability.

We have a history of operating losses and may not achieve or sustain profitability. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may be unable to sustain or increase profitability and our failure to do so would adversely affect the Company’s business, including our ability to raise additional funds.

We face substantial competition in the waste services industry, and if we cannot successfully compete in the marketplace, our business, financial condition and results of operations may be materially adversely affected.

The waste services industry is highly competitive, has undergone a period of consolidation and requires substantial labor and capital resources. Some of the markets in which we compete are served by one or more of large companies, established, that are more well-known and better financed than we are. Intense competition exists not only to provide services to customers, but also to develop new products and services and acquire other businesses within each market. Some of our competitors have significantly greater financial and other resources than we do.

In our waste disposal markets, we also compete with operators of alternative disposal and recycling facilities. We also increasingly compete with companies which seek to use waste as feedstock for renewable energy supplies. Public entities may have financial advantages because of their ability to charge user fees or similar charges, impose tax revenues, access tax-exempt financing and, in some cases, utilize government subsidies.

If our Eco-Safe Digester is unable to successfully compete in the marketplace, our business and financial condition could be materially adversely affected.

The waste services industry is subject to extensive and rapidly-changing government regulation. Changes to one or more of these regulations would cause a decrease in the demand for our Eco-Safe Digester System.

We currently have only a single waste processing product, the Eco-Safe Digester. We believe the demand for this product is created directly in response to recent municipal laws and regulation prohibiting certain large, commercial food manufacturers, retailers and catering halls from discarding food wastes to landfills. The Eco-Safe Digester is just one solution for these businesses to comply with these regulations. If there was a change to or elimination of these regulations, the demand for our product would almost certainly be greatly reduced and our income would, as a result, be adversely affected.

Currently, the microorganisms we employ in the Eco-Safe Digester are approved for use to reduce food waste and to be poured into conventional sewer systems. However, if it was determined that we could no longer use these microorganisms, there is no guarantee that we could develop a replacement process to assure that we could continue to sell our products. Also, we would likely face claims from current customers were they unable to use the Eco-Safe Digesters for food wasted disposal.

We may also incur the costs of defending against environmental litigation brought by governmental agencies and private parties. We are, and also may be in the future, a defendant in lawsuits brought by parties alleging environmental damage, personal injury, and/or property damage, or which seek to overturn or prevent authorization of our products, all of which may result in us incurring significant liabilities.

We may engage in acquisitions in the future with the goal of complementing or expanding our business, including developing additional disposal products and complementary services. However, we may be unable to complete these transactions and, if executed, these transactions may not improve our business or may pose significant risks and could have a negative effect on our operations.

We may in the future, make acquisitions in order to acquire or develop additional disposal products and complementary services. In addition, from time to time we may acquire businesses that are complementary to our core business strategy. We may not be able to identify suitable acquisition candidates. If we identify suitable acquisition candidates, we may be unable to successfully negotiate acquisitions at a price or on terms and conditions acceptable to us, including as a result of the limitations imposed by our debt obligations. Further, we may be unable to obtain the necessary regulatory approval to complete potential acquisitions.

Our ability to achieve the benefits of any potential future acquisition, including cost savings and operating efficiencies, depends in part on our ability to successfully integrate the operations of such acquired businesses with our operations. The integration of acquired businesses and other assets may require significant management time and resources that would otherwise be available for the ongoing management of our existing operations.

We have inadequate capital and need for additional financing to accomplish our business and strategic plans.

We have very limited funds, and such funds are not adequate to develop our current business plan. Our ultimate success may depend on our ability to raise additional capital. In the absence of additional financing or significant revenues and profits, the Company will have to approach its business plan from a much different and much more restricted direction, attempting to secure additional funding sources to fund its growth, borrowing money from lenders or elsewhere or to take other actions to attempt to provide funding. We cannot guarantee that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us.

Our limited operating history does not afford investors a sufficient history on which to base an investment decision.

We are currently in the early stages of developing our business. Our operations are subject to all the risks inherent in the establishment of a new business enterprise. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays that are frequently encountered in a newly-formed company. There can be no assurance that at this time that we will operate profitably or will have adequate working capital to meet our obligations as they become due.

Investors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. Such risks include the following:

increasing awareness of our brand name;

meeting customer demand and standards;

attaining customer loyalty;

developing and upgrading our product and service offerings;

implementing our advertising and marketing plan;

maintaining our current strategic relationships and developing new strategic relationships;

responding effectively to competitive pressures; and

attracting, retaining and motivating qualified personnel.

We cannot be certain that our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected and we may not have the resources to continue or expand our business operations.

We may not be able to continue as a going concern.

We had an accumulated deficit of $8,910,821 at December 31, 2014, a net loss of $3,292,261 and net cash used in operating activities of $2,655,941 for the period then ended. These factors raise substantial doubt in the minds of our auditors about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of the uncertainty regarding our ability to continue as a going concern. If the Company cannot continue as a going concern, its stockholders may lose their entire investment.

We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel or hire additional qualified personnel, we may not be able to grow effectively.

Our performance is largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Our continued ability to compete effectively depends on our ability to retain and motivate existing employees. Due to our reliance upon its skilled laborers, the failure to attract, integrate, motivate, and retain current and/or additional key employees could have a material adverse effect on our business, operating results and financial condition. We do not maintain key person life insurance for any of our employees.

If we fail to manage growth or to prepare for product scalability effectively, it could have an adverse effect on our employee efficiency, product quality, working capital levels and results of operations .

Any significant growth in the market for our products or our entry into new markets may require an expansion of our employee base for managerial, operational, financial, and other purposes. As of August 6, 2015, we had 19 full time employees outside of our management team. During any period of growth, we may face problems related to our operational and financial systems and controls, including quality control and delivery and service capacities. We would also need to continue to expand, train and manage our employee base. Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit, maintain, integrate, and motivate new employees.

Aside from increased difficulties in the management of human resources, we may also encounter working capital issues, as we will need increased liquidity to finance the development of new products, and the hiring of additional employees. For effective growth management, we will be required to continue improving our operations, management, and financial systems and controls. Our failure to manage growth effectively may lead to operational and financial inefficiencies that will have a negative effect on our profitability. We cannot assure investors that we will be able to timely and effectively meet that demand and maintain the quality standards required by our existing and potential customers.

Our management team may not be able to successfully implement our business strategies.

If our management team is unable to execute on its business strategies, then our development, including the establishment of revenues and our sales and marketing activities would be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. We may seek to augment or replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.

If we are unable to retain key executives and other key affiliates, our growth could be significantly inhibited and our business harmed with a material adverse effect on our business, financial condition and results of operations.

Our success is, to a certain extent, attributable to the management, sales and marketing, and operational and technical expertise of certain key personnel. Frank E. Celli, our Chief Executive Officer, Robert Joyce, our Chief Operating Officer, and William Kratzer, our Chief Technology Officer, perform key functions in the operation of our business. The loss of any of these could have a material adverse effect upon our business, financial condition, and results of operations. If we lose the services of any senior management, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new personnel, which could severely disrupt our business and prospects.

Our financial results may not meet the expectations of investors and may fluctuate because of many factors and, as a result, investors should not rely on our revenue and/or financial projections as indicative of future results.

Fluctuations in operating results or the failure of operating results to meet the expectations investors may negatively impact the value of our securities. Operating results may fluctuate due to a variety of factors that could affect revenues or expenses in any particular quarter. Fluctuations in operating results could cause the value of our securities to decline. Investors should not rely on revenue or financial projections or comparisons of results of operations as an indication of future performance. As a result of the factors listed below, it is possible that in future periods results of operations may be below the expectations of investors. This could cause the market price of our securities to decline. Factors that may affect our quarterly results include:

delays in sales resulting from potential customer sales cycles;

variations or inconsistencies in return on investment models and results;

changes in competition; and

changes or threats of significant changes in legislation or rules or standards that would change the drivers for product adoption.

Our strategy may include acquiring companies which may result in unsuitable acquisitions or failure to successfully integrate acquired companies, which could lead to reduced profitability.

We may embark on a growth strategy through acquisitions of companies or operations that complement existing product lines, customers or other capabilities. We may be unsuccessful in identifying suitable acquisition candidates, or may be unable to consummate desired acquisitions. To the extent any future acquisitions are completed, we may be unsuccessful in integrating acquired companies or their operations, or if integration is more difficult than anticipated, we may experience disruptions that could have a material adverse impact on future profitability. Some of the risks that may affect our ability to integrate, or realize any anticipated benefits from, acquisitions include:

unexpected losses of key employees or customer of the acquired company;

difficulties integrating the acquired company’s standards, processes, procedures and controls;

difficulties coordinating new product and process development;

difficulties hiring additional management and other critical personnel;

difficulties increasing the scope, geographic diversity and complexity of our operations;

difficulties consolidating facilities, transferring processes and know-how;

difficulties reducing costs of the acquired company’s business;

diversion of management’s attention from our management; and

adverse impacts on retaining existing business relationships with customers.

We are operating in a highly competitive market and we are unsure as to whether or not there will be any consumer demand for our services .

Some of our competitors are much larger and better capitalized than we are. It may be that our competitors will better address the same market opportunities that we are addressing. These competitors, either alone or with collaborative partners, may succeed in developing business models that are more effective or have greater market success than our own. The Company is especially susceptible to larger companies that invest more money in marketing. Moreover, the market for our services is potentially large but highly competitive. There is little or no hard data that substantiates the demand for our services or how this demand will be segmented over time.

There is no assurance that the Company will operate profitably or will generate positive cash flow in the future.

The Company is continuing to develop its customer base and advertising revenues and it is anticipated that it will continue to incur significant losses for the foreseeable future as it carries on this process. In addition, the Company’s operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the level of competition and general economic conditions.

We may rely on the success of viral marketing to expand consumer awareness of our service.

If we are unable to maintain or increase the efficacy of our viral marketing strategy or if we otherwise decide to expand the reach of our marketing through use of more costly marketing campaigns, we may experience an increase in marketing expenses which could have an adverse effect on our results of operations. We cannot assure you that we will be successful in maintaining or expanding our listener base and failure to do so would materially reduce our revenue and adversely affect our business, operating results and financial condition.

Risks Related To The Securities Markets And Investments In Our Common Stock

Our Executive Officers and certain stockholders possess the majority of our voting power, and through this ownership, control our Company and our corporate actions.

Our current executive officers and certain large shareholders of the Company, hold approximately 40% of the voting power of the outstanding shares immediately after the Merger. These officers have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. As such, our executive officers have the power to prevent or cause a change in control; therefore, without their consent we could be prevented from entering into transactions that could be beneficial to us. The interests of our executive officers may give rise to a conflict of interest with the Company and the Company’s shareholders. For additional details concerning voting power please refer to the section below entitled “Description of Securities.”

There is a substantial lack of liquidity of our common stock and volatility risks.

Our common stock is quoted on the OTCBB under the symbol “SWFR.” The liquidity of our common stock is very limited and is affected by our limited trading market. The OTCBB market is an inter-dealer market much less regulated than the major exchanges, and is subject to abuses, volatilities and shorting. There is currently no broadly followed and established trading market for our common stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded.

The trading volume of our common stock may be limited and sporadic. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. As a result of such trading activity, the quoted price for our common stock on the OTCBB may not necessarily be a reliable indicator of our fair market value. In addition, if our shares of common stock cease to be quoted, holders would find it more difficult to dispose of or to obtain accurate quotation as to the market value of, our common stock and as a result, the market value of our common stock likely would decline.

