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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2026

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

For the transition period from __________ to ____________

Commission file number 000-55049

WASTE ENERGY CORP.

(Exact name of registrant as specified in its charter)

Nevada		27-3098487
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3250 Oakland Hills Court, Fairfield, CA 94534

(Address of principal executive offices) (Zip Code)

424.570.9446

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 149,220,840 shares of common stock issued and outstanding as at July 13, 2026.

TABLE OF CONTENTS

PART I	3
ITEM 1. FINANCIAL STATEMENTS	3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK	34
ITEM 4. CONTROLS AND PROCEDURES	34

PART II	35
ITEM 1. LEGAL PROCEEDINGS	35
ITEM 1A. RISK FACTORS	35
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	35
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	35
ITEM 4. MINE SAFETY DISCLOSURES	35
ITEM 5. OTHER INFORMATION	35
ITEM 6. EXHIBITS	36

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Our unaudited condensed interim consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

It is the opinion of management that the unaudited condensed interim consolidated financial statements for the quarter ended March 31, 2026 include all adjustments necessary in order to ensure that the unaudited condensed interim consolidated financial statements are not misleading.

Waste Energy Corp.

Condensed Consolidated Balance Sheets

	March 31, 2026 (unaudited)			December 31, 2025
Assets

Current Assets
Cash and cash equivalents	$	67,408		$	68,244
Accounts receivable, net		7,500			7,500
Prepaid expenses		12,000			12,000
Security Deposit		12,000			12,000
Total Current Assets		98,908			99,744

Long-Term Assets
Right-of-use-asset		245,965			272,797
Capital investment		653,250			653,250
Total Long-Term Assets		899,215			926,047

Total Assets	$	998,123		$	1,025,791

Liabilities and Stockholders’ Equity

Current Liabilities
Accounts payable and accrued expenses	$	683,236		$	646,597
Accounts payable and accrued expenses, related party		851,170			851,170
Accounts payable and accrued expenses		851,170			851,170
Deferred revenue		-			83,333
Deposits payable		77,700			77,700
Lease liability		139,500			135,000
Notes payable – in default		117,000			117,000
Derivatives liability		4,045,667			1,828,934
Convertible notes payable – other		916,832			857,353
Total Current Liabilities		6,831,105			4,597,087

Non-current Liabilities
Lease liabilities		154,291			170,878
Total Non-current Liabilities		154,291			170,878

Total Liabilities		6,985,396			4,767,965

Commitments and Contingencies		-			-

Stockholders’ Equity (Deficit)
Common stock, $0.001 par value, 400,000,000 shares authorized; 149,220,840 and 138,036,826 shares issued and outstanding as at March 31, 2026 and December 31, 2025, respectively		149,221			138,037
Additional paid-in-capital		47,124,669			46,943,795
Stock subscriptions payable		372,476			372,476
Accumulated deficit		(53,472,381	)		(51,035,224	)
Total Waste Energy Stockholders’ Equity (Deficit)		(5,826,015	)		(3,580,916	)
Non-controlling Interest		(161,258	)		(161,258	)
Total Stockholders’ Equity (Deficit)		(5,987,273	)		(3,742,174	)

Total Liabilities and Stockholders’ Equity	$	998,123		$	1,025,791

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Waste Energy Corp.

Condensed Consolidated Statement of Operations (Unaudited)

	Three months ended March 31, 2026			Three months ended March 31, 2025

Revenues
Consulting Services		83,333			41,667
Total revenues		83,333			41,667

Cost of goods sold		30,000			-
Gross margin		53,333			41,667

Operating expenses
General and administrative expenses		365,839			46,858
Service costs		-			-
Total operating expenses		365,839			46,858

Net loss from operations		(312,506	)		(5,191	)

Other expense
Interest expense and charges - note payable		(473,918	)		(17,877	)
Change in fair value of derivative liability		(1,566,067	)		-
Loss on new derivatives		(597,259	)		-
Gain on settled derivatives		512,593			-
Net other loss		(2,124,651	)		(17,877	)

Provision for taxes		-			-

Net loss	$	(2,437,157	)	$	(23,068	)

Net profit (loss) from non-controlling interest		-			-
Net loss attributable to Waste Energy	$	(2,437,157	)	$	(23,068	)

Loss per common share – Basic and diluted	$	(0.02	)	$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted		151,487,420			134,202,246

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Waste Energy Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended March 31, 2026			Three Months Ended March 31, 2025
Operating activities
Net loss for the period	$	(2,437,157	)	$	(23,068	)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation		11,708			24,378
Stock-based compensation and forfeitures, related party		1,056			-
Change in fair value of derivative liability		1,566,067			-
Loss on new derivatives		597,259			-
Gain on settled derivatives		(512,593	)
Non-cash interest		473,918			-
Changes in operating assets and liabilities
Accounts payable and accrued expenses		(4,712	)		(1,999	)
Accrued interest on convertible notes payable		-			9,375
Accounts payable and accrued expenses, related party		-			(102,400	)
Lease liability		14,745			-
Deferred revenue		(83,333	)		433,333
Net cash from (used in) operating activities		(373,042	)		339,619

Investing activities
Capital advance	$	-		$	(310,000	)
Net cash used in investing activities		-			(310,000	)

Financing activities
Proceeds from the stock to be issued		-			50,000
Proceeds from issuance of convertible note		566,000			-
Payments made on convertible note		(193,794	)		-
Payments made on notes payable		-			(15,995	)
Net cash provided by financing activities		372,206			34,005

Net changes in cash and equivalents		(836	)		63,624

Cash and equivalents at beginning of the period		68,244			682

Cash and equivalents at end of the period	$	67,408		$	64,306

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Waste Energy Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited) (con’d)

SUPPLEMENTAL CASH FLOW INFORMATION

	Three months Ended March 31, 2026		Three months Ended March 31, 2025
Cash paid in interest	$	14,124	$	3,369
Cash paid for income taxes	$	-	$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Derivative liability discount	$	566,000	$	-
Full conversion of convertible note payable to common stock of WEC - $96,000 loan, $43,200 converted	$	-	$	43,200
Conversion of convertible notes payable to common stock of WEC - $123,050 loan	$	27,563		-
Conversion of convertible note payable to common stock of WEC - $95,120 loan maturity date	$	26,872		-
Conversion of convertible note payable to common stock of WEC - $95,120 loan	$	32,000		-
Partial conversion of convertible note payable to common stock of WEC - $150,000 loan	$	92,859		-

The accompanying notes are an integral part of these consolidated financial statements.

Waste Energy Corp.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)

	Common Stock Number of Shares (#)		Common Stock Dollar Amount ($)		Additional Paid-in Capital ($)		Stock Subscriptions Payable ($)		Accumulated Deficit ($)			Non- Controlling Interest ($)			Total Shareholders’ Equity (Deficit) ($)
Balance, December 31, 2024		128,064,469		128,065		46,820,921		-		(49,958,417	)		(161,258	)		(3,170,689	)
Stock based compensation		-		-		59,313		-		-			-			59,313
Stock-based compensation, related party		-		-		30,333		-		-			-			30,333
Share issuance on conversion of loan payable		9,972,357		9,972		33,228		66,000		-			-			109,200
Share issuance for services		-		-		-		156,476		-			-			156,476
Shares issued for cash – private placement		-		-		-		150,000		-			-			150,000
Net income/(loss) for the year		-		-		-		-		(1,076,807	)		-			(1,076,807	)
Balance, December 31, 2025		138,036,826		138,037		46,943,795		372,476		(51,035,224	)		(161,258	)		(3,742,174	)
Balance		138,036,826		138,037		46,943,795		372,476		(51,035,224	)		(161,258	)		(3,742,174	)
Stock based compensation		-		-		11,708		-		-			-			11,708
Stock-based compensation, related party		-		-		1,056		-		-			-			1,056
Share issuance on conversion of convertible loan		11,184,014		11,184		168,110		-		-			-			179,294
Net loss for the period		-		-		-		-		(2,437,157	)		-			(2,437,157	)
Net income/(loss)		-		-		-		-		(2,437,157	)		-			(2,437,157	)
Balance, March 31, 2026		149,220,840		149,221		47,124,669		372,476		(53,472,381	)		(161,258	)		(5,987,273	)
Balance		149,220,840		149,221		47,124,669		372,476		(53,472,381	)		(161,258	)		(5,987,273	)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Waste Energy Corp.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

As at and for the three months ended March 31, 2026 and 2025

1. NATURE AND CONTINUANCE OF OPERATIONS

Waste Energy Corp. (the “Company”) was incorporated under the laws of the State of Nevada on July 20, 2010, under its previous name Redstone Literary Agents, Inc., with an authorized capital of 400,000,000 common shares, having a par value of $0.001 per share. During the period ended December 31, 2010, the Company commenced operations by issuing shares and developing its publishing service business, focused on representing authors to publishers.

On August 1, 2017 the Company incorporated a Nevada subsidiary, AppCoin Innovations (USA) inc., which was formed to provide blockchain consulting services.

On February 14, 2018, we effected a name change for our subsidiary from “AppCoin Innovations (USA) Inc.” to “ICOx USA, Inc.”

On November 28, 2018, we incorporated a new Delaware subsidiary, Cathio, Inc, to provide blockchain technology opportunities to the Catholic community. Cathio was dissolved on October 20, 2020.

