UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) ~~of The Securities Exchange Act of 1934~~

~~Date~~ of the ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported) March 21, 2025~~1934

~~WASTE~~Date ~~ENERGY~~of ~~CORP.~~Report (Date of earliest event reported): May 19, 2026

Waste Energy Corp.

(Exact name of registrant as specified in its charter)

Nevada

000-55049

27-3098487

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3250 Oakland Hills Court, Fairfield, CA 94534

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: 424.570.9446

Not applicable

(Former name or former address, if changed since last report)

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 Exchange Act (17 CFR 240.14a-12)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Nil		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 34.0201 ~~Unregistered~~Changes ~~Sales~~in ofRegistrant’s ~~Equity~~Certifying ~~Securities~~Accountant.

On ~~March~~May 1719, ~~2025~~2026, ~~the~~Integrität ~~Company~~Audit, ~~issued~~Accounting ~~and~~& ~~sold 10~~Advisory,~~000,000~~ ~~shares~~LLC of(“Integrität”) ~~its~~resigned ~~restricted~~as ~~common~~the ~~stock~~independent ~~at a purchase price of $0.005 per share,~~registered ~~for~~public ~~aggregate~~accounting ~~gross~~firm ~~proceeds~~ of ~~$50,000~~Waste ~~USD,~~Energy ~~to a non-U~~Corp.S. ~~trust. The issuance was made in reliance upon the exemption from registration provided by Section 4~~(~~a)(2) of~~ the ~~Securities Act of 1933, as amended, and/or Regulation D and Regulation S promulgated thereunder~~“Company”).

OnBecause ~~March~~Integrität ~~21,~~was ~~2025,~~engaged ~~the Company agreed~~ to ~~issue~~audit ~~15,000,000~~the ~~shares~~Company’s offinancial ~~common~~statements ~~stock~~for ofthe ~~our~~fiscal ~~company~~year atended aDecember ~~deemed~~31, ~~price of US$0.0075 per~~2025 ~~share~~and indid ~~settlement~~not ofcomplete ~~debt in~~ the ~~amount of US $112~~audit,~~500~~ inIntegrität ~~consideration~~has ~~for~~not ~~services~~issued ~~rendered~~an toaudit ~~our~~report ~~company.~~on ~~The~~the Company’s ~~will issue~~financial ~~these~~statements ~~shares~~for tothe fiscal anyear ~~entity~~ended ~~controlled~~December ~~by Mr. Gallagher~~31, ~~our Chairman, CEO & President of our company~~2025.

~~The~~During ~~Company~~the ~~will~~period ~~issue~~from ~~these~~Integrität’s ~~shares~~engagement tothrough anthe ~~entity~~date ~~controlled by~~of ~~Mr.~~its ~~Gallagher~~resignation, ~~(as~~there ~~that~~were ~~term~~no isdisagreements between ~~defined~~the inCompany ~~Regulation~~and SIntegrität ofon ~~the~~any ~~Securities~~matter ~~Act~~ of ~~1933)~~accounting ~~and~~principles inor ~~issuing~~practices, ~~these~~financial ~~shares~~statement disclosure, weor ~~relied~~auditing onscope ~~the~~or ~~exemption~~procedure, ~~from~~which ~~the~~disagreements, ~~registration~~if ~~requirements~~not ofresolved ~~the~~to ~~Securities~~Integrität’s ~~Act~~satisfaction, ofwould ~~1933~~have ~~provided~~caused byIntegrität to ~~Section~~make ~~4(a)(2)~~reference ofthereto ~~the~~in ~~Securities~~its ~~Act~~report ~~of 1933~~on ~~and/or Rule 506 promulgated under~~ the ~~Securities~~financial ~~Act of 1933~~statements.

~~Disclosure~~During ~~Required~~the bysame MIperiod, 61there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-~~101~~K.