The market price for our stock may be volatile and subject to fluctuations in response to factors, including the following:

The increased concentration of the ownership of our shares by a limited number of affiliated stockholders following the Merger may limit interest in our securities;

variations in quarterly operating results from the expectations of securities analysts or investors;

revisions in securities analysts’ estimates or reductions in security analysts’ coverage;

announcements of new products or services by us or our competitors;

reductions in the market share of our products;

announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

general technological, market or economic trends;

investor perception of our industry or prospects;

insider selling or buying;

investors entering into short sale contracts;

regulatory developments affecting our industry; and

additions or departures of key personnel.

Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

Because we became public by means of a “reverse merger,” we may not be able to attract the attention of major brokerage firms.

There may be risks associated with us becoming public through a “reverse merger.” Securities analysts of major brokerage firms and securities institutions may not provide coverage of us because there were no broker-dealers who sold our stock in a public offering that would be incentivized to follow or recommend the purchase of our common stock. The absence of such research coverage could limit investor interest in our common stock, resulting in decreased liquidity. No assurance can be given that established brokerage firms will, in the future, want to cover our securities or conduct any secondary offerings or other financings on our behalf.

Our common stock may never be listed on a major stock exchange.

While we may seek the listing of our common stock on a national or other securities exchange at some time in the future, we currently do not satisfy the initial listing standards and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing, the trading price of our common stock could suffer, the trading market for our common stock may be less liquid, and our common stock price may be subject to increased volatility.

Our stock price may be volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

changes in our industry;

competitive pricing pressures;

our ability to obtain working capital financing;

additions or departures of key personnel;

limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;

sales of our common stock;

our ability to execute our business plan;

operating results that fall below expectations;

loss of any strategic relationship;

regulatory developments;

economic and other external factors; and

period-to-period fluctuations in our financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Our common stock is subject to price volatility unrelated to our operations.

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting the Company’s competitors or the Company itself. In addition, the OTCQB and OTCBB is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

A decline in the price of our common stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. A decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new services and continue our current operations. If our common stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

Concentrated ownership of our common stock creates a risk of sudden changes in our common stock price.

The sale by any shareholder of a significant portion of their holdings could have a material adverse effect on the market price of our common stock.

Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.

A substantial majority of the outstanding shares of Common Stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTCBB). A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.

The securities issued in connection with the Merger are restricted securities and may not be transferred in the absence of registration or the availability of a resale exemption.

The shares of common stock being issued in connection with the Merger are being issued in reliance on an exemption from the registration requirements under Section 4(2) of the Securities Act and Regulation D promulgated thereunder. Consequently, these securities will be subject to restrictions on transfer under the Securities Act and may not be transferred in the absence of registration or the availability of a resale exemption. In particular, in the absence of registration, such securities cannot be resold to the public until certain requirements under Rule 144 promulgated under the Securities Act have been satisfied, including certain holding period requirements. As a result, a purchaser who receives any such securities issued in connection with the Merger may be unable to sell such securities at the time or at the price or upon such other terms and conditions as the purchaser desires, and the terms of such sale may be less favorable to the purchaser than might be obtainable in the absence of such limitations and restrictions.

If we issue additional shares or derivative securities in the future, it will result in the dilution of our existing stockholders.

Our Certificate of Incorporation, as amended, authorizes the issuance of up to 20,000,000 shares of common stock, $0.0001 par value per share. Our board of directors may choose to issue some or all of such shares, or derivative securities to purchase some or all of such shares, to provide additional financing in the future.

We do not plan to declare or pay any dividends to our stockholders in the near future.

We have not declared any dividends in the past, and we do not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

The requirements of being a public company may strain our resources and distract management.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements are extensive. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

We may incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.

A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct business.

“Penny Stock” rules may make buying or selling our common stock difficult.

Trading in our common stock is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer that recommends our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock.

POST-EXCHANGE BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK

The following table provides information, immediately after the Merger, regarding beneficial ownership of our Common Stock by: (i) each person known to us who beneficially owns more than five percent of our Common Stock; (ii) each of our directors; (iii) each of our executive officers; and (iv) all of our directors and executive officers as a group.

The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

Shareholder (1)	Beneficial Ownership		Percent of Class (2)
Frank E. Celli		1,292,585		17.2	%
Robert A. Joyce		269,345		3.6	%
Harriet Hentges		-		-
Robert A. Graham (3)		644,994		-
James D. Chambers (4)		837,296		-
Douglas M. Van Oort		-		-
Officers and Directors as a Group (6 persons)		3,044,220		40.6	%

Other 5% Holders
Conundrum Capital Partners LLC		837,296		11.2	%
Penn Venture Partners, L.P.		644,994		8.6	%

(1)

The address for all officers, directors and beneficial owners is 80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10977.

(2)

Based upon 7,500,000 shares of common stock outstanding as of August 6, 2015.

(3)

Includes 644,994 shares held by Penn Venture Partners, L.P. over which Mr. Graham holds voting and dispositive power. The address for Penn Venture Partners, L.P. is 132 State Street, Harrisburg, PA 17101.

(4)

Includes 837,296 shares held by Conundrum Capital Partners LLC over which Mr. Chambers holds voting and dispositive power. The address for Conundrum Capital Partners LLC is 317 Eatons Landing Drive, Annapolis, MD 21401.

MANAGEMENT

Name	Age	Position
Frank E. Celli	45	Chairman and Chief Executive Officer
Robert A. Joyce	56	Chief Operating Officer

Frank E. Celli, 45, Chief Executive Officer

Mr. Celli has over 25 years of waste industry experience. Mr. Celli joined BioHiTech in 2008. Prior thereto and until 2007, Mr. Celli was co-founder and Chief Executive Officer of Interstate Waste Services, during which time that company achieved growth of over $150 million in revenue. During his time at Interstate Waste he was responsible for all aspects of the business including collection, recycling, landfills and emerging technologies. After selling his interests in Interstate Waste, Mr. Celli transitioned to BioHiTech. He also serves as a director and officer of Entsorga West Virginia, a company that is currently developing one of the first Mechanical Biological Treatment facilities in the United States. Mr. Celli earned a Bachelors of Science from Pace University’s Lubin School of Business in 1992.

Robert A. Joyce, 56, Chief Operating Officer

Mr. Joyce joined BioHiTech in October 2013 as its Chief Operating Officer. Prior thereto and prior to 1998, Mr. Joyce held technical, sales and management roles at Sun Microsystems and Arthur D. Little, Inc., Mr. Joyce served as the Chief Executive Officer of Perfect Order, Inc. a software and services company, from 1998 until it was acquired by Versatile Systems in 2005, for whom Mr. Joyce went on to serve as President.

Harriet Hentges, 74, Director

Ms. Hentges joined BioHiTech as Director in August 2015. She simultaneously serves as the president of Hentges Associates, an advisory firm on sustainability and corporate responsibility. Prior to starting Hentges Associates in (year), she was a principal in Hentges Kahn & Strauss (HKS) LLC, a consulting practice for food producers, manufactures and grocery retailers aimed at fostering a more sustainable food system. Ms. Hentges has held key posts in strategy development and implementation at Sears Roebuck, Wal-Mart and Ahold USA. At Sears World Trade, She created the Planning and Research capability for the startup company.

Ms. Hentges received a doctorate in International Economics from Johns Hopkins University and is an adjunct professor at Georgetown University, teaching a graduate course in corporate responsibility and sustainability.

Robert A. Graham, 56, Director

Mr. Graham joined BioHiTech as a Director in October 2013. Simultaneously therewith and from 2010, Mr. Graham has served as Managing Director of the Management Company of Penn Venture Partners, L.P. Mr. Graham has over 25 years of operational and financial executive management experience including extensive experience in the acquisitions and sales of companies. Prior thereto and from 2008 to 2010, Mr. Graham served as President of RG Consulting, a financial and management consulting company. Prior thereto and from 2001 to 2008, Mr. Graham served eight years as President and Chief Executive Officer of Dorland Healthcare Information. He also served as the Executive Vice-President and Chief Financial Officer of Broadreach Consulting from 1998 to 2000 and was Vice President of Finance and Chief Operating Officer of Legal Communications, Ltd. from to and from 1989 to 1998. He started his career in the finance department of Transport International Pool where he held various financial positions, the final of which was as Assistant Controller before he left in 1988. He received his Masters of Business Administration with a concentration in Finance from Saint Joseph’s University and a B.A. from LaSalle University.

James D. Chambers, 58, Director

Mr. Chambers joined BioHiTech in 2008. Prior thereto and from January 1997 to September 2000, Mr. Chambers served as President of Business Services, Senior Vice President of Marketing and Business Development, and Vice President of Administration of Quest Diagnostics, Inc. Prior thereto and from June 1986 to January 1997, Mr. Chambers served in several executive positions in the US and abroad at Corning Incorporated. Mr. Chambers Earned his BA at Dickinson College in History and Political Science, and his MBA in Finance at Southern Methodist University, as well as a Masters in International Management from the Thunderbird School of International Management. Mr. Chambers has more than 30 years’ experience in diverse industries, functions, and geographic locations, with a proven track record in challenging environments requiring innovation, analytical problem solving, and leadership skills.

Douglas M. Van Oort, 59, Director

Mr. Van Oort joined the Board of Directors of BioHiTech in August 2015. Simultaneously therewith, and since 2009 Mr. Van Oort has served as the Chairman and Chief Executive Officer of NeoGenomics. From 1982 to 1995, Mr. Van Oort served in various positions at Corning Incorporated an ultimately held the position of Executive Vice President and CFO of Corning Life Sciences, Inc. In 1995, Corning Incorporated spun off Corning Life Sciences, Inc. into two companies, Quest Diagnostics and Covance, Inc. Mr. Van Oort serves as a member of the board of directors of several privately held companies. In addition, since 2000, Mr. Van Oort is the Co-Owner of Vision Ace Hardware, LLC, a retail hardware chain. Mr. Van Oort is a graduate of Bentley University.

Summary Compensation of Executive Officers

The following table sets forth all of the compensation awarded to, earned by or paid to (i) each individual serving as the Company’s principal executive officer during the last three completed fiscal years ending December 31, 2014 and 2013; (ii) each other individual that served as an executive officer of the Company at the conclusion of the fiscal year ended December 31, 2014 and who received in excess of $100,000 in the form of salary and bonus during such fiscal year.

Summary Compensation of Executive Officers

Name and Principal Position	Year	Salary	Bonus	Equity Awards	Option Awards	All Other Compensation	Total
Shaul Martin, President, Secretary, Treasurer,	2014	—	—	—	—	—	—
Chief Executive Officer and Chief Financial Officer**	2013	—	—	—	—	—	—
Benyamin Anshin	2014	—	—	—	—	—	—
	2013	—	—	—	—	—	—
Frank E. Celli*	2015	—	—	—	—	—	—
Robert A. Joyce*	2015	—	—	—	—	—	—
William M. Kratzer*	2015	—	—	—	—	—	—

Appointed August 6, 2015. Each of Mr. Celli and Mr. Joyce were executive officers of BioHiTech prior to the Merger. Dose not include any compensation paid from Bio Hi Tech America LLC.

Resigned effective August 6, 2015. Messrs. Martin and Anshin was the officer of Registrant prior to the Merger.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding each unexercised option and non-vested stock award held by each of the Company’s named executive officers as of August 6, 2015.