On November 28, 2018, we incorporated a new Delaware subsidiary, GN Innovations, Inc. to provide blockchain technology opportunities to the sports and entertainment industry by working with large and well-established brands.

Effective December 5, 2018, we effected a name change for our subsidiary from “GN Innovations, Inc.” to “GNI, Inc.”

Effective February 6, 2019, we effected a name change for our subsidiary from “GN1, Inc.” to “sBetOne, Inc.”. On August 12, 2021, the Company’s subsidiary sBetOne, Inc. (“sBetOne”) entered into a business combination with a related party, VON Acquisition Inc. (“VON”), whereby sBetOne became a wholly owned subsidiary of VON.

On September 3, 2019, the Company changed its name from “ICOx Innovations Inc.” to “CurrencyWorks Inc.” and ICOx USA Inc. a subsidiary of the Company changed its name to “CurrencyWorks USA Inc.”.

On June 22, 2021, we incorporated a new Delaware subsidiary, Motoclub LLC, to create a marketplace for digital automotive collectibles. During 2024 operations ceased due to Management’s decisions to pursue a new line of business in renewable waste energy.

On June 22, 2021, we incorporated a new Delaware subsidiary, EnderbyWorks, LLC, (“EnderbyWorks”) to create a direct-to-consumer, feature-length film viewing and distribution platform delivering feature-length films and digital collectible entertainment content as NFTs. During 2024 operations ceased due to Management’s decisions to pursue a new line of business in renewable waste energy. There may be rights to residual collections from a past movie distribution rights contract that may be transferred to a functioning entity at a future date.

On August 24, 2022, the Company changed its name from CurrencyWorks Inc. to MetaWorks Platforms, Inc (“MWRKS”).

On May 13, 2024, we incorporated a new Florida subsidiary, Energy Works, Inc., (“EnergyWorks”), which was formed to support the Company’s waste-to-energy business and related operations.

On September 6, 2024, the Company changed its name from MetaWorks Platforms, Inc. to Waste Energy Corp.

Going Concern

The accompanying condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. On a consolidated basis, the Company has incurred significant operating losses since its inception. For the period ended March 31, 2026 and 2025, the Company incurred losses of $2,437,157 and $23,068, respectively. On March 31, 2026 and December 31, 2025, the Company has an accumulated deficit of $53,472,381 and $51,035,224, negative working capital of 6,732,197 and 4,497,343 respectively, and cash balances of $67,408 and $68,244 respectively. Further losses are anticipated as the Company pursues business opportunities, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profits, adequate cash flows and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties, related party debt and proceeds from the issuance of stock. There are no assurances that the Company will be able to secure funding on terms that are acceptable to the Company or at all.

The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) as found in the Accounting Standards Codification (“ASC”), and the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and are expressed in US Dollars. The unaudited condensed interim consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company’s Quarterly Report in its Form 10-Q filing under the Securities Exchange Commission, and with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Reclassification

Certain reclassifications have been made to prior periods to conform with current reporting. These reclassifications did not affect net income, total assets, liabilities or equity reported.

Basis of Consolidation

The consolidated statements include the accounts of the Company and its subsidiaries. CurrencyWorks USA Inc. (“CW”) (formerly ICOx USA, Inc.), Energy Works Inc. (“EWI”) and Enderby Works LLC (“EW”) are wholly owned subsidiaries. EW became a wholly owned subsidiary in 2023, see Note 6 Notes Receivable. MotoClub (“MB”) is a majority-owned subsidiary, 80% held by (“WEC”). All intercompany transactions and balances have been eliminated.

Discontinued Operations

The Company accounts for discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations. The disposal of a component or group of components is classified as a discontinued operation if the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. This includes the sale, abandonment, or other disposal of legal entities, business segments, or significant components.

Upon meeting the criteria for discontinued operations, the results of operations, including any gain or loss on disposal, are presented separately in the consolidated statements of operations for all periods presented.

Segment Reporting

The Company uses the “management approach” to identify its reportable segments. Under this approach, the Company has determined that it operates through four reportable segments: the Holding Segment (corporate functions, finance, legal, human resources, executive management, and parent-level financing activities); the Renewable Energy Consulting Segment (advisory and implementation services related to clean energy solutions); the Recyclable Material Intake Segment (collection and processing of recyclable materials, including waste tires); and Discontinued Operations (operations that no longer meet the criteria for continuing operations).

Segmented Information- Statements of Operations

SCHEDULE OF SEGMENT INFORMATION

March 31, 2026	Holding Segment			Waste Conversion Segment		Total
*Revenue and other income:*
Consulting revenue	$	-		$	83,333	$	83,333
Cost of sales		-			30,000		30,000
Revenue and other income		-			53,333		53,333
*Expenses*
Advertising & Marketing	$	35,474		$	-	$	35,474
Consulting fees		151,134			-		151,134
Professional fees		23,014			-		23,014
Other general and administrative expenses		156,217			-		156,217
Change in derivative liability		1,650,733			-		1,650,733
Interest expense and charges - note payable		473,918			-		473,918
Net Income (loss) before income taxes	$	(2,490,490	)	$	53,333	$	(2,437,157	)

March 31, 2025	Holding Segment			Waste Conversion Segment		Total
Revenue and other income:
Consulting revenue	$	-		$	41,667	$	41,667
Recyclable material intake		-			-		-
Note interest revenue		-			-		-
Gain on extinguishment of debt		-			-		-
Investment write off		-			-		-
Other income		-			-		-
Revenue and other income		-			41,667		41,667
Expenses							-
Advertising & Marketing	$	3,264		$	-	$	3,264
Consulting fees		-			-		-
Licenses		172			-		172
Stock based compensation (related and non-related party)		24,378			-		24,378
Rent		-			-		-
Professional fees		3,539			-		3,539
Other general and administrative expenses		15,505			-		15,505
Change in derivative liability		-			-		-
Interest expense and charges - note payable		17,877			-		17,877
Interest write off		-			-		-
Net Income (loss) before income taxes	$	(64,735	)	$	41,667	$	(23,068	)

Segmented Information- Balance Sheets

March 31, 2026	Holding Segment		Renewable Energy Consulting segment		Recyclable Material Intake segment		Total
Total assets	$	67,408	$	-	$	930,715	$	998,123

Net assets	$	67,408	$	-	$	930,715	$	998,123

Current liabilities	$	6,613,905	$	-	$	217,200	$	6,831,105
Non-current liabilities	$	-	$	-	$	154,291	$	154,291
Net liabilities	$	6,613,905	$	-	$	371,491	$	6,985,396

December 31, 2025	Holding Segment		Renewable Energy Consulting segment		Recyclable Material Intake segment		Total
Total assets	$	68,244	$	-	$	957,547	$	1,025,791

Net assets	$	68,244	$	-	$	957,547	$	1,025,791

Current liabilities	$	4,301,054	$	-	$	296,033	$	4,597,087
Non-current liabilities	$	-	$	-		170,878	$	170,878
Net liabilities	$	4,301,054	$	-	$	466,911	$	4,767,965

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material.

Cash and Cash Equivalents

Cash and cash equivalents include short-term, highly liquid investments, such as cash on account with commercial banks, certificates of deposit or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All cash balances are held by major banking institutions.

Contingent Liabilities

The Company accounts for its contingent liabilities in accordance with ASC No. 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

With respect to legal matters, provisions are reviewed and financial information is adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The Company is party to a lawsuit see note 10.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2025, and prior. Based on the evaluation of the 2025 transactions and events, the Company does not believe it has any material uncertain tax positions that require measurement.

The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the fiscal years ended December 31, 2025, and 2024 and has not filed tax returns for either year. The Company has not received any notifications from the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.

Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2025 or 2024, and have not recognized interest and/or penalties in the consolidated statement of operations for the year ended December 31, 2025 or 2024.

We are subject to taxation in the U.S. and the state of California. The Company’s tax returns for tax years from 2022 to recent filings remain subject to potential examination by the tax authorities.

Accounts Receivable

The collectability of accounts receivable is determined by the Company’s legal obligation for payment by the customer, as well as the ability of the customer to pay its debts. The carrying amount of accounts receivable represents the maximum credit exposure of this balance.

Accounts receivable primarily consists of amounts due from customers for prior movie distribution rights and recyclable material intake and are reported at their net realizable value. From management’s best estimate, there is no allowance for doubtful accounts on March 31, 2026 and December 31, 2025. Management individually reviews accounts receivable balances and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that may not be collected and would directly write off these balances. Management considers several factors, including the age of the receivables, current economic conditions and other information management obtains regarding the financial condition of customers. The policy for determining the past due status is based on the contractual payment terms of each customer. If conditions are identified that pose significant risk of non-collections the determination to directly write off uncollectible receivables is made.

Allowance for Credit Losses

The Company estimates its allowance for credit losses using the Current Expected Credit Loss (CECL) model under ASC 326. The CECL model requires recognition of expected credit losses over the contractual life of financial assets held at the reporting date, considering historical experience, current conditions, and reasonable and supportable forecasts.

Financial assets subject to CECL include trade receivables, notes receivable, and held-to- maturity debt securities. The Company groups financial assets based on shared risk characteristics and evaluates them collectively. The allowance is measured using a combination of historical loss rates, adjusted for current economic trends and forward-looking factors such as industry outlook and macroeconomic indicators (e.g., unemployment rate, GDP).