~~Scott~~The ~~Gallagher,~~Company ~~the~~provided ~~Chairman,~~Integrität ~~CEO~~with &a ~~President~~copy of ~~our~~the ~~company,~~disclosures ~~was~~contained ~~issued~~in ~~15,000,000~~this ~~shares~~Current ofReport ~~our~~on ~~common~~Form ~~stock~~8-K atand arequested ~~deemed~~that ~~price of US$0.0075~~Integrität ~~per~~furnish ~~share~~a inletter ~~settlement~~addressed ofto ~~debt~~the inSecurities ~~the~~and ~~amount~~Exchange ofCommission ~~US$112,500.~~stating ~~This~~whether ~~debt~~it ~~settlement~~agrees ~~constituted~~with athe ~~“related~~statements ~~party~~made ~~transaction”~~herein. A ~~within~~copy ~~the~~of ~~meaning~~Integrität’s ofletter ~~Multilateral~~will ~~Instrument~~be ~~61-101~~filed ~~Protection~~as ofExhibit ~~Minority~~16.1 ~~Security~~to ~~Holders~~this inCurrent ~~Special~~Report ~~Transactions~~on ~~(“MI 61~~Form 8-~~101”)~~K.

~~The~~Appointment ~~following~~of ~~supplementary~~New ~~information~~Independent isRegistered ~~provided~~Public inAccounting ~~accordance with Section 5.2 of MI 61-101.~~Firm

~~(a)~~On aMay ~~description~~21, 2026, the Audit Committee and Board of Directors approved the ~~transaction~~engagement of M&K CPAs, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to completion of customary client acceptance procedures and ~~its~~execution ~~material~~of ~~terms:~~a final engagement letter.

WeDuring ~~entered~~the ~~into~~Company’s atwo ~~debt~~most ~~settlement~~recent fiscal years and ~~subscription~~any ~~agreement~~subsequent interim period prior to the engagement of M&K CPAs, PLLC, neither the Company nor anyone acting on its behalf consulted with ~~Scott~~M&K ~~Gallagher~~CPAs, ~~whereby~~PLLC ~~Scott~~regarding ~~Gallagher~~(i) ~~agreed~~the application of accounting principles to ~~accept~~a 15specific completed or contemplated transaction,~~000,000~~ ~~shares~~ (ii) the type of ~~our~~audit ~~common~~opinion ~~stock~~that atmight abe ~~deemed~~rendered ~~price~~on ofthe ~~US$0.0075~~Company’s ~~per~~financial statements, ~~share~~or in(iii) ~~settlement~~any matter that was the subject of ~~debt~~a disagreement or reportable event as defined in ~~the~~Item ~~amount~~304(a)(1)(iv) and (v) of Regulation ~~US$112,500~~S-K.

~~(b)~~Item ~~the~~9.01 ~~purpose~~Financial Statements and ~~business reasons for the transaction:~~Exhibits.

~~The~~(d) ~~shares were issued to settle debt~~Exhibits.

Exhibit No.		Description

16.1		Letter from Integrität Audit, Accounting & Advisory, LLC dated May 19, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

See item (b).

(d) a description of:

(i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

See item (a).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

On March 17th 2025 Swapan Kakumanu officially resigned as the CFO, Treasurer and Secretary of our company. On the same date, we officially appointed Mr. Braden Glasbergen to officially become our CFO, Treasurer and Secretary pursuant to an executed consulting agreement.

Braden Glasbergen (43) joins Waste Energy Corp with a distinguished career spanning over two decades in

financial leadership roles across multiple industries, including manufacturing, consulting, and environmental services. Throughout his extensive experience, he successfully managed global business operations, led corporate strategic planning, and ensured compliance with financial regulations across various international markets. Braden has held key financial positions at several organizations, where he optimized financial operations, streamlined budgeting processes, and enhanced corporate governance.

As a Chartered Professional Accountant (CPA, CMA), Braden holds an MBA from Athabasca University and a Bachelor of Commerce degree with a major in accounting. His corporate finance, financial planning, and regulatory compliance expertise will support Waste Energy Corp’s mission to expand its innovative waste-to-energy solutions while maintaining fiscal discipline and maximizing shareholder value.

Term of Office

Our executive officers are appointed by our board of directors and hold office until their death, resignation or removal from office.

Family Relationships

No family relationships exist between any of our directors or executive officers.

SIGNATURES

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

WASTE ENERGY CORP /s/ Scott Gallagher Scott Gallagher Chairman, President and Chief Executive Officer March 21, 2025

Waste Energy Corp.

By:	/s/ Scott Gallagher
	Scott Gallagher
	Chief Executive Officer

Date:	May 21, 2026

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