Name

Number of
Securities
Underlying
Unexercised

Options
Exercisable

Number of
Securities
Underlying
Unexercised
Options
Unexercisable

Option
Exercise

Price ($)

Option
Expiration
Date

Shaul Martin, **

—

Benyamin Anshin**

—

Frank E. Celli*

—

Robert A. Joyce*

—

William M. Kratzer*

—

Appointed August 6, 2015. Each of Mr. Celli and Mr. Joyce were executive officers of BioHiTech prior to the Merger.

Resigned effective August 6, 2015. Messrs. Martin and Anshin were the officers of Registrant prior to the Merger.

Compensation of Directors

The Company did not pay any fees to their respective directors for attendance at meetings of the board; however, the Company may adopt a policy of making such payments in the future. The Company may reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings.

DESCRIPTION OF SECURITIES

General

The Company’s authorized capital stock consists of 30,000,000 shares of capital stock, par value $0.0001 per share, of which 20,000,000 shares are common stock, par value $0.0001 per share and 10,000,000 shares are “blank check” preferred stock, par value $0.0001 per share. After the closing of the Merger, the Company had 30,000,000 shares of common stock issued and outstanding held by approximately 47 shareholders of record, excluding an unknown amount of shareholders holding their ownership in street name.

Common Stock

Holders of Company’s common stock are entitled to one vote per share on each matter submitted to vote at a meeting of Company’s stockholders. Holders of common stock do not have cumulative voting rights. Stockholders do not have any preemptive rights or other similar rights to acquire additional shares of Company’s common stock or other securities. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, subject to preferences that may be applicable to any then-outstanding preferred stock, each outstanding share of common stock entitles its holder to participate ratably in all remaining assets of the Company that are available for distribution to stockholders after providing for each class of stock, if any, having preference over the common stock.

Holders of common stock have no conversion, preemptive or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights of the holders of common stock are subject to any rights that may be fixed for holders of preferred stock, when and if any preferred stock is authorized and issued.

Preferred Stock

The Company’s Amended Certificate of Incorporation authorizes the issuance of 10,000,000 shares of “Blank Check” Preferred Stock, par value $0.0001 per share, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of Preferred Stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Company’s board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. There are no shares of Preferred Stock outstanding.

MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S’ COMMON STOCK AND RELATED SHAREHOLDER MATTERS

(a)

Market information.

Our common stock first became quoted on the Over-the-Counter Bulletin Board, or “OTCBB” under the trading symbol “SWFR” on March 27, 2014. The following table lists the high and low bid information for our common stock as quoted on the OTCBB for the fiscal years ended 2014 and 2013, respectively:

	Price Range
Quarter Ended	High ($)		Low ($)
December 31, 2014		0		0
September 30, 2014		0		0
June 30 2014		0		0
March 31, 2014		0		0
December 31, 2013		N/A		N/A
September 30, 2013		N/A		N/A
June 30, 2013		N/A		N/A
March 31, 2013		N/A		N/A

The above quotations from the OTCBB reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

(b)

Holders.

The number of record holders of our common stock as of August 10, 2015, was approximately 47 based on information received from our transfer agent. This amount excludes an indeterminate number of shareholders whose shares are held in “street” or “nominee” name with a brokerage firm or other fiduciary.

We have not paid or declared any cash dividends on our common stock and we do not anticipate paying dividends on our common stock for the foreseeable future.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Company’s Certificate of Incorporation and By-laws provide, to the fullest extent permitted by Delaware law, that the officers and directors of the Company who was or is a party to or is threatened to be made a party to, any threatened, or pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of fact that he/she is or was acting as the incorporator, officer, director or nominee officer/director or was serving in any capacity at any time. Furthermore, it is the responsibility of the Company to pay for all legal expenses that may occur on behalf of the party who may come under any such type of action.

Delaware General Corporate Law (“GCL”) Section 145 provides the Company with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe his/her conduct was unlawful.

Under GCL Section 145, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined such officer or director did not meet the standards.

Pursuant to the Company’s Certificate of Incorporation and By-laws, we may indemnify an officer or director who is made a party to any proceeding, because of his position as such, to the fullest extent authorized by GCL, as the same exists or may hereafter be amended. In certain cases, we may advance expenses incurred in defending any such proceeding.

To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

Anti-Takeover Effects of Provisions of Delaware State Law

We may be or in the future we may become subject to Delaware’s control share law. We are subject to Section 203 of the Delaware General Corporation Law. This provision generally prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date the stockholder became an interested stockholder, unless:

prior to such date, the Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

on or subsequent to such date, the business combination is approved by the Board of Directors and authorized at an annual meeting or special meeting of stockholders and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 defines a business combination to include:

any merger or consolidation involving the corporation and the interested stockholder;

any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of a corporation, or an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of a corporation at any time within three years prior to the time of determination of interested stockholder status; and any entity or person affiliated with or controlling or controlled by such entity or person.

Anti-Takeover Charter Provisions

Our Certificate of Incorporation and Bylaws contain provisions that could have the effect of discouraging potential acquisition proposals or tender offers or delaying or preventing a change in control of our company, including changes a stockholder might consider favorable. In particular, our Certificate of Incorporation and Bylaws, as applicable, among other things, will:

provide our Board of Directors with the ability to alter our Bylaws without stockholder approval;

provide for an advance notice procedure with regard to the nomination of candidates for election as directors and with regard to business to be brought before a meeting of stockholders; and

provide that vacancies on our Board of Directors may be filled by a majority of directors in office, although less than a quorum.

Such provisions may have the effect of discouraging a third-party from acquiring our company, even if doing so would be beneficial to its stockholders. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board of Directors and in the policies formulated by them, and to discourage some types of transactions that may involve an actual or threatened change in control of our company. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage some tactics that may be used in proxy fights. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals because, among other things, negotiation of such proposals could result in an improvement of their terms.

However, these provisions could have the effect of discouraging others from making tender offers for our shares that could result from actual or rumored takeover attempts. These provisions also may have the effect of preventing changes in our management.

A corporation is subject to Delaware’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Delaware, and if the corporation does business in Delaware or through an affiliated corporation.

The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares is sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (1) one-fifth or more but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

The effect of the control share law is that the acquiring person, and those acting in association with that person, obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to take away voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights, is entitled to demand fair value for such stockholder’s shares.

Delaware ‘s control share law may have the effect of discouraging corporate takeovers.

In addition to the control share law, Delaware has a business combination law, which prohibits certain business combinations between Delaware corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination in advance. For purposes of Delaware law, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Delaware ‘s business combination law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of our Board of Directors.

Item 2.02 Results of Operations and Financial Condition.

Management’s Discussion and Analysis or Plan of Operation

This discussion should be read in conjunction with the other sections of this Current Report, including “Risk Factors,” “Description of the Company” and the related exhibits. The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Current Report. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results may differ materially.

Pursuant to the Merger Agreement, the Registrant agreed to acquire all of the outstanding membership interests of BioHiTech in exchange for the issuance of an aggregate of 6,975,000 shares (the “Merger Shares”) of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”). As a result of the Exchange, BioHiTech became a wholly-owned subsidiary of the Registrant. Following the consummation of the Merger, the interestholders of BioHiTech will beneficially own approximately ninety-three percent (93%) of the issued and outstanding Common Stock of the Registrant. Pursuant to the terms of the Merger Agreement, certain of the Registrant’s shareholders agreed to retire 8,515,000 shares of the Registrant’s Common Stock. The parties have taken the actions necessary to provide that the Exchange is treated as a “tax free exchange” under Section 351 of the Internal Revenue Code of 1986, as amended.

Additionally, on August 6, 2015, the Company amended its outstanding Common Stock Certificate of Incorporation to: (i) change its name to BioHiTech Global, Inc.; and (ii) amend the number of its authorized shares of capital stock from 200,000,000 shares to 30,000,000 consisting of (a) 20,000,000 shares were designated as Common Stock and (b) 10,000,000 shares were designated as blank check preferred stock.

GOING CONCERN

We have incurred losses since inception have net cash used from our operations through the year ended December 31, 2013. Further, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders.

These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management is planning to raise necessary additional funds through loans and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital or in further developing its operations

Liquidity and Capital Resources

We will require substantial additional financing in order to execute our business expansion and development plans and we may require additional financing in order to sustain substantial future business operations for an extended period of time. We currently do not have any firm arrangements for financing and we may not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible. If we are unable to obtain the necessary capital to pursue our strategic plan, we may have to reduce the planned future growth of our operations.

Off Balance Sheet Arrangements

As of August 6, 2015, there were no off balance sheet arrangements.

Basis of Presentation

The financial statements of the Company are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to the recoverability of deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Financial Instruments

The fair values of financial instruments which include cash and amounts due to related parties were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments.

The Company’s operations and financing activities are conducted primarily in United States dollars, and as a result the Company is not subject to significant exposure to market risks from changes in foreign currency rates. Management has determined that the Company is not exposed to significant credit risk.

Business Segments

The Company operates in one segment and therefore segment information is not presented.

Loss Per Share

The Company computes net loss per share in accordance with ASC 260 “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method.

In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. As of December 31, 2013, there are no dilutive potential common shares outstanding.

Income Taxes

The Company accounts for income under FASB accounting standards codification No. 740 income taxes. Under FASB accounting standards codification No. 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. The tax return for the period ended December 31, 2013 is subject to examination by the Internal Revenue Service.

Fair Value of Financial Instruments

The Company measures the fair value of its assets and liabilities under the guidance of ASC 820, Fair Value Measurements and Disclosures, which establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but its provisions apply to all other accounting pronouncements that require or permit fair value measurement. ASC 820 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820 requires the Company to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly such as quoted prices for similar assets or liabilities or market-corroborated inputs; and

Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions about how market participants would price the assets or liabilities. The valuation techniques that may be used to measure fair value are as follows:

A. Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

B. Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method.

C. Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

Product Development

Product development consists primarily of software engineering and design, metadata, information technology and costs associated with supporting consumer connected-device manufacturers in implementing our service in their products. We have incurred product development expenses primarily to develop and improve our system, website and the StationDigital app.

We account for our development costs in accordance with ASC 350-50-25 which sets forth the appropriate method of accounting for each of the five stages of website development. The costs incurred during the planning stage were expensed as incurred; the costs incurred for activities during the website application and infrastructure development stage were capitalized in accordance with ASC 350-40; costs incurred during the graphics development stage were capitalized for costs that were for the creation of initial graphics for the website, subsequent updates to the initial graphics were expensed as incurred, unless they provided additional functionality; costs incurred during the content development stage were expensed as incurred unless they were for the integration of a database with our website, which were capitalized; and generally, the costs incurred during the operating stage have been expensed as incurred.

Capitalized amounts are amortized over the useful life of the related application.

Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company will recognize revenue from advertising and online sales at the time services are rendered.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded net of an allowance for doubtful accounts. Our allowance for doubtful accounts will be based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with delinquent accounts. We also consider any changes to the financial condition of our customers and any other external market factors that could impact the collectability of our receivables in the determination of our allowance for doubtful accounts.

Property and Equipment

Property and equipment is recorded at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method based on the estimated useful lives of the assets, which is three years.

Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 201-09). ASU 201-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for fiscal years beginning after December 15, 2016 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on its financial statements and disclosures.

In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company will adopt the methodologies prescribed by ASU 2014-15 by the date required, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations.