Under CECL, the carrying amount of a financial asset (net of the allowance for credit losses) represents the amount the Company expects to collect. This means that when the CECL estimate is appropriately recorded, the net reported balance of financial assets reflects management’s best estimate of collectible cash flows, based on available and supportable information.

Management reviews the adequacy of the allowance at each reporting period and updates estimates as appropriate. Changes in estimates are recorded in the income statement as a component of credit loss expense.

Earnings per Share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. 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 warrants or stock options (Note 13 and Note 16 respectively). Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

On March 31, 2026 the Company had convertible debt outstanding, warrants exercisable to 7,437,500 shares of common stock and stock options exercisable to 33,129,998 shares of common stock. On December 31, 2025 the Company had convertible debt outstanding, warrants exercisable to 7,437,500 shares of common stock and stock options exercisable to 32,129,998 shares of common stock. For both years the effect of exercisable options and warrants is anti-dilutive and they have been excluded from dilutive EPS.

Stock-Based Compensation

The Company has adopted FASB guidance on stock-based compensation. Under ASC 718-10-30-2 Stock Compensation, all share-based payments to employees, including grants of employee stock options, are to be recognized in the consolidated statements of operations based on their fair values. The fair value of the options is calculated using the Black Scholes valuation model (Note 16).

The Company has issued stock options to employees and non-employees. Stock options granted to non-employees for services or performance not yet rendered would be expensed over the service period or until the goals had been reached. Stock options granted to employees are expensed over the vesting period of the options. The fair value of stock options is determined on the grant date.

Forfeitures of options are recognized as they occur. Compensation cost previously recognized is reversed on the date of forfeiture for any options that are forfeited prior to the completion of the requisite service period or vesting period.

Cancellation of an award accompanied by the concurrent grant of (or offer to grant) a replacement award of other valuable consideration is accounted for as a modification of the terms of the canceled award. The total compensation cost measured on the date of a cancellation and replacement id the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date plus the incremental cost resulting from the cancellation and replacement.

A cancelation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award of other valuable consideration is accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation cost is recognized on the cancellation date.

Fair Value of Financial Instruments

The fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

	●	Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
	●	Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	●	Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions that are reasonably available.

The Company’s financial instruments consist of equity investments, note receivables, derivative liabilities and notes payable. The Company’s note receivables were indirectly written down to zero due to potential non-collections. The Company’s derivative liabilities have a fair value of zero principally due to a decline in the stock price. These instruments are in level 3 of the fair value hierarchy.

When determining fair value, whenever possible, the Company uses observable market data and relies on unobservable inputs only when observable market data is not available. As at March 31, 2026 and December 31, 2025, the Company did not have any level 1 or 2 financial instruments. As at March 31, 2026 and December 31, 2025, the Company’s level 3 financial instruments were derivative liabilities for warrants issued and outstanding that were not indexed to the Company’s stock, notes payable and notes receivable valued at their present values and equity investments in other entities.

The following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis at March 31, 2026.

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level2)		Significant Unobservable Inputs (Level3)
Liabilities
Notes Payable		-		-	$	117,000
Derivative liability		-		-	$	4,045,667
Convertible note payable		-		-	$	916,832

The following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis at December 31, 2025.

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level2)		Significant Unobservable Inputs (Level3)
Liabilities
Notes payable		-		-	$	117,000
Derivatives liability		-		-	$	1,828,934
Convertible note payable		-		-	$	857,353

Derivative Liabilities – Conversion Features

The Company evaluates whether embedded conversion features in its financial instruments meet the criteria for separate accounting under ASC 815, “Derivatives and Hedging.” If the conversion feature is not clearly and closely related to the host debt instrument and does not meet the scope exception for equity classification, it is bifurcated and accounted for as a derivative liability, remeasured to fair value each period using the Black-Scholes or binomial option pricing models.

Revenue Recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers, applying the standard five-step model to consulting services, recyclable material intake, and (for discontinued operations only) prior movie distribution and NFT revenue streams.

Consulting Services

Revenue from Renewable Energy Consulting services is derived from advisory and implementation services related to clean energy solutions. Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers, when a service is performed for the customer, services may occur over time or under a services contract or for a specific event as stipulated in client contracts. Contract terms typically provide for billing upon completion of defined milestones or within standard payment cycles.

Movie Distribution Revenue

Movie distribution revenue is derived from the use of the Company’s intangible assets. Revenues earned to date are from nonrefundable minimum guaranteed payments recognized on the date distribution rights were granted to the purchaser and royalty revenues when certain cost recuperation thresholds and other contractual conditions are met. Future revenues may be recognized from revenue generated by the purchaser or by additional distribution sales over the term of the movie rights license. During 2024 operations ceased due to Management’s decisions to pursue a new line of business in renewable waste energy. There may be rights to residual collections from a past contract that may be transferred to a functioning entity at a future date.

Funds received for unearned revenue are deferred revenue on the consolidated balance sheet and are recognized as revenue upon completion of milestones or specified tasks.

Recyclable Material Intake

The Company recognizes revenue from waste tires received from customers. Customers pay the Company for the collection, acceptance, and processing of waste tires. Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers, at the point in time when the company accepts the waste material for processing and the agreed fee is due from the customer.

Disaggregated Revenue Disclosure

The Company’s customers or sources of revenue generation were only in the United States during the period ended March 31, 2026. Below is a table of revenue by type:

Revenue Type	March 31, 2026		March 31, 2025
Renewable consulting revenue	$	83,333	$	41,667
Recyclable Material intake revenue		-		-
Revenue	$	83,333	$	41,667

Operating Leases

The Company accounts for leases in accordance with ASC 842, Leases. At the commencement of a lease, the Company determines whether the arrangement is a finance or operating lease. Operating lease right-of-use (“ROU”) assets and related lease liabilities are recognized based on the present value of lease payments over the lease term at the commencement date. The Company uses its incremental borrowing rate to determine the present value of future lease payments when the implicit rate in the lease is not readily determinable.

ROU assets include any prepaid lease payments and are reduced by lease incentives received. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Short-term leases (terms of twelve months or less) are not recorded on the balance sheet, and payments are recognized as expense when incurred.

Recent Accounting Pronouncements

Environmental Credits (Proposed Topic 818) - New guidance on how to account for environmental credits like carbon offsets and renewable energy certificates. Focus on consistent recognition, measurement, and disclosure. Still in proposal stage (comment period through April 2025).

Disaggregation of Income Statement Expenses (ASU 2024-03) - Companies must break out major expense categories (e.g., labor, depreciation) in the notes to financial statements. Aimed at improving transparency. Effective for annual periods after Dec 15, 2026 (early adoption allowed).

Income Tax Disclosure Improvements (ASU 2023-09) - Requires clearer details on income taxes paid (by federal, state, and foreign) and better breakdowns of rate reconciliations. Helps investors better understand a company’s tax situation.

3. CONCENTRATION AND CREDIT RISK

Financial instruments which potentially subject the Company to credit risk consist of cash. Cash is maintained with a major financial institution in the USA that is creditworthy. The Company maintains cash in bank accounts insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC). On March 31, 2026 and on December 31, 2025, no cash balances were in excess of federally insured limits.

During the period ended March 31, 2026 total consulting revenue was generated from one customer and amounted to $83,333. During the period ended March 31, 2025, the Company generated revenue from one customer in the amount of $41,667, and we had one significant customer.

4. ACCOUNTS RECEIVABLE

As of March 31, 2026 and December 31, 2025, the Company had accounts receivables of $7,500. Receivables consist of revenues generated through recyclable material intake and consulting revenue

SCHEDULE OF ACCOUNTS RECEIVABLE

Accounts Receivable	March 31, 2026		December 31, 2025
Accounts receivable beginning balance	$	7,500	$	35,000
Billings		-		7,500
Allowance for uncollectable debt		-		(35,000	)
Collections		-		-
Accounts receivable ending balance	$	7,500	$	7,500

5. CAPITAL ADVANCE / PROPERTY, PLANT AND EQUIPMENT

During the three months ended March 31, 2026, the remaining equipment components cleared U.S. Customs and were delivered to the Company’s Midland facility. Upon delivery and transfer of custody to the Company, the related capital advances were reclassified to property, plant and equipment. As of March 31, 2026, the equipment had not yet been placed in service and, therefore, no depreciation had been recorded. Depreciation will commence in accordance with the Company’s fixed-asset depreciation policy when the equipment is installed and available for its intended use.

6. NOTES RECEIVABLE – RELATED PARTY

SCHEDULE OF NOTES RECEIVABLE

	March 31, 2026		December 31, 2025

Notes receivable - Enderby – current portion	$	2,426,286	$	2,426,286
Allowance for doubtful accounts, Enderby		(2,426,286)		(2,426,286)
Notes receivable, Enderby – net	$	-	$	-

On August 20, 2021, the Company loaned $850,000 to Fogdog pursuant to convertible promissory note. The note bears interest at a rate of 10% per annum. On August 20, 2022 the note was amended making the maturity date December 31, 2028. The note may not be prepaid without the written consent of the Company. On April 10, 2024, the Company and Fogdog agreed to an extension of terms on the note, amending the maturity date to December 31, 2029.