In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest” (“ASU 2015-03”). ASU 2015-03 simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendments of ASU 2015-03. For public business entities, ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 31, 2015, and interim periods within those fiscal years. For all other entities, ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Early adoption is permitted for financial statements that have not been previously issued. The Company does not anticipate that the adoption of ASU 2015-03 will have a material effect on its financial position or results of operations

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

As disclosed in Item 2.01, in connection with the Merger, the Company issued an aggregate of 6,975,000 shares of its common stock to the interest holders of BioHiTech.

The Company relied on the exemption from federal registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, based on its belief that the issuance of such securities did not involve a public offering, as there were fewer than 35 “non-accredited” investors, all of whom, either alone or through a purchaser representative, had such knowledge and experience in financial and business matters so that each was capable of evaluating the risks of the investment.

ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.

The disclosures set forth in Item 2.01 are hereby incorporated by reference into this Item 5.01.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

The disclosures set forth in Item 2.01 are hereby incorporated by reference into this Item 5.02.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

The disclosures set forth in Item 2.01 are hereby incorporated by reference to this Item 5.03.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Exhibits

Number		Description
2.1		Agreement of Merger and Plan of Reorganization between Swift Start Corp., BioHiTech Global, Inc. and Bio Hi Tech America, LLC, dated August 6, 2015
3.1		Amended and Restated Certificate of Incorporation of BioHiTech Global, Inc.
3.2		By-laws*
3.3		Certificate of Formation of Bio Hi Tech America, LLC
3.4		Amended and Restated Operating Agreement of Bio Hi Tech America, LLC
99.1		Press Release, dated August 11, 2015

Incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 filed on November 7, 2013.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 11, 2015	BIOHITECH GLOBAL, INC.


	By:	/s/ Frank E. Celli
		Name: Frank E. Celli
		Title: Chief Executive Officer

Exhibit 2.1

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION

This Agreement of Merger and Plan of Reorganization (this “ Agreement ”) is entered into as of August 6, 2015 by and among SWIFT START CORP., a Delaware corporation (“ Swift ”), BIOHITECH GLOBAL, INC., a Delaware corporation (“ Acquisition ”), and BIO HI TECH AMERICA, LLC, a Delaware limited liability company (“ BioHiTech ”). Swift, Acquisition and BioHiTech are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”

WHEREAS , Swift is a Delaware corporation with 9,040,000 shares of common stock, par value $0.0001, issued and outstanding (the “ Swift Common Stock ”) and whose shares are quoted in certain over-the-counter stock markets under the symbol “SWFC.” At the Closing (herein defined) of the transactions contemplated by this Agreement, the officer(s), director(s) and principal shareholder(s) of Swift, will deliver 8,515,000 shares of Swift Common Stock for retirement and cancellation upon the books and records of Swift.

WHEREAS , Acquisition is a wholly-owned subsidiary of Swift.

WHEREAS , BioHiTech is a Delaware limited liability company with 450 Class A Units authorized and 76.42 Class A Units issued and outstanding and 50 Class B Units authorized and 25.61 Class B Units issued and outstanding (collectively, the “ BioHiTech Units ”).

WHEREAS , the Board of Directors and/or Managers of each of Swift, Acquisition, and BioHiTech have determined that it is fair to, and in the best interests of, their respective companies and equityholders for Acquisition to be merged with and into BioHiTech, with BioHiTech as the surviving entity (the “ Merger ”), upon the terms and subject to the conditions set forth herein.

WHEREAS , the Board of Directors and/or Managers of each of Swift, Acquisition and BioHiTech have approved the Merger in accordance with the General Corporation Law of the State of Delaware (the “ DGCL ”) and upon the terms and subject to the conditions set forth herein, and in the Delaware Certificate of Merger attached as Exhibit A hereto (the “ Certificate of Merger ”).

WHEREAS , the requisite holders of BioHiTech Units (the “ BioHiTech Holders ”) shall have approved this Agreement, the Certificate of Merger, and the transactions contemplated and described hereby and thereby, including, without limitation, the Merger and Swift, as the sole stockholder of Acquisition and the equityholders of Swift, will be asked to approve this Agreement, the Certificate of Merger, and the transactions contemplated and described hereby and thereby.

WHEREAS , the Board of Directors of Swift has approved the Amended and Restated Certificate of Incorporation of Swift (the “ Amendment ”) attached as Exhibit B hereto, to (i) decrease its authorized capital stock to 30,000,000 shares, of which 20,000,000 will be designated Common Stock and 10,000,000 will be designated blank check Preferred Stock and (ii) change the name of Swift to “BioHiTech Global, Inc.” The Amendment will be filed with the Secretary of State of Delaware after the Closing (as hereinafter defined) and as soon as practical after all regulatory requirements have been satisfied.

WHEREAS , the requisite stockholders of Swift have approved the Amendment and the transactions contemplated thereby.

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WHEREAS , the Parties hereto intend that the Merger contemplated herein shall generally qualify as a tax-free exchange within the meaning of Section 351 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

NOW, THEREFORE , in consideration of the mutual agreements and covenants hereinafter set forth, the parties agree as follows:

ARTICLE I
PLAN OF MERGER

1.1. Merger . Subject to the terms and conditions of this Agreement and the Certificate of Merger, Acquisition shall be merged with and into BioHiTech in accordance with the provisions of the DGCL. At the Effective Time (as hereinafter defined), the separate legal existence of Acquisition shall cease and BioHiTech shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “ Surviving Company ”) and shall continue its existence under the laws of the Delaware.

1.2. Effective Time . The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the Delaware. The time at which the Merger shall become effective as aforesaid is referred to hereinafter as the “ Effective Time .” Immediately following the filing of the Certificate of Merger, Swift shall file the Amendment with the Secretary of State of the State of Delaware.

1.3. Closing . The closing of the Merger (the “ Closing ”) shall occur on the date hereof, simultaneously with the Parties’ execution of this Agreement (the “ Closing Date ”). The Closing shall occur at the offices of Kane Kessler, PC, 1350 Avenue of the Americas, New York, New York 10019, or remotely, if the parties so choose, according to Section 1.10 . At the Closing, all of the documents, certificates, agreements, and instruments referenced in Section 1.10 will be executed and delivered as described therein. At the Effective Time, all actions to be taken at the Closing shall be deemed to be taken simultaneously.

1.4. Certificate of Formation, Limited Liability Company Agreement, Directors and Officers .

(a) The Certificate of Formation of BioHiTech, as in effect immediately prior to the Effective Time, attached as Exhibit C hereto, shall be the Certificate of Formation of the Surviving Company from and after the Effective Time until amended in accordance with applicable law and such Certificate of Formation.

(b) The Limited Liability Company Agreement of BioHiTech, as in effect immediately prior to the Effective Time, which shall be amended and restated in the form attached as Exhibit D hereto, shall be the Limited Liability Company Agreement of the Surviving Company from and after the Effective Time until amended in accordance with applicable law, the Certificate of Formation of the Surviving Company, and such Limited Liability Company Agreement.

(c) The directors and officers listed in Exhibit E hereto shall comprise the managers, directors, and officers of the Surviving Company and Swift, and each shall hold their respective office or offices from and after the Effective Time until a successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Formation or Limited Liability Company Agreement of the Surviving Company or the Certificate of Incorporation or Bylaws of Swift, as the case may be.

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1.5. Assets and Liabilities . At the Effective Time, the Surviving Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition and BioHiTech (collectively, the “ Constituent Companies ”); and all the rights, privileges, powers and franchises of each of the Constituent Companies, and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, as well as all other things in action or belonging to each of the Constituent Companies, shall be vested in the Surviving Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Company as they were of the several and respective Constituent Companies, and the title to any real estate vested by deed or otherwise in either of such Constituent Companies shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies shall thenceforth attach to the Surviving Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

1.6. Manner and Basis of Converting Equity . At the Effective Time:

(a) all of the shares of common stock, $0.0001 par value, of Acquisition, outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such proportionate share of the BioHiTech Units, so that at the Effective Time, Swift shall be the holder of all of the issued and outstanding BioHiTech Units; and

(b) all of the BioHiTech Units beneficially owned by the BioHiTech Holders listed on Exhibit F attached hereto shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive an aggregate of 6,975,000 shares of Swift Common Stock as set forth on Exhibit F .

1.7. Surrender and Exchange of Certificates . Promptly after the Effective Time and upon surrender of a certificate or certificates representing shares of BioHiTech Units that were outstanding immediately prior to the Effective Time or an affidavit and indemnification in form reasonably acceptable to counsel for Swift stating that such BioHiTech Holders has lost his certificate or certificates or that such have been destroyed, Swift shall issue to each BioHiTech Holders surrendering such certificate(s) or affidavit, a certificate or certificates registered in the name of such BioHiTech Holders representing the number of shares of Swift Common Stock that such BioHiTech Holders shall be entitled to receive as set forth in Section 1.6(b) . Until the certificate(s) is or are surrendered, each certificate(s) that immediately prior to the Effective Time represented any outstanding shares of BioHiTech Units shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid the number of shares of Swift Common Stock as specified in Section 1.6(b) for the holder thereof or to perfect any rights of appraisal that such holder may have pursuant to the applicable provisions of the DGCL.

1.8. Swift Common Stock . Swift agrees that it will cause the Swift Common Stock into which the BioHiTech Units is converted at the Effective Time pursuant to Section 1.6(b) to be available for such purposes. Swift further covenants that, immediately following issuance of the Merger Shares, Swift will effect the cancellation of 8,515,000 shares of Swift Common Stock surrendered by certain officers, directors and shareholders, and giving effect to such cancellation, there will be no more than 525,000 shares of Swift Common Stock issued and outstanding, and that no other common or preferred stock or equity securities or any options, warrants, rights or other agreements or instruments convertible, exchangeable or exercisable into common or preferred stock or other equity securities shall be issued or outstanding.

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1.9. Operation of Surviving Company . BioHiTech acknowledges that upon the effectiveness of the Merger, and the compliance by Swift and Acquisition with their respective duties and obligations hereunder, Swift shall have the absolute and unqualified right to deal with the assets and business of the Surviving Company as its own property subject only to the limitations on the disposition or use of such assets or the conduct of such business as existed prior to the Merger.

1.10. Closing Events . On the date hereof, each of the respective parties shall execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered) any and all officers’ certificates, opinions, financial statements, agreements, resolutions, rulings, or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with the documents and certificates contemplated by Articles V and VI , and such other items as may be reasonably requested by the parties and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby. If agreed to by the parties, the Closing may take place through the exchange of documents (other than the exchange of stock certificates) by fax, email and/or express courier.

1.11. Exemption From Registration . Swift and BioHiTech intend that the shares of Swift Common Stock to be issued pursuant to the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (“ Securities Act ”) and from the qualification and registration requirements of any applicable state “Blue Sky” or securities laws.

ARTICLE II
REPRESENTATIONS, COVENANTS, AND
WARRANTIES OF BIOHITECH

BioHiTech represents and warrants to Swift that the following representations and warranties in this Article II are true and complete as of the date hereof (or in the case of representations and warranties that by their terms speak as of a specified date, as of such specified date), subject to the exceptions disclosed in the disclosure schedules attached hereto (the “ Schedules ”) (referencing the appropriate section and subsection numbers of this Agreement; provided , however , that the information set forth in one section or subsection of the Schedules shall be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent on the face of such disclosure), which exceptions shall be deemed to be part of, and qualifications to, the representations and warranties contained in this Article II . For purposes of this Article II , the phrase “to the knowledge of BioHiTech” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers of BioHiTech immediately before the Closing.