During the quarter ended September 30, 2024, the Company acquired certain assets of Fogdog for a full and final settlement of the Notes receivable and made a payment of $200,000 to Fogdog as a licensing fee for the development of waste-to-energy equipment. The resulting note receivables due from Fogdog was directly written off in 2024 and the related assets development costs were also written off due to the Company deciding to potentially not pursue the development of this equipment because it obtained a more cost-effective estimate for the design and development of similar waste-to-energy equipment. Total owed from Fogdog for notes receivable on December 31, 2025 and 2024 was Nil.

On March 15, 2023, the Company signed an agreement with its partner in the jointly-owned subsidiary EnderbyWorks to become the 100% owner of the entity. Enderby Entertainment exchanged its 49% interest in EnderbyWorks to the corporation for forgiveness of outstanding payables amounting to $190,147 and the assumption of the secured promissory note of $1,828,000 due to the Company by Enderby Entertainment Inc. This note receivable had an annual interest rate of 8% due and was payable on July 6, 2024. On September 30, 2024, the note is in default and now accrues interest at rate of 18% per annum. There is also a royalty clause on the existing assets that EnderbyWorks will pay Enderby Entertainment 50% of the first $6,000,000 in net revenue, if revenue is earned by EnderbyWorks in the future. The note is deemed potentially non-collectible. In 2023, an allowance for potential non-collections was allocated to the note, resulting in a net realizable value of zero0 and an impairment loss of $2,097,542 was incurred. An additional allowance of $246,105 was incurred for the year ended December 31, 2025, and $82,937 was created for the year ended December 31, 2024. As of March 31, 2026, the allowance for credit losses on notes receivables is $2,426,286.

7. LOAN PAYABLES

Notes Payable

On June 14, 2022, the Company issued a promissory note payable for $117,000 (“Note A”). The promissory note is unsecured, payable on demand, and was set to mature on August 13, 2022. The promissory note bore interest at a rate per annum equal to the Bank of Canada’s Prime rate and has a one-time interest charge of $14,011. On August 9, 2022, a promissory note extension was signed, extending the maturity date of the note payable to February 14, 2023. The note requires monthly payment of $13,077 over 10 months. On January 31, 2023, the Company signed an amendment to extend the maturity date of the loan to February 14, 2024 at an interest rate equal to the Bank of Canada’s Prime rate plus 3%. The Principal balance owed on March 31, 2026 and December 31, 2025 is $117,000. Accrued interest on this loan is $33,335 and $31,957 on March 31, 2026 and December 31, 2025 respectively. The note went into default during 2024, and management is currently negotiating an extension with the loan holder.

On July 2, 2024, the Company closed on a convertible promissory note and entered into a securities purchase agreement dated July 1^st, 2024 with one subscriber to raise a net amount of $90,000, pursuant to the terms and subject to the conditions of the convertible promissory note issued to the subscriber. The promissory note is in the amount of $115,200, is unsecured and matures on May 15, 2025. We also agreed to an original issuance discount of $19,200. The promissory note bears interest at the rate of 10% per annum on the unpaid principal balance from July 1^st, 2024 until the maturity date. Any amount of principal or interest on the promissory note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until the same is paid. The promissory note is convertible into shares of common stock of the Company only in the event of a default, upon the terms and subject to the limitations and conditions set forth in the promissory note. Upon the occurrence and during the continuation of any event of default, the promissory note will immediately become payable on the conditions as set forth in the promissory note. . As of December 31, 2025 the promissory note was paid in full.

Convertible Notes Payable

On June 16, 2023, Waste Energy acquired software, including a Web3 business metaverse platform, Chat GPT-powered AI avatar technology, and domain portfolio, including UtopiaVR.com. This acquisition also includes a patent-pending IP technology relating to metaverse haptics that will hold potential for future development and licensing opportunities. Consideration for the acquisition of the assets included: (i) the issuance of 7,000,000 shares of common stock of the Company (each, a “Share”); (ii) the issuance of a convertible promissory note in the principal amount of $700,000, which matured on July 5, 2024 and is convertible into Shares after the date that is six (6) months after the date of issuance at a conversion price of $0.10 per Share; and (iii) the issuance of a convertible promissory note in the principal amount of $154,250, which matured on July 5, 2024, and is convertible into Shares after the date that is six (6) months after the date of issuance at a conversion price of $0.10 per Share. On December 31, 2024 the balance owed to the software developer was $854,000. These notes were non-interest-bearing. This note was in default as of December 31, 2024. On August 15, 2025, the Company settled a note payable to one of its principal shareholders through the issuance of common shares valued at $66,000, resulting in a gain on debt settlement of $788,250. As of December 31, 2025, the shares had not yet been issued, and the amount has been recorded as stock subscription payable within the equity section of the balance sheet and included in the statement of stockholders’ equity. The Company is obligated to issue 2,000,000 common shares to settle the debt.

On March 4, 2024, the Company officially entered into a promissory note agreement that was dated March 1, 2024 with one subscriber (the “Holder”) to raise a net amount of $75,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the Holder (the “Promissory Note”). The Promissory Note is in the amount of $80,000, plus a one-time interest charge of 15% ($14,400), which began to accrue interest on the unofficial issuance date, is unsecured and matured on December 30, 2024. The Company also agreed to an original issuance discount of $16,000. The total amount of the Promissory Note is $110,400 (including principal and interest). The note is to be paid by various balloon payments of $55,200 due on August 30, 2024 and payments of $13,800 on the 30th of each month starting September 30, 2024. There is a five-day grace period with respect to each payment. During the three months ended March 31, 2025 the balance of $43,200 was converted to shares.

On June 11, 2024, the Company entered into a Convertible Loan Agreement (the “Agreement”) with a holder for a principal amount of $375,000. The Agreement bears interest at 10% per annum and was originally scheduled to mature on June 11, 2025. Under the terms of the Agreement, in the event of default, the outstanding balance would become immediately due and payable, and the holder would have the right to convert all or any portion of the unpaid principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.025 per share. Additionally, any outstanding loan amount at the time of default would increase by 30%, and repayment in cash during such an event would require payment of 130% of the then-outstanding principal, plus accrued and unpaid interest and any applicable default interest.

On June 5, 2025, the Company received an additional $50,000 under the existing Agreement, subject to the same terms and conditions as the original loan, increasing total proceeds to $425,000. Following the original lender’s death in quarter 3, the lender’s spouse assumed his rights and obligations under the Agreement. On July 10, 2025, the spouse executed an amendment to the Convertible Loan Agreement, extended the maturity date to July 10, 2026. On July 10, 2025, the Company received an additional $100,000 under the amended Agreement increasing the total principal amount to $600,000, and revising the conversion price to $0.20 per share. On October 21, 2025 the company received an additional $50,000 and on December 10, 2025 an additional $75,000 was received. All other terms and conditions remained substantially unchanged. As of March 31, 2026 and December 31, 2025, the outstanding principal was $650,000 and accrued interest totaled $82,877 and $68,123 respectively.

On June 09, 2025, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $107,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $123,050, plus a one-time interest charge of 12% ($14,766), which accrues on the issuance of the promissory note, is unsecured and matured on April 15, 2026. The Company also agreed to an original issuance discount of $16,050. The total amount of the promissory note of $137,816 (including principal, interest and fees) will be repaid in ten payments each in the amount of $13,781.60, the first payment is due on July 15, 2025, with nine subsequent payments each month thereafter. Upon the occurrence and during the continuation of any Event of Default, the promissory note shall become immediately due and payable for an amount equal to 200% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (y) Default Interest. After any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as lowest trading price during the thirty trade days prior to the conversion date. As of December 31, 2025, the loan balance outstanding was $46,958, with accrued interest of $5,130. During the three months ended March 31, 2026, the Company repaid $27,563 of the outstanding balance and settled the remaining balance of $27,563 with issuance of 1,343,473 shares for fair value of $51,329.

On June 26, 2025, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $75,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $95,120, plus a one-time interest charge of 13% ($12,365), which accrues on the issuance of the promissory note, is unsecured and matured on April 30, 2026. The Company also agreed to an original issuance discount of $13,120. The total amount of the promissory note of $107,485 (including principal, interest and fees) will be repaid in five installments, the first payment is due on December 30, 2025 for $53,742.50, with four subsequent payments of $13,435.61 each month thereafter. There is a five-day grace period with respect to each payment. Upon the occurrence and during the continuation of any Event of Default, the promissory note shall become immediately due and payable for an amount equal to 200% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (y) Default Interest. After any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as lowest trading price during the thirty trade days prior to the conversion date. As of December 31, 2025, the loan balance outstanding was $45,904, with accrued interest of $4,817. During the three months ended March 31, 2026, the Company repaid $24,501 of the outstanding balance and settled the remaining balance of $26,872 with issuance of 1,917,810 shares for fair value of $49,791.

On August 27, 2025, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $75,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $95,120, plus a one-time interest charge of 13% ($12,365), which accrues on the issuance of the promissory note, is unsecured and matured on June 30, 2026. The Company also agreed to an original issuance discount of $13,120. The total amount of the promissory note of $107,485 (including principal, interest and fees) will be repaid in five installments, the first payment is due on February 28, 2025 for $53,742.50, with four subsequent payments of $13,435.61 each month thereafter. There is a five-day grace period with respect to each payment. Upon the occurrence and during the continuation of any Event of Default, the promissory note shall become immediately due and payable for an amount equal to 200% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (y) Default Interest. After any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as lowest trading price during the thirty trade days prior to the conversion date. As of December 31, 2025, the loan balance outstanding was $95,623, with accrued interest of $12,365. During the three months ended March 31, 2026, the Company repaid $75,485 of the outstanding balance and settled the remaining balance of $32,000 with issuance of 2,903,046 shares for fair value of $81,625.