2.1. Organization . BioHiTech is a limited liability company duly organized, validly existing, and in good standing under the laws of the Delaware. BioHiTech has the power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business in jurisdictions in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a BioHiTech Material Adverse Effect (as hereinafter defined). The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of BioHiTech’s organizational documents. BioHiTech has taken all action required by laws, its organizational documents, certificate of business registration, or otherwise to authorize the execution and delivery of this Agreement. BioHiTech has full power, authority, and legal right and has taken or will take all action required by law, its organizational, and otherwise to consummate the transactions herein contemplated. For purposes of this Agreement, “ BioHiTech Material Adverse Effect ” means a material adverse effect on the assets, business, condition (financial or otherwise) or results of operations of BioHiTech or its subsidiaries taken as a whole.

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2.2. Capitalization . The authorized membership interests of BioHiTech consist of 450 Class A Units and 50 Class B Units. As of the date of this Agreement, 76.42 Class A Units and 25.61 Class B Units are issued and outstanding, except as set forth on Schedule 2.2 hereto, no other class of equity or right to acquire BioHiTech Units are issued or outstanding, and no BioHiTech Units are held in the treasury of BioHiTech. All of the issued and outstanding BioHiTech Units are duly authorized, validly issued, and fully paid, nonassessable and free of all pre-emptive rights. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to BioHiTech. Except as set forth on Schedule 2.2 hereto, there are no agreements to which the BioHiTech is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of BioHiTech. To the knowledge of BioHiTech, there are no agreements among other parties to which BioHiTech is a party and by which it is bound with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of BioHiTech. All of the issued and outstanding BioHiTech Units were issued in compliance with applicable federal and state securities laws.

2.3. Financial Statements .

(a) BioHiTech has filed all income tax returns required to be filed by it from its inception to the date hereof. All such returns are complete and accurate in all material respects.

(b) BioHiTech has no liabilities with respect to the payment of federal, county, local, or other taxes (including any deficiencies, interest, or penalties), except for taxes accrued but not yet due and payable, for which BioHiTech may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity.

(c) No deficiency for any taxes has been proposed, asserted or assessed against BioHiTech. There has been no tax audit, nor has there been any notice to BioHiTech by any taxing authority regarding any such tax audit, or, to the knowledge of BioHiTech, is any such tax audit threatened with regard to any taxes or BioHiTech tax returns. BioHiTech does not expect the assessment of any additional taxes of BioHiTech for any period prior to the date hereof and has no knowledge of any unresolved questions concerning the liability for taxes of BioHiTech.

(d) BioHiTech shall have provided to Swift the audited balance sheets of BioHiTech as of, and the audited statements of income, shareholders’ equity and cash flows of BioHiTech for the years ended December 31, 2014 and 2013 (the “BioHiTech Balance Sheet Date”), (the “BioHiTech Financial Statements”). The BioHiTech Financial Statements have been prepared from the books and records of BioHiTech in accordance with Generally Accepted Accounting Principles (“ GAAP ”) applied on a consistent basis throughout the periods covered thereby, fairly present the financial condition, results of operations and cash flows of BioHiTech as of the respective dates thereof and for the periods referred to therein, with regard to the BioHiTech’s Financial Statements, such financial statements comply, in all material respects, as appropriate, as to form with the applicable rules and regulations of the Securities and Exchange Commission (the “ SEC ”) for inclusion of such BioHiTech Financial Statements in the Swift filings with the SEC as required by the Exchange Act, and are consistent with the books and records of BioHiTech, except as provided in the notes thereto.

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(e) The books and records, financial and otherwise, of BioHiTech are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

2.4. Disclosure . No representation or warranty by BioHiTech contained in this Agreement or in any of the agreements or other documents executed pursuant to this Agreement, and no statement contained in any document, certificate or other instrument delivered or to be delivered by or on behalf of BioHiTech pursuant to this Agreement or therein, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading. BioHiTech has disclosed to Swift all material information relating to the business of BioHiTech or the transactions contemplated by this Agreement.

2.5. Undisclosed Liabilities . BioHiTech has no material liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown in the BioHiTech Financial Statements referred to in Section 2.3 , (b) liabilities which have arisen since the date of the BioHiTech Financial Statements in the Ordinary Course of Business (as hereinafter defined) and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet. As used in this Article II, “ Ordinary Course of Business ” means the ordinary course of BioHiTech’s business, consistent with past custom and practice (including with respect to frequency and amount).

2.6. Absence of Certain Changes or Events . Except as set forth in this Agreement, Schedule 2.6 hereto or in the BioHiTech Financial Statements, since the date of the latest balance sheet included in the BioHiTech Financial Statements:

(a) except in the Ordinary Course of Business, there has not been (i) any material adverse change in the business, operations, properties, assets, or condition of BioHiTech; or (ii) any damage, destruction, or loss to BioHiTech (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of BioHiTech; and

(b) BioHiTech has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) not otherwise in the Ordinary Course of Business; (ii) paid any material obligation or liability not otherwise in the Ordinary Course of Business (absolute or contingent) other than current liabilities reflected in or shown on the most recent BioHiTech balance sheet, and current liabilities incurred since that date in the Ordinary Course of Business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights not otherwise in the Ordinary Course of Business; (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party not otherwise in the Ordinary Course of Business if such amendment or termination is material, considering the business of BioHiTech; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock).

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2.7. Litigation and Proceedings . There are no actions, suits, proceedings, or investigations pending or, to the knowledge of BioHiTech, threatened by or against BioHiTech, or affecting BioHiTech, or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.

2.8. No Conflict With Other Instruments . The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which BioHiTech is a party or to which any of its properties or operations are subject.

2.9. Contracts . BioHiTech has provided, or will provide Swift, copies of all material contracts, agreements, franchises, license agreements, or other commitments to which BioHiTech is a party or by which it or any of its assets, products, technology, or properties are bound.

2.10. Compliance With Laws and Regulations . BioHiTech has complied with all applicable statutes and regulations of any federal, state, county, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of BioHiTech.

2.11. Approval of Agreement . The board of managers of BioHiTech (the “ BioHiTech Board ”) and the holders of a majority of BioHiTech Units will have authorized the execution and delivery of this Agreement by BioHiTech and will have approved the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by BioHiTech and constitutes a valid and binding obligation of BioHiTech, enforceable against BioHiTech in accordance with its terms.

2.12. Title and Related Matters . BioHiTech has good and marketable title to all of its properties, interest in properties, and assets, real and personal, which are reflected in the BioHiTech Financial Statements or acquired after the date of such BioHiTech Financial Statements (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the Ordinary Course of Business), free and clear of all liens, pledges, charges, or encumbrances except statutory liens or claims not yet delinquent, those set forth in the BioHiTech Financial Statements, those arising in the Ordinary Course of Business, and those disclosed in Schedule 2.12 hereto.

2.13. Governmental Authorizations . BioHiTech has all licenses, franchises, permits, and other government authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by BioHiTech of this Agreement and the consummation by BioHiTech of the transactions contemplated hereby.

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2.14. Continuity of Business Enterprises . BioHiTech has no commitment or present intention to liquidate BioHiTech or sell or otherwise dispose of a material portion of its business or assets following the consummation of the transactions contemplated hereby.

2.15. BioHiTech Holders . The BioHiTech Holders are the legal and beneficial owners of one hundred percent (100%) of the BioHiTech Units and the BioHiTech Holders have full right, power, and authority to transfer, assign, convey, and deliver their respective BioHiTech Units; and delivery of such BioHiTech Units hereunder will convey to Swift good and marketable title to such BioHiTech Units free and clear of any claims, charges, equities, liens, security interests, and encumbrances except for any such claims, charges, equities, liens, security interests, and encumbrances arising out of such BioHiTech Units being held by Swift.

2.16. No Brokers . Except as set forth on Schedule 2.16 hereto, BioHiTech has not entered into any contract with any person, firm or other entity that would obligate BioHiTech or Swift to pay any commission, brokerage or finders’ fee in connection with the transactions contemplated hereby.

2.17. Subsidiaries . BioHiTech has no subsidiaries.

2.18. Intellectual Property . BioHiTech owns or has the right to use all Intellectual Property (as hereinafter defined) necessary (a) to use, manufacture, market and distribute the products manufactured, marketed, sold or licensed, and to provide the services provided, by BioHiTech to other parties (together, the “ Customer Deliverables ”) and (b) to operate the internal systems of BioHiTech that are material to its business or operations, including, without limitation, computer hardware systems, software applications and embedded systems (the “ Internal Systems ”). The Intellectual Property owned by or licensed to BioHiTech and incorporated in or underlying the Customer Deliverables or the Internal Systems is referred to herein as the “ BioHiTech Intellectual Property ”). Each item of BioHiTech Intellectual Property will be owned or available for use by Swift immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing. BioHiTech has taken all reasonable measures to protect the proprietary nature of each item of BioHiTech Intellectual Property. To the knowledge of BioHiTech, (i) no other person or entity has any rights to any of BioHiTech Intellectual Property owned by BioHiTech except pursuant to agreements or licenses entered into by BioHiTech and such person in the ordinary course, and (ii) no other person or entity is infringing, violating or misappropriating any of BioHiTech Intellectual Property. For purposes of this Agreement, “ Intellectual Property ” means all patents and patent applications, copyrights and registrations thereof, computer software, data and documentation, trade secrets and confidential business information, whether patentable or unpatentable and whether or not reduced to practice, know-how, manufacturing and production processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, trademarks, service marks, trade names, domain names and applications and registrations therefor, and other proprietary rights relating to any of the foregoing.

2.19. Certain Business Relationships With Affiliates . Except as set forth in Schedule 2.19 hereto, or as contemplated by employment agreements, consulting agreements and the agreements contemplated by the transactions contemplated by this Agreement, no affiliate of BioHiTech (a) owns any property or right, tangible or intangible, which is used in the business of BioHiTech, (b) has any claim or cause of action against BioHiTech, or (c) owes any money to, or is owed any money by, BioHiTech.

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ARTICLE III
REPRESENTATIONS, COVENANTS, AND
WARRANTIES OF SWIFT AND ACQUISITION

Swift and Acquisition represent and warrant to BioHiTech that the following representations and warranties in this Article III are true and complete as of the date hereof (or in the case of representations and warranties that by their terms speak as of a specified date, as of such specified date), subject to the exceptions disclosed in the disclosure schedules attached hereto (the “ Schedules ”) (referencing the appropriate section and subsection numbers of this Agreement; provided , however , that the information set forth in one section or subsection of the Schedules shall be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent on the face of such disclosure), which exceptions shall be deemed to be part of, and qualifications to, the representations and warranties contained in this Article III . For purposes of this Article III , the phrase “to the knowledge of BioHiTech” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers of BioHiTech immediately before the Closing. For purposes of this Article III , the phrase “to the knowledge of Swift,” “to the knowledge of Acquisition,” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers of Swift or Acquisition, as applicable, immediately before the Closing.

3.1. Organization .

(a) Swift is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the Swift Reports (as hereinafter defined) are complete and correct copies of the Certificate of Incorporation and bylaws of Swift, and all amendments thereto, as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Swift’s Certificate of Incorporation or bylaws. Swift has taken all action required by law, its Certificate of Incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and Swift has full power, authority, and legal right and has taken all action required by law, its Certificate of Incorporation, bylaws, or otherwise to consummate the transactions contemplated hereby.

(b) Acquisition is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Attached hereto as Exhibits H and I , respectively, are complete and correct copies of the Certificate of Incorporation and bylaws of Acquisition, and all amendments thereto, as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Acquisition’s Certificate of Incorporation or bylaws. Acquisition has taken all action required by law, its Certificate of Incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and Acquisition has full power, authority, and legal right and has taken all action required by law, its Certificate of Incorporation, bylaws, or otherwise to consummate the transactions contemplated hereby.

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3.2. Capitalization .

(a) The authorized capital stock of Swift consists of 200,000,000 shares of Swift Common Stock. After giving effect to the Amendment, the authorized capital stock of Swift shall be 30,000,000 shares of which 20,000,000 shares will be designated Swift Common Stock and 10,000,000 shares will be designated blank check preferred stock. Immediately before the date hereof and prior to giving effect to the surrender and subsequent cancellation of 8,515,000 shares of Swift Common Stock, there are 9,040,000 shares of Swift Common Stock issued and outstanding. Immediately following the Closing, there shall be 7,500,000 shares of Swift Common Stock issued and outstanding, and no shares of preferred stock issued and outstanding. All of the issued and outstanding shares of Swift Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of all pre-emptive rights. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which Swift is a party or which are binding upon Swift providing for the issuance or redemption of any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Swift. There are no agreements to which Swift is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of Swift. To the knowledge of Swift, there are no agreements among other parties to which Swift is a party and by which it is bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of Swift. All of the issued and outstanding shares of Swift Common Stock were issued in compliance with applicable federal and state securities laws. The Shares of Swift Common Stock to be issued at the Closing pursuant this Agreement, when issued and delivered in accordance with the terms hereof, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights.

(b) The authorized capital stock of Acquisition will consist of 5,000,000 shares of common stock, par value $0.0001 per share, of which 1,000 shares will be issued and outstanding. All of the issued and outstanding shares of common stock of Acquisition are owned by Swift. All the issued and outstanding shares of common stock of Acquisition are duly authorized, validly issued, fully paid, nonassessable and free of all pre-emptive rights. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which Acquisition is a party or which are binding upon Acquisition providing for the issuance or redemption of any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Acquisition. There are no agreements to which Acquisition is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of Acquisition.

(c) Acquisition is a wholly-owned subsidiary of Swift that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and have not conducted any business or acquired any property prior to the date hereof.

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(d) The 6,975,000 shares of Swift Common Stock to be issued hereunder pursuant to Section 1.6 (the “ Merger Shares ”), when issued and delivered in accordance with the terms of this Agreement, shall be duly and validly issued, fully aid and non-assessable.

3.3. Financial Statements . The audited financial statements and unaudited interim financial statements of the Swift included in the Swift Reports (collectively, the “ Swift Financial Statements ”) (a) complied as to form in all material respects with applicable accounting requirements and, as appropriate, the published rules and regulations of the SEC with respect thereto when filed, (b) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (c) fairly present the consolidated financial condition, results of operations and cash flows of the Swift as of the respective dates thereof and for the periods referred to therein, and (d) are consistent with the books and records of Swift.

3.4. Securities Act and Exchange Act Filings . Swift has furnished or made available to BioHiTech complete and accurate copies, as amended or supplemented, of its (a) effective Registration Statement on Form S-1, as amended, which contains audited financial statements for the period March 20, 2013 (inception) through September 30, 2013 as filed with the SEC (SEC File No. 333-192151), (b) Annual Report on Form 10-K for the fiscal years ended December 31, 2013 and 2014, each of which contains audited financial statements as of and for the periods then ended, and (c) all other reports filed by Swift under Section 13 or 15(d) of the Exchange Act and all proxy or information statements filed by Swift under subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since March 20, 2013 (such documents are collectively referred to herein as the “ Swift Reports ”). The Swift Reports constitute all of the documents required to be filed by Swift under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC from November 7, 2013 through the date of this Agreement. The Swift Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. Each Swift Report filed under the Exchange Act was filed on or before its due date (if any) or within the applicable extension period provided under the Exchange Act. As of their respective dates, Swift Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.5. Undisclosed Liabilities . Except as set forth in the Swift Financial Statements, neither Swift nor any Subsidiary has any material liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the Swift Reports, (d) liabilities which have arisen since the date of the Swift Reports in the Ordinary Course of Business (as hereinafter defined) and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet. As used in this Article III, “ Ordinary Course of Business ” means the ordinary course of Swift’s business, consistent with past custom and practice (including with respect to frequency and amount).

3.6. Absence of Certain Changes or Events . Except as set forth in this Agreement, Schedule 3.6 hereto or in the Swift Reports, since the date of the latest balance sheet included in the Swift Reports:

(a) there has not been any material adverse change, financial or otherwise, in the business, operations, properties, assets, or condition of Swift or Acquisition (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of Swift or Acquisition;

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(b) none of Swift or Acquisition has (i) amended its Certificate of Incorporation or bylaws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of Swift or Acquisition; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees;

(c) neither Swift nor Acquisition has (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the Ordinary Course of Business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Swift Reports and current liabilities incurred since that date in the Ordinary Course of Business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $25,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $25,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of Swift or Acquisition; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement;

(d) to the knowledge of Swift, it has not become subject to any statute or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of Swift; and

(e) to the knowledge of Acquisition, it has not become subject to any statute or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of Acquisition.

3.7. Title and Related Matters . Swift has good and marketable title to all of its properties, interest in properties, and assets, real and personal, which are reflected in the Swift Reports or acquired after that date (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the Ordinary Course of Business), free and clear of all liens, pledges, charges, or encumbrances except:

(a) statutory liens or claims not yet delinquent;

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(b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and

(c) as described in the Swift Reports.

3.8. Litigation and Proceedings . There are no actions, suits, or proceedings pending or, to the knowledge of Swift, threatened by or against or affecting Swift, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind except as specifically disclosed in the Swift Reports.

3.9. Contracts . Swift is not a party to any material contract, agreement, or other commitment, except as specifically disclosed in the Swift Reports.

3.10. No Conflict With Other Instruments . The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute a default under, any indenture, mortgage, deed of trust, or other material agreement or instrument to which Swift is a party or to which it or any of its assets or operations are subject.

3.11. Governmental Authorizations . Swift is not required to have any licenses, franchises, permits, and other government authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Swift of this Agreement and the consummation by Swift of the transactions contemplated hereby.

3.12. Compliance With Laws and Regulations . Except as disclosed in the Swift Reports, Swift:

(a) is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any governmental entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Swift Material Adverse Effect (as hereinafter defined);

(b) has complied with all federal and state securities laws and regulations, including being current in all of its reporting obligations under such federal and state securities laws and regulations;

(c) has not, and the past and present officers, directors and affiliates of Swift have not, been the subject of, nor does any officer or director of Swift have any reason to believe that Swift or any of its officers, directors or affiliates will be the subject of, any civil or criminal proceeding or investigation by any federal or state agency alleging a violation of securities laws;

(d) has not been the subject of any voluntary or involuntary bankruptcy proceeding, nor has it been a party to any material litigation;

(e) has not, and the past and present officers, directors and affiliates have not, been the subject of, nor does any officer or director of Swift have any reason to believe that Swift or any of its officers, directors or affiliates will be the subject of, any civil, criminal or administrative investigation or proceeding brought by any federal or state agency having regulatory authority over such entity or person;

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(f) does not have any liabilities, contingent or otherwise and is not a party to any executory agreements;

(g) is not a “blank check company” as such term is defined by Rule 419 adopted under the Securities Act; and

(h) is not a “shell company” as such term is defined by Rule 12b-2 adopted under the Exchange Act.

For purposes of this Agreement, “ Swift Material Adverse Effect ” means a material adverse effect on the assets, business, condition (financial or otherwise) or results of operations of Swift or its subsidiaries taken as a whole.

3.13. Insurance . Swift owns no insurable properties and carries no casualty or liability insurance.

3.14. Approval of Agreement . The shareholders and the board of directors of Swift (the “ Swift Board ”) have authorized the execution and delivery of this Agreement by Swift and has approved this Agreement and the transactions contemplated hereby.

3.15. Material Transactions With Affiliates . Except as disclosed herein and in the Swift Reports, there exists no material contract, agreement, or arrangement between Swift and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record or known by Swift to own beneficially any common stock of Swift and which is to be performed in whole or in part after the date hereof or was entered into not more than three (3) years prior to the date hereof. Neither any officer, director, nor ten percent (10%) stockholder of Swift has, or has had during the last preceding full fiscal year, any known interest in any material transaction with Swift which was material to the business of Swift. Swift has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other material transaction with any such affiliated person.

3.16. Employment Matters . Swift has no employees other than its executive officers.

3.17. No Brokers . Swift has not entered into any contract with any person, firm or other entity that would obligate BioHiTech or Swift to pay any commission, brokerage or finders’ fee in connection with the transactions contemplated herein.

3.18. Subsidiaries . Swift has no subsidiaries, other than Acquisition.

3.19. Disclosure . No representation or warranty by Swift contained in this Agreement, and no statement contained in any document, certificate or other instrument delivered or to be delivered by or on behalf of Swift pursuant to this Agreement or therein, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading. Swift has disclosed to BioHiTech all material information relating to the business of Swift or the transactions contemplated by this Agreement.

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3.20. Accountants . From inception through the date hereof, Weinberg & Baer LLC have served as Swift’s independent accountants (the “ Accountant ”). Throughout the periods covered by the Swift Financial Statements the Accountant was (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act of 2002), (b) “independent” with respect to Swift within the meaning of Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Other than with respect to expressing an opinion as to the uncertainty of Swift continuing as a going concern, the report of the Accountant on the Financial Statements did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified as to uncertainty, audit scope, or accounting principles. During Swift’s most recent fiscal year and the subsequent interim periods, there were no disagreements with either Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures. None of the reportable events listed in Item 304(a)(1)(iv) of Regulation S-K occurred with respect to the Accountant.

ARTICLE IV
SPECIAL COVENANTS

4.1. Current Report . In connection with this Agreement, the parties shall file a current report on Form 8-K relating to this Agreement and the transactions contemplated hereby (the “ Current Report ”). Each of BioHiTech and Swift shall cause the Current Report to be filed with the SEC no later than four (4) business days of the date hereof and to otherwise comply with all requirements of applicable federal and state securities laws including the filing of an additional Form 8-K to include audited financial statements if the Current Report is filed without such audited financial statements.

4.2. Additional Representations, Warranties and Covenants of the BioHiTech Holders . Promptly after the Effective Time, Swift shall cause to be mailed to each holder of record of BioHiTech Units that was converted pursuant to Section 1.6(b) hereof into the right to receive Swift Common Stock a letter of transmittal (“ Letter of Transmittal ”) that shall contain additional representations, warranties and covenants of such BioHiTech Holders (each, a “BioHiTech Holder”), including without limitation, that (a) such BioHiTech Holder has full right, power and authority to deliver such BioHiTech Units and Letter of Transmittal, (b) the delivery of such BioHiTech Units will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such BioHiTech Holder is bound or affected, (c) such BioHiTech Holder has good, valid and marketable title to all shares of BioHiTech Units indicated in such Letter of Transmittal and that such BioHiTech Holder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such BioHiTech Units, (d) whether such BioHiTech Holder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such BioHiTech Holder is acquiring Swift Common Stock for investment purposes and not with a view to selling or otherwise distributing such Swift Common Stock in violation of the Securities Act or the securities laws of any state, and (e) such BioHiTech Holder has had an opportunity to ask and receive answers to any questions such BioHiTech Holder may have had concerning the terms and conditions of the Merger and the Swift Common Stock and has obtained any additional information that such BioHiTech Holder has requested. Delivery shall be effected, and risk of loss and title to the BioHiTech Units shall pass, only upon delivery to Swift (or an agent of Swift) of (x) certificates evidencing ownership thereof as contemplated by Section 1.7 hereof (or an affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Section 4.2 .