On August 26, 2025, the Company issued a $150,000 convertible redeemable note to a subscriber, bearing interest at 6% per annum and maturing on August 26, 2026. The note included an original issue discount of $15,000, resulting in net proceeds of $135,000. Beginning six months after issuance, the Holder may convert all or part of the outstanding balance into common stock at 60% of the lowest trading price of the shares during the twenty trading days preceding conversion. During the three months ended March 31, 2026, the Company settled $90,000 of the outstanding balance with issuance of 5,019,685 shares for fair value of $219,930. As of March 31, 2026 and December 31, 2025, the outstanding principal balance under the note was $150,000, and accrued interest totaled $2,492 and $3,132 respectively.

On November 7, 2025, the Company issued a $120,000 convertible redeemable note to the Holder, bearing interest at 6% per annum and maturing on November 7, 2026. The note included an original issue discount of $17,000, resulting in net proceeds of $103,000. Beginning six months after issuance, the Holder may convert all or part of the outstanding balance into common stock at 60% of the lowest trading price of the shares during the twenty trading days preceding conversion. As of March 31, 2026 and December 31, 2025, the outstanding principal balance under the note was $120,000, and accrued interest totaled $2,841 and $1,065 respectively.

On November 19, 2025, the Company issued a $110,000 convertible redeemable note to the Holder, plus one-time interest charge of 12% ($13,200), which accrues on the issuance of the promissory note and matures on November 19, 2026. The note included an original issue discount of $10,000, resulting in net proceeds of $81,000. Beginning six months after issuance, the Holder may convert all or part of the outstanding balance into common stock at 60% of the lowest trading price of the shares during the twenty trading days preceding conversion. On December 27, 2025 a payment on principal was made for $12,000 as per the terms of the agreement. The Company repaid $36,000 during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, the outstanding principal balance under the note was $74,000 and $110,000 respectively, and accrued interest totaled $1,200 and $1,200 respectively.

On November 20, 2025, the Company issued a $110,000 convertible redeemable note to the Holder, plus one-time interest charge of 8% ($8,800), which accrues on the issuance of the promissory note and matures on November 20, 2026. The note included an original issue discount of $13,500, resulting in net proceeds of $96,500. Beginning six months after issuance, the Holder may convert all or part of the outstanding balance into common stock at 60% of the lowest trading price of the shares during the twenty trading days preceding conversion. As of March 31, 2026 and December 31, 2025, the outstanding principal balance under the note was $110,000 and $110,000 respectively, and accrued interest totaled $8,800 and $8,800 respectively.

On December 15, 2025, the Company issued a $140,000 convertible redeemable note to the Holder, plus one-time interest charge of 10% ($14,000), which accrues on the issuance of the promissory note and matures on December 15, 2026. The note included an original issue discount of $15,000, resulting in net proceeds of $125,000. Beginning six months after issuance, the Holder may convert all or part of the outstanding balance into common stock at 60% of the lowest trading price of the shares during the twenty trading days preceding conversion. The Company repaid $42,000 during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, the outstanding principal balance under the note was $98,000 and $140,000, and accrued interest totaled $14,000 and $14,000 respectively.

On January 14, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $73,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $80,000 bearing interest at 12% per annum is unsecured and matures on January 14, 2027. The Company also agreed to an original issuance discount of $7,000. The total amount of the promissory note of $80,000 (including principal, interest and fees) will be repaid in six installments, the first payment is due on July 15, 2026 for $14,933.34, with five subsequent payments of $14,933.34 each month thereafter. There is a five-day grace period with respect to each payment. At and after any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as 65% of the lowest trading price during the fifteen trade days prior to the conversion date. As of March 31, 2026, the loan balance outstanding was $80,000, with accrued interest of $1,732.

On February 3, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $82,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $95,120, plus a one-time interest charge of 13% ($12,365), which accrues on the issuance of the promissory note, is unsecured and matures on December 15, 2026. The Company also agreed to an original issuance discount of $13,120. The total amount of the promissory note of $95,120 (including principal, interest and fees) will be repaid in five installments, the first payment is due on August 15, 2026 for $53,742.50, with four subsequent payments of $13,435.61 each month thereafter. There is a five-day grace period with respect to each payment. Upon the occurrence and during the continuation of any Event of Default, the promissory note shall become immediately due and payable for an amount equal to 200% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (y) Default Interest. After any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as 65% of the lowest trading price during the ten trade days prior to the conversion date. As of March 31, 2026, the loan balance outstanding was $95,120, with accrued interest of $12,365.

On March 2, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $125,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $137,500 bearing an interest at 10% per annum is unsecured and matures on March 2, 2027. The Company also agreed to an original issuance discount of $12,500. The total amount of the promissory note of $137,500 (including principal, interest and fees) will be paid on maturity date of March 2, 2027. At any time before full payment of the promissory note, the outstanding balance can be converted into common shares at conversion rate of greater of $0.02 or 60% of the volume weighted average price of the common shares for the ten trading days immediately preceding the conversion date. As of March 31, 2026, the loan outstanding was $137,500, with accrued interest of $1,025.

On March 4, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $98,436, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $114,460, plus a one-time interest charge of 14% ($16,024), which accrues on the issuance of the promissory note, is unsecured and matures on January 15, 2027. The Company also agreed to an original issuance discount of $17,460. The total amount of the promissory note of $114,460 (including principal, interest and fees) will be repaid in ten payments each in the amount of $13,048.40, the first payment is due on April 15, 2026, with nine subsequent payments each month thereafter. There is a five-day grace period with respect to each payment. Upon the occurrence and during the continuation of any Event of Default, the promissory note shall become immediately due and payable for an amount equal to 200% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (y) Default Interest. After any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as 65% of the lowest trading price during the ten trade days prior to the conversion date. As of March 31, 2026, the loan balance outstanding was $114,460, with accrued interest of $16,024.

On March 5, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $108,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $120,000, bears an interest rate of 12% per annum, is unsecured and matures on March 5, 2027. The Company also agreed to an original issuance discount of $12,000. The total amount of the promissory note of $120,000 (including principal, interest and fees) will be paid on maturity date of March 5, 2027. At any time after cash payment or the sixth monthly anniversary of the promissory note, the outstanding balance can be converted into common shares at conversion rate of 60% of the lowest trading price of the common shares for the twenty trading days immediately preceding the conversion date. As of March 31, 2026, the loan outstanding was $120,000, with accrued interest of $1,026.

On March 26, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $108,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $120,000, bears an interest rate of 6% per annum, is unsecured and matures on March 26, 2027. The Company also agreed to an original issuance discount of $12,000. The total amount of the promissory note of $120,000 (including principal, interest and fees) will be paid on maturity date of March 26, 2027. At any time after the sixth monthly anniversary, the outstanding balance can be converted into common shares at conversion rate of 60% of the lowest trading price of the common shares for the twenty trading days immediately preceding the conversion date. As of March 31, 2026, the loan outstanding was $120,000, with accrued interest of $99.

8. DERIVATIVE LIABILITIES

The Company has various convertible notes outstanding that requires derivative liability considerations for its conversion features.

The following table summarizes the changes in derivative liability:

Description	March 31, 2026			December 31, 2025
Derivative Liability beginning balance	$	1,828,934		$	40,941
Initial recognition of derivatives		1,163,259			2,214,428
Change in fair value		1,566,067			(385,493	)
Settlements/conversions		(512,593	)		(40,942	)
Derivative Liability ending balance	$	4,045,667		$	1,828,934

During the three months ended March 31, 2026, the Company recognized a loss of $1,566,067 from increase in the fair value of its derivative liabilities, a loss of $597,259 from initial recognition of derivatives and gain of $ 512,593 on settlement of derivative liabilities. These losses are included in the consolidated statement of operations.

Derivative liability is recognized as a present obligation determined using valuation techniques that rely on market-based or model-based assumptions, and may not require settlement in the form of cash or transfer of assets. Its actual settlement amount and timing are variable and contingent on underlying factors. The following table summarizes the weighted average key inputs used in the Black-Scholes model for all outstanding conversion feature derivative liabilities as of the measurement dates:

Input	March 31, 2026			December 31, 2025
Stock price	$	0.030		$	0.046
Exercise price (conversion price)	$	0.0066 to $0.04		$	0.0174 to 1.00
Risk-free interest rate		3.68	%		3.48	%
Expected term (years)		0.28 to 4.641			0.29 to 4.89
Expected volatility		190.91% to 271.79	%		174.89% to 216.66	%
Dividend yield		0	%		0	%

9. DEFERRED REVENUE

Prior to December 31, 2024, the Company received $77,700 cash from customers as deposits for work to be performed for discontinued operations. As of December 31, 2025, the products had not been delivered to the customers, therefore the deposits have been reclassified as deposits payable.

During the year ended December 31, 2025 the Company received $500,000 towards 12-month consulting contract. The company has recognized ten months of this revenue, resulting in $416,667 in reduction to the deposit received.

See table below for transactions that occurred during the three months ended March 31, 2026 and the year ended December 31, 2025:

SCHEDULE OF DEFERRED REVENUE

	March 31, 2026			December 31, 2025
Opening	$	83,333		$	77,700
Transfers to deposits payable		-			(77,000	)
Customer deposits received		-			500,000
Consulting fee earned		(83,333	)		(416,667	)
Total deferred revenue	$	-		$	83,333

10. COMMITMENTS AND CONTINGENCIES

Contingent Commitments

The Company entered into a rental agreement with a related party on August 23, 2021, for its corporate office address on 3250 Oakland Hills Court, Fairfield, California, 94534. The lease expired on August 31,2022; it was originally for one year at a rate of $2,000/month. Since its expiration there has been no formal agreement written to extend the rent arrangement, but it is informally extended on a month-to-month basis. During 2025 and 2024, a total of $24,000 was incurred for lease expense because of this. This lease arrangement is considered temporary due to the projected expansion of its business and may not be suitable within a 1-year period. The Company therefore is evaluating its lease needs on a year-to-year basis, and the lease is therefore exempt from ASC 842.

Pledged Receivable

In 2019, the Company agreed to pledge the collections of a specific uncollected customer invoice in the amount of $752,500 as collateral for a loan made by LarCo Holdings, LLC (“LarCo”), an unrelated party, to a vendor of the Company (the “Vendor”) and a former executive. The Company subsequently executed acknowledgments in connection with amendments to the loan dated July 2, 2019, July 8, 2020, April 1, 2021, and April 17, 2023, each confirming the same conditional undertaking: should the Company collect on the pledged invoice, in whole or in part, it would remit the proceeds of that collection to LarCo to be applied against the vendor loan. The Company has never collected on the specified customer invoice, and no amount related to the invoice was included in gross accounts receivable at March 31, 2026 and December 31, 2025. The Company is party to litigation related to this arrangement, as described below.

LarCo Holdings, LLC Litigation

On July 31, 2024, LarCo filed a complaint in the Superior Court of the State of Arizona, Maricopa County (Case No. CV2024-020438), against the Company; the Vendor; certain current and former executives and affiliates of the Vendor and of the Company’s predecessor entities, and their spouses; and other defendants. The claims arise from the 2019 private loan transaction described above, to which the Company was not a party. The Company’s undertaking in connection with that loan was conditional upon actual collection of the pledged invoice, which has not occurred. Accordingly, the Company believes it has no independent payment obligation to LarCo under the acknowledgment.

On June 13, 2025, judgment on the loan was entered in LarCo’s favor against the Vendor and a former executive of the Company’s predecessor, and on September 17, 2025, an amended judgment was entered against those parties in the approximate amount of $1.57 million. The Company was not a party to, and has no liability under, that judgment.

On January 15, 2026, subsequent to the balance sheet date, LarCo filed a First Verified Amended Complaint (the “Amended Complaint”) asserting claims against the Company for breach of contract, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, fraud-based claims, conversion, unjust enrichment, and aiding and abetting. As against the Company, the Amended Complaint seeks, among other things, $752,500 in respect of the pledged invoice; joint and several liability for the approximately $1.57 million judgment previously entered against the co-defendants described above; $1,875,000 asserted against all defendants in respect of certain pledged shares; punitive damages; and attorneys’ fees and costs. LarCo has also asserted purported rights, as a judgment creditor of the Vendor and the former executive, against amounts allegedly owed by the Company to those parties. The Company disputes that it owes any amounts subject to such claims, disputes the validity and enforceability of the asserted rights as against the Company, and has formally responded accordingly.

The Company believes the claims asserted against it are without merit, disputes the factual premises of the fraud-related allegations, and intends to defend the matter vigorously, including through dispositive motions. The Company is evaluating all rights, remedies, claims, and counterclaims available to it arising from this matter and reserves all such rights.

Management has determined that a loss related to this matter is not probable and that the amount or range of any reasonably possible loss cannot be estimated at this time, principally because dispositive motions directed at the claims that would define any such range remain to be adjudicated and the damages theories asserted are disputed. Accordingly, no loss contingency has been recorded in respect of this matter as of March 31, 2026.

11. LEASE LIABILITY/RIGHT OF USE ASSET

The Company entered into an operating lease for its office premises beginning July 15, 2025, and expiring July 31, 2028. Monthly rent payments range from $7,500 to $12,000 over the lease term, totaling $404,500. At commencement, the Company recognized a right-of-use asset and lease liability of approximately $326,462, based on the present value of future lease payments using an incremental borrowing rate of 13%.

Lease expense is recognized on a straight-line basis over the lease term. For the year ended March 31, 2026, total lease expense was approximately $82,723. The lease agreement also provides the Company with an option to purchase the leased property for $1,500,000 at any time within 18 months from the effective date of the lease, subject to providing 90 days’ notice and maintaining timely rent payments as defined in the lease.

The future minimum operating lease payments as of March 31, 2026, are as follows:

Year Ending December 31	Amount ($)
2026		103,500
2027		144,000
2028		84,000
Total Lease Payments		331,500
Less: Imputed Interest		(37,709	)
Present Value of Lease Liability		293,791

12. RELATED PARTY TRANSACTIONS

On January 22, 2018, the Company appointed James Geiskopf as Lead Director. On June 28, 2024, James resigned from the Company’s Board of Directors. As of December 31, 2025 and March 31, 2026, the Company has accounts payable and accrued expenses owed to this related party of $99,244.

On April 1, 2021, the Company appointed Cameron Chell as Executive Chairman. On December 19, 2024, Cameron resigned from the Company’s Board of Directors. As of March 31, 2026 and December 31, 2025, the Company had accounts payable and accrued expenses owed to this related party of $130,032.

Our former Chairman, Cameron Chell (“Mr. Chell”) is the founder of Business Instincts Group, Inc. (“BIG”), a firm in the business of guiding early-stage ventures. On April 1, 2021, Mr. Chell was appointed Executive Chairman of the Company. On December 19, 2024, Mr. Chell resigned from the Company’s Board of Directors. Following his resignation from the Board, Mr. Chell was appointed chairman of the Company’s advisory board, a position he continues to hold as of the date of this Annual Report. During 2024, in the normal course of preparing the Company’s financial statements and evaluating historical transactions, the Company determined that Mr. Chell was a related party of the Company at the time certain obligations to BIG and to Mr. Chell individually were incurred. As a result, BIG and Mr. Chell are treated as related parties for purposes of this disclosure.

As of March 31, 2026 and December 31, 2025, the Company had recorded accounts payable and accrued expense balances in connection with BIG and Mr. Chell in the aggregate amount of $672,524, consisting of $542,492 recorded in respect of BIG and $130,032 recorded in respect of Mr. Chell in his former capacity as Executive Chairman.

The entire aggregate balance is currently disputed. Because Mr. Chell’s related-party status was not identified at the time the underlying obligations were incurred, both in his capacity as founder of BIG and in his capacity as Executive Chairman of the Company. The Company is unable to confirm that the recorded balances were properly authorized, appropriately valued, or incurred in accordance with the Company’s related-party transaction policies and applicable governance requirements. Accordingly, the amounts, if any, that may ultimately be determined to be due and owing to BIG or Mr. Chell are subject to ongoing review and negotiation between the parties, including consideration of the Company’s right to offset against such amounts any costs and damages incurred as a result of the failure to identify and disclose the related-party relationship at the time the obligations were incurred. Until these matters are resolved, the full recorded aggregate balance of $672,524 should be considered contingent and not an established obligation of the Company.

On December 4, 2018, the Company appointed Swapan Kakumanu as Chief Financial Officer. On March 5, 2025, Swapan resigned from the Company. As of March 31, 2026 and December 31, 2025, the Company had no accounts payable and accrued expenses owed to him.

On October 9, 2017, the Company signed an agreement with RTB LLP. a company owned by Swapan Kakumanu to provide accounting services. On December 31, 2024 the company owed a balance of $117,476 to RTB LLP. On August 15, 2025, the company settled this debt by the issuance of 1,174,760 shares at price of $0.04 per share, however these shares had not yet been issued, and accordingly, the balance owed was reclassified to the Stock subscription payable” account within stockholders’ equity and resulting in zero balance due at December 31, 2025 and March 31, 2026.

On August 1, 2022, the Company appointed Scott Gallagher as President. As of December 31, 2025 and 2024, the Company had accounts payable and accrued expenses owing to this related party of $79,402.

13. WARRANTS

A related party cancelled warrants outstanding during 2024. All warrants outstanding on December 31, 2025 and December 31, 2024, have strike prices denominated in USD and met the criteria of equity instruments, therefore no derivative accounting necessary to determine a fair value. The following table summarizes changes in warrant outstanding in each period:

	March 31, 2026		December 31, 2025
Outstanding at beginning of year		7,437,500		4,687,500
Issuances		-		2,750,000
Cancellations		-		-
Expirations		-		-
Outstanding at end of period		7,437,500		7,437,500
Weighted Average Price	$	0.65	$	0.52
Weighted Average Remaining Years Outstanding		0.41		0.66

14. SHARE CAPITAL

On January 6, 2024, the Company issued 920,000 shares of common stock of the Company at a deemed price of $0.02 per share in settlement of amounts owed for services totaling $18,400. We issued these shares to Scott Gallagher, the president of our company.