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4.3. Actions of Acquisition Stockholder . Prior to the date hereof, Swift shall cause and demonstrate to BioHiTech the following actions have been taken by the written consent of Swift, the holder of all of the outstanding shares of common stock of Acquisition:

(a) the approval of this Agreement and the transactions contemplated hereby; and

(b) such other actions as BioHiTech may determine are necessary or appropriate.

4.4. Actions of BioHiTech . Prior to the date hereof, BioHiTech shall cause and demonstrate to Swift the following actions have been taken by the written consent of the holders of a majority of the outstanding BioHiTech Units:

(a) the approval of this Agreement and the transactions contemplated hereby; and

(b) such other actions as Swift may determine are necessary or appropriate.

4.5. Access to Properties and Records . Swift and BioHiTech will each afford to the officers and authorized representatives of the other reasonable access to the properties, books, and records of Swift or BioHiTech in order that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of Swift or BioHiTech as the other shall from time to time reasonably request.

4.6. Delivery of Books and Records . At the Closing, Swift shall deliver to BioHiTech, Swift’s and Acquisition’s corporate minute books, books of account, contracts, records, and all other books or documents.

4.7. Indemnification .

(a) Indemnification by BioHiTech . BioHiTech hereby agrees to defend and indemnify Swift and each of the officers, agents and directors of Swift as of the date of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in Article II . The indemnification provided for in this Section 4.7(a) shall survive the Closing and consummation of the transactions contemplated hereby for a period of six (6) months from the date hereof.

(b) Indemnification by Swift . Swift hereby agrees to defend and indemnify BioHiTech and each of the officers, agents and directors of BioHiTech as of the date of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in Article III . The indemnification provided for in this Section 4.7(b) shall survive the Closing and consummation of the transactions contemplated hereby for a period of six (6) months from the date hereof.

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4.8. Plan of Reorganization . This Agreement is intended to generally constitute a “tax-free exchange” within the meaning of Section 351 of the Code. From and after the date of this Agreement, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from generally qualifying as a tax-free exchange under the provisions of Section 351 of the Code.

4.9. BioHiTech Incentive Plan . The Board of Directors and stockholders of Swift shall have adopted the 2015 Incentive Plan in form and substance acceptable to BioHiTech permitting the issuance of up to 750,000 shares of Swift Common Stock.

ARTICLE V
COVENANTS AND DELIVERIES FOR THE BENEFIT OF
SWIFT AND ACQUISITION

Each of the following that is a covenant or task to be completed for the benefit of Swift and Acquisition shall have either been fulfilled or waived by Swift and Acquisition, and each of the following that is a delivery to Swift and Acquisition shall be made prior to the date hereof:

5.1. Officer’s Certificates . Swift shall have been furnished with a certificate signed by a duly authorized officer of BioHiTech to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of BioHiTech threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in a disclosure schedule, by or against BioHiTech which might result in any material adverse change in any of the assets, properties, business, or operations of BioHiTech.

5.2. Other Items .

(a) Swift shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as Swift may reasonably request.

(b) Swift shall have conducted a complete and satisfactory due diligence review of BioHiTech.

(c) The transactions contemplated by this Agreement shall have been approved by the BioHiTech Board and the BioHiTech Holders.

(d) Any necessary third-party consents shall have been obtained, including but not limited to consents necessary from BioHiTech’s lenders, creditors, vendors and lessors.

5.3. Lock-Up Agreements . Each of the officers and directors of BioHiTech, as well as any BioHiTech Holder holding more than ten percent (10%) of the Merger Shares identified on Exhibit F , shall have executed a Lock-Up Agreement, the form of which is attached hereto as Exhibit J .

5.4. Delivery of Financial Statements . BioHiTech shall deliver the BioHiTech Financial Statements required in Section 2.3(d) within sixty (60) days from the date hereof.

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ARTICLE VI
COVENANTS AND DELIVERIES FOR THE BENEFIT OF BIOHITECH

Each of the following that is a covenant or task to be completed for the benefit of BioHiTech shall have either been fulfilled or waived by BioHiTech and each of the following that is a delivery to BioHiTech shall have been made prior to the date hereof:

6.1. Officer’s Certificate . BioHiTech shall have been furnished with a certificate signed by a duly authorized executive officer of Swift to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of Swift threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement.

6.2. Good Standing . BioHiTech shall have received certificates of good standing from the Secretary of State of the Delaware or other appropriate office, dated as of a date within five (5) days prior to the date hereof certifying that Swift and Acquisition are in good standing as corporations in the Delaware and have filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.

6.3. Other Items .

(a) BioHiTech shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as BioHiTech may reasonably request.

(b) BioHiTech shall have conducted a complete and satisfactory due diligence review of Swift.

(c) The transactions contemplated by this Agreement shall have been approved by the board of directors of Swift and Acquisition.

(d) Any necessary third-party consents shall be obtained prior to Closing, including but not limited to consents necessary from BioHiTech’s lenders, creditors, vendors and lessors.

(e) There shall have been no material adverse changes in Swift or Acquisition, financial or otherwise since the date of the most recent quarterly report on Form 10-Q filed by Swift with the SEC.

(f) There shall be no Swift Common Stock Equivalents outstanding as of immediately prior to the Closing. For purposes of the foregoing, “Swift Common Stock Equivalents” means any subscriptions, warrants, options or other rights or commitments of any character to subscribe for or purchase from Swift, or obligating Swift to issue, any shares of any class of the capital stock of Swift or any securities convertible into or exchangeable for such shares.

(g) Any necessary third-party consents shall be obtained prior to Closing, including but not limited to consents necessary from Swift’s lenders, creditors, vendors, and lessors.

(h) Swift shall have filed, and the SEC shall have accepted for filing, a Registration Statement on Form 8-A to register the Swift Common Stock pursuant in Section 12(b) of the Exchange Act and such registration shall have become effective in accordance with General Instruction A(c) of Form 8-A.

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(i) The parties shall have prepared and agreed upon the content of Form 8-K to be filed pursuant to Section 4.1 hereof.

(j) Swift shall have reimbursed BioHiTech up to $100,000 in expenses incurred in connection with the transactions contemplated in this Agreement.

ARTICLE VII

Intentionally omitted.

ARTICLE VIII
MISCELLANEOUS

8.1. Governing Law . This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to matters of state law, with the laws of Delaware. Any dispute arising under or in any way related to this Agreement will be determined exclusively in the Federal or State Courts, for the County of New York, State of New York.

8.2. Notices . Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed, or telegraphed.

8.3. Attorney’s Fees . In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

8.4. Confidentiality . Swift, on the one hand, and BioHiTech, on the other hand, will keep confidential all information and materials regarding the other party designated by such party as confidential. The provisions of this Section 8.4 shall not apply to any information which is or shall become part of the public domain through no fault of the party subject to the obligation from a third party with a right to disclose such information free of obligation of confidentiality. Swift and BioHiTech agree that no public disclosure will be made by either party of the existence of the transactions contemplated by this Agreement or any of its terms without first advising the other party and obtaining its prior written consent to the proposed disclosure, unless such disclosure is required by law, regulation or stock exchange rule.

8.5. Expenses . Except as otherwise set forth herein, each party shall bear its own costs and expenses associated with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, all costs and expenses incurred by BioHiTech, Acquisition and Swift after the Closing shall be borne by Swift. After the Closing, the costs and expenses of the BioHiTech Holders shall be borne by Swift.

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8.6. Schedules; Knowledge . Each party is presumed to have full knowledge of all information set forth in the other party’s schedules delivered pursuant to this Agreement.

8.7. Third Party Beneficiaries . This contract is solely between Swift, Acquisition and BioHiTech and, except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor, or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

8.8. Entire Agreement . This Agreement represents the entire agreement between the parties relating to the transaction. There are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth herein.

8.9. Survival . The representations and warranties of the respective parties shall survive the Closing and the consummation of the transactions contemplated hereby for a period of six (6) months from the date hereof.

8.10. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

8.11. Amendment or Waiver . Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.

8.12. Press Releases and Announcements . No party shall issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other parties; provided, however, that any party may make any public disclosure it believes in good faith is required by applicable law, regulation or stock market rule (in which case the disclosing party shall use reasonable efforts to advise the other parties and provide them with a copy of the proposed disclosure prior to making the disclosure).

(Signature page to follow.)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above-written.

SWIFT:

SWIFT START CORP.

a Delaware corporation

By:_________________________________

Shaul Martin, President

BIOHITECH:

BIO HI TECH AMERICA, LLC

a Delaware limited liability company

By:_________________________________

Frank Celli, Chief Executive Officer

ACQUISITION:

BIOHITECH GLOBAL, INC.,

a Delaware corporation

By:_________________________________

Shaul Martin, President

[Signature page of Agreement of Merger and Plan of Reorganization]

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

SWIFT START CORP.

a Delaware Corporation

Swift Start Crop. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “General Corporation Law”) hereby certifies as follows:

1. Pursuant to Sections 141, 228 and 242 of the General Corporation law, the amendments and restatements herein set forth have been duly approved by the Board of Directors and stockholders of Swift Start Corp.

2. Pursuant to Section 245 of the General Corporation Law, this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of Swift Start Corp filed on March 20, 2013.

3. This Amended and Restated Certificate of Incorporation herein shall be effective upon filing.

4. The text of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

ARTICLE I

The name of this corporation shall be: BioHiTech Global, Inc.

ARTICLE II

Its registered agent for service is The Corporation Trust Company and its office is located at Corporation Trust Center 1209 Orange Street, Wilmington, DE 19801, County of New Castle.

ARTICLE III

The purpose or purposes of the organization is to engage in any lawful activity for which corporations may be organized under the General Corporation Law.

ARTICLE IV

(a) The total number of shares of Common Stock which this corporation shall have authority to issue is 30,000,000 consisting of (i) 20,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) and (ii) 10,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).

(b) Preferred Stock. Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the General Corporation Law of the State of Delaware (hereinafter, along with any similar designation relating to any other class of stock that may hereafter be authorized, referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, power, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(i) The designation of the series, which may be by distinguishing number, letter or title;

(ii) The number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);

(iii) The amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative;

(iv) Dates on which dividends, if any, shall be payable

(v) The redemption rights and price or prices, if any, for shares of the series;

(vi) The terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;

(vii) The amounts payable on and the preference, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company;

(viii) Whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Company or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;

(ix) Restrictions on the issuance of shares of the same series or of any other class or series;

(x) The voting rights, if any, of the holders of shares of the series.

(xi) The restrictions and conditions, if any, upon the issuance or reissuance of any Additional preferred stock ranking or a part with or prior to such shares as to dividends or upon distribution; and

(xii) Any other preferences, limitations or relative rights of shares of such class or series consistent with this Article IV, the General Corporation Law of the State of Delaware, and applicable law.