On March 1, 2024, the Company issued 2,500,000 shares of common stock of the Company at a price of $0.02 per share for aggregate gross proceeds of $50,000. The purchaser is one individual investor. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On March 1, 2024 the Company converted $25,000 of debt into 625,000 shares of our common stock at a value of $.04 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On March 1, 2024 the Company issued 4,600,000 shares of our common stock in payment for a one-year production and media broadcast agreement valued at $184,000.

On June 7, 2024 the company converted $15,000 of debt into 1,499,400 shares of our common stock at a value of $.01 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On June 20, 2024 the Company converted $15,000 of debt into 1,704,545 shares of our common stock at a value of $.009 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On June 27, 2024 the Company converted $15,000 of debt into 2,138,275 shares of our common stock at a value of $.007015 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On July 4, 2024 the Company converted $10,125 of debt into 3,164,063 shares of our common stock at a value of $.0032 per share of $.0057 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On January 2, 2025 the Company converted $12,000 of debt into 3,000,000 shares of our common stock at a value of $.004 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On February 10, 2025 the Company converted $12,000 of debt into 3,000,000 shares of our common stock at a value of $.004 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On February 18, 2025 the Company converted $10,000 of debt into 2,439,024 shares of our common stock at a value of $.0041 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On March 4, 2025 the Company converted $9,200 of debt into 1,533,333 shares of our common stock at a value of $.006 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On February 27, 2026, the Company converted $16,453 of debt into 739,160 shares of its common stock at a value of $0.044 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On March 4, 2026, the Company converted $57,717 of debt into 2,772,229 shares of its common stock at a value of $0.054 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On March 5, 2026, the Company converted $14,000 of debt into 615,385 shares of its common stock at a value of $0.042 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On March 9, 2026, the Company converted $16,564 of debt into 728,088 shares of its common stock at a value of $0.035 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On March 16, 2026, the Company converted $15,000 of debt into 923,077 shares of its common stock at a value of $0.027 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On March 18, 2026, the Company converted $14,871 of debt into 994,733 shares of its common stock at a value of $0.025 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On March 20, 2026, the Company converted $15,000 of debt into 1,131,222 shares of its common stock at a value of $0.033 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On March 23, 2026, the Company converted $20,000 of debt into 1,771,824 shares of its common stock at a value of $0.025 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

On March 24, 2026, the Company converted $21,687 of debt into 1,508,296 shares of its common stock at a value of $0.025 per share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.

Shares to be issued

On March 12, 2025 the company entered into an agreement for a private placement for 10,000,000 shares of the Company’s common stock at a price of $0.05 per share for the total consideration of $50,000. The consideration was received however the shares were not issued. The Company intends to issue these shares before September 30, 2026. The amount is reported as a stock subscription payable in the equity section of the balance sheet and on the statement of stockholders equity.

On June 16, 2025 the company entered into an agreement for a private placement for 2,500,000 shares of the Company’s common stock at a price of $0.02 per share for the total consideration of $50,000. The consideration was received however the shares were not issued. The Company intends to issue these shares before September 30, 2026. The amount is reported as a stock subscription payable in the equity section of the balance sheet and on the statement of stockholder’s equity.

On July 04, 2025, the Company and one of its vendors agreed to settle an outstanding payable of $15,000 through the issuance of common shares. As of December 31, 2025, the shares had not yet been issued, and the amount has been reported as stock subscription payable within the equity section of the balance sheet and on the statement of stockholders’ equity.

On August 15, 2025, the Company and one of its vendors agreed to settle an outstanding payable of $100,000 through the issuance of common shares, however these shares have not yet been issued, and accordingly, the balance owed was reclassified to the Stock subscription payable” account within stockholders’ equity at December 31, 2025. Upon closing a gain on debt settlement of $34,000 was recorded.

On August 15, 2025, the Company and one of its vendors agreed to settle an outstanding payable of $117,476 through the issuance of common shares, however these shares have not yet been issued, and accordingly, the balance owed was reclassified to the Stock subscription payable” account within stockholders’ equity at December 31, 2025.

On August 15, 2025, the Company and one of its vendors agreed to settle an outstanding payable of $24,000 through the issuance of common shares. As of December 31, 2025, the shares had not yet been issued, and the amount has been reported as stock subscription payable within the equity section of the balance sheet and on the statement of stockholders’ equity.

Refer to note 12 for the shares issued to a related party.

Refer to note 7 for the shares to be issued to the note holder in settlement of notes payable.

15. STOCK-BASED COMPENSATION

The Company has adopted the 2017 Equity Incentive Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees, or consultants of the Company. The terms of the Plan provide that our board of directors may grant options to acquire common shares of the Company at not less than 100% of the greater of: (i) the fair market value of the shares underlying the options on the grant date and (ii) the fair market value of the shares underlying the options on the date preceding the grant date at terms of up to ten years. No amounts are paid or payable by the recipient on receipt of the options. On June 30, 2023, the maximum number of options available for grant was increased to 28,300,000 shares. On December 31, 2025 and 2024, there are 24,213,334 stock options issued and outstanding.

The Company has also granted stock options to non-employees. These stock options were granted to consultants who have provided their services for cash compensation below cost, with the stock options providing additional compensation in lieu of cash.

On February 10, 2021, the Company granted a total of 2,066,666 stock options to consultants. The stock options are exercisable at the exercise price of $1.17 per share for a period of ten years from the date of grant. The stock options have a fair value of $1.09 and are exercisable as follows:

	(i)	1/3 on the first anniversary date;
	(ii)	1/3 on the second anniversary date; and
	(iii)	1/3 on the third anniversary date.

On March 19, 2021, the Company granted a total of 180,000 stock options to a consultant. The stock options are exercisable at the exercise price of $3.19 per share for a period of ten years from the date of grant. The stock options have a fair value of $2.88 and are exercisable as follows:

	(i)	1/3 on the first anniversary date;
	(ii)	1/3 on the second anniversary date; and
	(iii)	1/3 on the third anniversary date.

On May 5, 2021, the Company granted a total of 180,000 stock options to a consultant. The stock options are exercisable at the exercise price of $1.78 per share for a period of ten years from the date of grant. The stock options have a fair value of $1.65 and are exercisable as follows:

	(i)	1/3 on the first anniversary date;
	(ii)	1/3 on the second anniversary date; and
	(iii)	1/3 on the third anniversary date.

On June 15, 2021, the Company granted a total of 2,900,000 stock options to a consultant. The stock options are exercisable at the exercise price of $1.16 per share for a period of ten years from the date of grant. The stock options have a fair value of $1.07 and are exercisable as follows:

	(i)	1/3 on the first anniversary date;
	(ii)	1/3 on the second anniversary date; and
	(iii)	1/3 on the third anniversary date.

On September 6, 2022, 180,000 stock options held by a consultant were forfeited.

On August 26, 2022, the Company granted a total of 8,300,000 stock options to officers and directors of the Company. The stock options are exercisable at the exercise price of $0.09 per share for a period of ten years from the date of grant. The stock options have a fair value of $0.0780 and are exercisable as follows:

	(i)	1/2 the date of the grant; and
	(ii)	1/2 on the first anniversary date.

On August 26, 2022, the Company granted a total of 1,000,000 stock options to an officer of the Company. The stock options are exercisable at the exercise price of $0.09 per share for a period of ten years from the date of grant. The stock options have a fair value of $0.0780 and are exercisable as follows:

	(i)	1/3 the date of the grant;
	(ii)	1/3 on the first anniversary date; and
	(iii)	1/3 on the second anniversary date.

On February 22, 2023, the Company granted a total of 750,000 stock options to an officer of the Company. The stock options are exercisable at the exercise price of $0.11 per share for a period of ten years from the date of grant. The stock options have a fair value of $0.083 and are exercisable as follows:

	(i)	1/3 the first anniversary date of the grant;
	(ii)	1/3 on the second anniversary date; and
	(iii)	1/3 on the third anniversary date.

On April 21, 2023, the Company granted a total of 7,000,000 stock options to officers and directors of the Company. The stock options are exercisable at the exercise price of $0.09 per share for a period of ten years from the date of grant. The stock options have a fair value of $0.089 and are exercisable Immediately at issuance.

On April 21, 2023 the Company granted a total of 2,500,000 stock options to consultants of the Company. The stock options are exercisable at the exercise price of $0.09 per share for a period of ten years from the date of grant. The stock options have a fair value of $0.089 and are exercisable Immediately at issuance.

	(i)	1/3 on the date of the grant;
	(ii)	1/3 on the first anniversary date; and
	(iii)	1/3 on the second anniversary date.

On April 21, 2023 the Company granted a total of 1,500,000 stock options to a consultant of the Company. The stock options are exercisable at the exercise price of $0.09 per share for a period of ten years from the date of grant. The stock options have a fair value of $0.089 and are exercisable Immediately at issuance.

	(i)	500,000 on the date of the grant; and
	(ii)	1,000,000 on the third anniversary date.

On January 6, 2024, the Company granted a total of 9,000,000 stock options to directors, officers and consultants of the Company. The stock options are exercisable at the exercise price of $0.02 per share for a period of ten years from the date of grant. The stock options have a fair value of $0.01. The options vested immediately upon issuance.