(c) Common Stock. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Each share of Common Stock shall be equal to each other share of Common Stock. Except as may be provided in this Certificate of Amendment or in a Preferred Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders.

ARTICLE V

The Board of Directors is hereby authorized to create and issue, whether or not in connection with the issuance and sale of any of stock or other securities or property of the Company, rights entitling the holders thereof to purchase from the Company shares of stock or other securities of the Company or any other corporation. The times at which and the terms upon which such rights are to be issued will be determined by the Board of Directors and set forth in the contracts or instruments that evidence such rights. The authority of the Board of Directors with respect to such rights shall include, but not be limited to, determination of the following:

(a) The initial purchase price per share or other unit of the stock or other securities or property to be purchased upon exercise of such rights;

(b) Provisions relating to the times at which and the circumstances under which such rights may be exercised or sold or otherwise transferred, either together with or separately from, any other stock or other securities of the Company;

(c) Provisions that adjust the number or exercise price of such rights or amount or nature of the stock or other securities or property receivable upon exercise of such rights in the event of a combination, split or recapitalization of any stock of the Company, a change in ownership of the Company's stock or other securities or a reorganization, merger, consolidation, sale of assets or other occurrence relating to the Company or any stock of the Company, and provisions restricting the ability of the Company to enter into any such transaction absent an assumption by the other party or parties thereto of the obligations of the Company under such rights;

(d) Provisions that deny the holder of a specified percentage of the outstanding stock or other securities of the Company the right to exercise such rights and/or cause the rights held by such holder to become void;

(e) Provisions that permit the Company to redeem or exchange such rights; and

(f) The appointment of a rights agent with respect to such rights.

ARTICLE VI

Each person who serves or has served as a director shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director: (i) for any breach of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) for unlawful payment of dividend or unlawful stock purchase or redemption as such liability is imposed under Section 174 of the General Corporation Law of Delaware; or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Company for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.

ARTICLE VII

The Company shall provide indemnification as follows:

(a) The Company shall indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Company, or is or was serving, or has agreed to serve, at the request of the Company, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), liabilities, losses, judgments, fines, excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974, and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(b) The Company shall indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was, or has agreed to become, a director or officer of the Company, or is or was serving, or has agreed to serve, at the request of the Company, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, except that no indemnification shall be made under this paragraph (b) in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company, unless, and only to the extent, that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware or such other court shall deem proper.

(c) Notwithstanding any other provisions of this Article VII, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in paragraphs (a) and (b) of this Article VII, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, Indemnitee shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of Indemnitee in connection therewith.

(d) In the event of any threatened or pending action, suit, proceeding or investigation of which the Company receives notice under this Article VII, any expenses (including attorneys’ fees) incurred by or on behalf of Indemnitee in defending an action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Company in advance of the final disposition of such matter; provided, however, that the payment of such expenses incurred by or on behalf of Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized in this Article VII; and provided further that no such advancement of expenses shall be made under this Article VII if it is determined that (i) Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment.

(e) No amendment, termination or repeal of this Article VII or of the relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall adversely affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

ARTICLE VIII

Except as may be expressly provided in this Amended and Restated Certificate of Incorporation, the Company reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in these Amended and Restated Certificate of Incorporation or a Preferred Stock Designation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or thereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to these Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article VIII; provided, however, that any amendment or repeal of Article VI and VII and Article VIII of this Amended and Restated Certificate of Incorporation shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal; and provided further that no Preferred Stock Designation shall be amended after the issuance of any shares of the series of Preferred Stock created thereby, except in accordance with the terms of such Preferred Stock Designation and the requirements of applicable law.

IN WITNESS THEREOF , Swift Start Corp. has caused this certificate to be signed by the Chief Executive Officer, Frank E. Celli, this 6 ^th day of August, 2015.

		Frank E. Celli
		Frank E. Celli, Chief Executive Officer

Exhibit 3.3

Exhibit 3.4

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

BIO HI TECH AMERICA, LLC

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “ Agreement ”) of BIO HI TECH AMERICA, LLC, a Delaware limited liability company (the “ Company ”), effective as of August ___, 2015 (the “ Effective Date ”), is entered into by BIOHITECH GLOBAL, INC., as the sole member of the Company (the “ Member ”).

Background.

A. As of the Effective Date the Company was merged with and into Biohitech Global, Inc. (“ Acquisition ”), with the Company as the surviving entity (the “ Merger ”) pursuant to a certain Agreement of Merger and Plan of Reorganization by and among the Company, Acquisition and the Member, dated as of the date hereof, whereby, among other things, the Member became the holder of all of the issued and outstanding membership units of the Company; and

B. The Member agrees that the membership in and management of the Company shall be governed by the terms set forth herein.

Agreement

In consideration of the foregoing background and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

FORMATION OF COMPANY

1.1 Name . The name of the Company is Bio Hi Tech America, LLC.

1.2 Purpose . The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “ Act ”) and to engage in any and all activities necessary or incidental thereto.

1.3 Principal Office; Registered Agent . The location of the principal office of the Company shall be 80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10977, or such other location as the Member may from time to time designate. The registered agent of the Company for service of process in the State of Delaware and the registered office of the Company in the State of Delaware shall be that person and location reflected in the Certificate of Formation. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law.

1.4 Term . The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section 6.1.

ARTICLE II

MEMBER

2.1 Initial Member . The Member owns 100% of the membership units in the Company. The name and the mailing address of the Member is as follows:

BioHiTech Global, Inc.

80 Red Schoolhouse Road, Suite 101

Chestnut Ridge, NY 10977

2.2 Additional Members . One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

2.3 Membership Units; Certificates . The Company will not issue any certificates to evidence ownership of the membership units.

ARTICLE III

MANAGEMENT

3.1 Authority; Powers and Duties of the Member . The Member shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by the Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Member as set forth in this Agreement. The Member shall have all rights and powers of a manager under the Act, and shall have such authority, rights and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement.

3.2 Election of Officers; Delegation of Authority . The Member may, from time to time, designate one or more officers with such titles as may be designated by the Member to act in the name of the Company with such authority as may be delegated to such officers by the Member (each such designated person, an “Officer”). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Member. Any action taken by an Officer designated by the Member pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any officer set forth in this Agreement and any instrument designating such officer and the authority delegated to him or her.

3.3 Liability of Member . Except as otherwise required in the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member or participating in the management of the Company.

3.4 Indemnification . To the fullest extent permitted under the Act, the Member (irrespective of the capacity in which it acts) shall be entitled to indemnification and advancement of expenses from the Company for and against any loss, damage, claim or expense (including attorneys' fees) whatsoever incurred by the Member relating to or arising out of any act or omission or alleged acts or omissions (whether or not constituting negligence or gross negligence) performed or omitted by the Member on behalf of the Company; provided, however, that any indemnity under this Section 6.2 shall be provided out of and to the extent of Company assets only, and neither the Member nor any other person shall have any personal liability on account thereof.

ARTICLE IV

CAPITAL CONTRIBUTIONS; LOANS; DISTRIBUTIONS

4.1 Initial Capital Contributions . The Member hereby agrees to contribute to the Company such cash, property or services as determined by the Member.

4.2 Loans . Any and all loans made to the Company by the Member shall not be considered Capital Contributions.

4.3 Distributions . Distributions shall be made to the Member at the times and in the amounts determined by the Member.

ARTICLE V

TAX STATUS; INCOME AND DEDUCTIONS

5.1 Tax Status . As long as the Company has only one member, it is the intention of the Company and the Member that the Company be treated as a disregarded entity for federal and all relevant state tax purposes and neither the Company nor the Member shall take any action or make any election which is inconsistent with such tax treatment. All provisions of this Agreement are to be construed so as to preserve the Company's tax status as a disregarded entity.

5.2 Income and Deductions . All items of income, gain, loss, deduction and credit of the Company (including, without limitation, items not subject to federal or state income tax) shall be treated for federal and all relevant state income tax purposes as items of income, gain, loss, deduction and credit of the Member.

ARTICLE VI

DISSOLUTION AND LIQUIDATION

6.1 Dissolution .

(a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company's existence is continued pursuant to the Act.

(b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member.

6.2 Winding Up . Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

ARTICLE VII

MISCELLANEOUS

7.1 Amendments . Amendments to this Agreement may be made only with the consent of the Member.

7.2 Governing Law . This Agreement shall be governed by the laws of the State of Delaware.

7.3 Severability . In the event that any provision of this Agreement shall be declared to be invalid, illegal or unenforceable, such provision shall survive to the extent it is not so declared, and the validity, legality and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to any party of the remaining provisions of this Agreement.

( Signature appears on following page .)

IN WITNESS WHEREOF, the undersigned has executed this Agreement to be effective as of the date first above written.

MEMBER :

BIOHITECH GLOBAL, INC.

By:________________________________

Frank E. Celli, President

Signature Page to Second Amended and Restated Operating Agreement of

Bio Hi Tech America, LLC

Exhibit 99.1

BioHiTech Global, Inc. Announces Reverse Merger

CHESTNUT RIDGE, NY – August 11, 2015 – BioHiTech Global, Inc. (OTC: SWFR), formerly known as Swift Start Corp. (the “Company”), announced today that it completed a reverse merger on August 6, 2015 in which Bio Hi Tech America, LLC (“BHA”) was merged with and into a transitory acquisition subsidiary of Swift Start Corp. BHA survived the merger and became a wholly-owned subsidiary of the Company. Swift Start Corp. changed its name to BioHiTech Global, Inc. immediately thereafter. Shares of the Company’s common stock are currently quoted on the OTC Market under the symbol “SWFR.”

BHA is a green technology company that provides an innovative data-driven solution for food waste removal. BHA is headquartered in Chestnut Ridge, NY, and will continue its business as a wholly-owned subsidiary of the Company. The Company’s management team consists of BHA’s management team and includes Chief Executive Officer Frank E. Celli, Chief Operating Officer Robert A. Joyce and Chief Technology Officer William M. Kratzer. The Company’s Board of Directors now consists of Mr. Celli as well as Harriet Hentges, Doug M. Van Oort, James D. Chambers and Robert A. Graham, Jr.

BHA’s unique solution to food waste combines green technology with the power of big data. Its Eco-Safe Digester is an on-site aerobic digester that eliminates food waste by converting it into nutrient-neutral water or “grey-water” and transporting it through standard sewer lines. The BioHiTech Cloud, a reliable, manageable and secure reporting platform measures key metrics to optimize the food waste disposal process and help eliminate food waste from the start.

The Company completed the reverse merger for 6,975,000 shares of the Company’s common stock. Following the reverse merger, the Company had 7,500,000 shares of stock outstanding.

BHA was a featured company in the exclusive Credit Suisse Private Innovation Circle event. It provides a leading sustainable method that allows businesses to move towards the prevention of waste altogether. For more information, please visit www.biohitech.com .

Forward Looking Statements

Statements in this document contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on many assumptions and estimates and are not guarantees of future performance. These statements may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of BioHiTech Global, Inc. to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. BioHiTech Global, Inc. assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation those set forth as “Risk Factors” in our filings with the Securities and Exchange Commission (“SEC”). There may be other factors not mentioned above or included in the Company’s SEC filings that may cause actual results to differ materially from those projected in any forward-looking statement. BioHiTech Global, Inc. assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.

Contact:	Frank E. Celli, CEO
	(845) 262-1081