On April 8, 2025, the Company granted a total of 2,000,000 stock options to directors, officers and consultants of the Company. The stock options are exercisable at the exercise price of $0.02 per share for a period of ten years from the date of grant. The stock options have a fair value of $0.01. The options vested immediately upon issuance.

Stock-based compensation expense recognized for the three months ended March 31, 2026 was $12,764 (2025 - $24,378). Stock options granted are valued using a fair value calculation based on the Black-Scholes valuation model. The weighted average assumptions used in the calculation are as follows:

	Year ended December 31, 2025
Share price	$	0.012
Exercise price	$	0.02
Time to maturity (years)		10
Risk-free interest rate		4.26	%
Expected volatility		290.36	%
Dividend per share	$	0.00
Forfeiture rate		-

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options		Weighted Average Grant-Date Fair Value ($)		Weighted Average Exercise Price ($)		Weighted Average Remaining Life (Yrs)
Options outstanding, December 31, 2024		33,213,334		0.10		0.10		7.80
Granted		2,000,000		0.01		.02		9.27
Cancelled		-		-		-		-
Options outstanding, December 31, 2025		35,213,334		0.09		0.10		6.98
Options exercisable, December 31, 2025		33,129,998		0.09		0.10		6.96
Options outstanding, March 31, 2026		35,213,334		0.09		0.10		6.73
Options exercisable, March 31, 2026		33,129,998		0.09		0.10		6.71

As vesting conditions are not wholly dependent on the employee and there is no timeline for them, for accounting purposes, the fair value is calculated and the expense is recognized upon the achievement of the milestones.

Nonvested options are valued at the date of the grant at the fair value of the common stock and are expensed over the vesting period. As at the grant date of the nonvested options, the fair value of the common stock was based upon the issuance of the founder shares at $0.0001 per share.

16. INCOME TAXES

For all results of operations to date, there has been no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.

As of March 31, 2026 and December 31, 2025, the Company had net operating loss carry forwards of approximately $7,258,057 and $6,611,460, respectively. The carry forwards expire through the year 2045. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

The Tax Cuts and Jobs Act was enacted on December 22, 2017, which reduced the U.S. corporate statutory tax rate from 35% to 21% beginning on January 1, 2018. We used 21% as an effective federal rate, and 1.5% as an effective state rate. Tax computations are as follows:

SCHEDULE OF TAX COMPUTATIONS

	For the Three months Ended			For the Three months Ended
	March 31, 2026			March 31, 2025
Net income (loss) before taxes	$	(2,437,157	)	$	(23,068	)
Adjustments to arrive at taxable income/loss
Permanent differences:		12,764			24,378
Temporary differences:		1,566,067			-
Taxable income (loss)		(858,326	)		1,310

Current Year Taxable income (loss)		(858,326	)		1,310
NOL carried forward prior year (tax return)		(6,611,460	)		(5,534,653	)
NOL carried forward at period end		(7,469,786	)		(5,533,343

Deferred Tax Asset - Federal Rate (21%)		180,248			275
Deferred Tax Asset - State Rate (1.5%)		12,875			20
Total Deferred Tax Asset		193,123			295

Valuation Allowance		(193,123	)		(295	)
Deferred tax per books	$	-		$	-

The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax effect of significant components of the Company’s deferred tax assets at March 31, 2026 and March 31, 2025, are as above.

In assessing the ability to realize the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

The returns filed from the year 2019 going forward are subject to examination by the IRS. The Company has not received any notification from the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.

17. NON-CONTROLLING INTEREST

On March 15, 2023, the Company signed an agreement with its partner in the jointly owned subsidiary EnderbyWorks, LLC to become the 100% owner of this entity. The agreement includes a secured promissory note receivable due to the Company by Enderby Entertainment in the amount of $1,828,000. The note receivable has an annual interest rate of 8% and was due on July 6, 2024. There is also a royalty clause on the existing assets that EnderbyWorks will pay the former partner 50% of the first $6,000,000 in net revenue, if revenues are generated in the future. The acquisition of the non-controlling interest in Enderby Works was received for no cash consideration and only the exchange of a note receivable due to the Company and a contingent royalty obligation owed to Enderby Entertainment by Enderby Works should it generate revenues in the future.

The following table sets forth a summary of the changes in non-controlling interest:

	March 31, 2026			December 31, 2025
Non-controlling interest beginning of the period	$	(161,258	)	$	(161,258	)
Non-controlling interest end of period	$	(161,258	)	$	(161,258	)

18. SUBSEQUENT EVENTS

On June 30^th 2026, Braden Glasbergen resigned as the Company’s Chief Financial Officer, Treasurer and Secretary, effective immediately. Effective July 1, 2026, the Board of Directors appointed Scott Gallagher to serve as Interim Chief Financial Officer and W. Scott McBride to serve as Interim Treasurer and Secretary.

On April 21, 2026, the Company received a $50,000 payment from the client under its existing consulting agreement to renew the agreement for an additional one-year term. The agreement, originally effective March 1, 2025, permits the client to renew the engagement annually for a fee of $50,000. Under the agreement, the Company provides ongoing technical, operational and strategic consulting services related to the development and management of waste-to-energy facilities and related technologies.

The renewal payment was received after March 31, 2026 and, therefore, did not affect the Company’s financial statements for the three months ended March 31, 2026. The Company will account for the payment in accordance with ASC 606 and recognize the related revenue over the renewal term as the applicable consulting services are provided.

On May 14, 2026, May 26, 2026 and June 22, 2026, the Company entered into separate convertible promissory notes with an accredited investor and received proceeds of $50,000 under each note, for aggregate proceeds of $150,000. The notes bear interest at 10% per annum and mature on May 14, 2027, May 26, 2027 and June 22, 2027, respectively.

Each note may be repaid in cash for $55,000 or converted into shares of the Company’s common stock at a conversion price equal to the greater of: (i) $0.02 per share or (ii) 60% of the applicable volume-weighted average price. At maturity, each note may be extended for an additional one-year period upon payment of a $5,000 extension fee. The Company intends to use the proceeds for working capital and general corporate purposes. Because the notes were entered into after March 31, 2026, they did not affect the Company’s condensed consolidated financial statements for the three months ended March 31, 2026.

On May 19, 2026, the Company’s former independent registered public accounting firm notified the Company of its resignation. The resignation occurred after March 31, 2026 and, accordingly, did not affect the Company’s condensed consolidated financial statements for the three months ended March 31, 2026. The matters preceding the resignation principally involved differing views regarding the interpretation and presentation of certain legal-proceeding disclosures. The Company addressed those matters through analyses provided by its SEC disclosure counsel and litigation counsel. No material accounting error, illegal act or financial-statement disclosure deficiency requiring adjustment or corrective action was identified.

On May 28, 2026, following approval by the Audit Committee, the Company engaged M&K CPAS, PLLC (“M&K”) as its new independent registered public accounting firm. Under the engagement, M&K will audit the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024 and review the Company’s unaudited quarterly financial information for the interim periods included in its 2026 quarterly reports.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements regarding our business, customer prospects, or other factors that may affect future earnings or financial results that are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties which could cause actual results to vary materially from those expressed in the forward-looking statements. Investors should read and understand the risk factors detailed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“Annual Report”) and in other filings with the Securities and Exchange Commission.

We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. These risks include, among others: our proposed plan of operations; our financial and operating objectives and strategies to achieve them; the costs and timing of our services; our use of available funds; our capital and funding requirements; and our other financial or operating performances.

These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including our inability to efficiently manage our operations, general economic and business conditions, our negative operating cash flow, our ability to obtain additional financing, our ability to collect outstanding loans, increases in capital and operating costs, risks relating to regulatory changes or actions, and other risk factors discussed in our Annual Report on Form 10-K.

In this quarterly report, unless otherwise specified, all references to “shares” refer to shares of common stock in the capital of our company, and “we”, “us”, “the Company”, “our” and “Waste Energy” mean Waste Energy Corp. and its wholly-owned subsidiaries CurrencyWorks USA Inc., Energy Works, Inc. and EnderbyWorks LLC, and its 80% owned subsidiary Motoclub LLC, unless otherwise specified.

Overview

Waste Energy is a waste-to-energy company focused on converting plastic and tire waste into valuable energy products and environmental commodities. Our mission is to provide a sustainable and economically viable solution to the global plastic and tire waste crisis by utilizing advanced thermal conversion technology to transform waste materials into clean diesel fuel, carbon black, and synthetic gas. In addition to our core waste conversion business, we are actively developing a patent-pending AI-based emissions monitoring, management, and automated carbon credit creation technology to enhance transparency and efficiency in environmental markets.

Results of Operations

Three Months Ended March 31, 2026 compared to the Three Months Ended March 31, 2025

Revenue

During the three months ended March 31, 2026 we recognized total revenue of $83,333 generated, coming from our waste conversion business, for the period ending March 31,2026 revenue was generated from consulting services for our waste conversion business. We recognized total revenue of $41,667 for the three months ended March 31, 2025, coming from consulting services.

Operating Expenses

We incurred general and administrative expenses of $ 365,839 and $46,858 for the three months ended March 31, 2026 and 2025, respectively, representing an increase of $318,981 between the two periods. These expenses consisted primarily of stock-based compensation, consulting fees, professional fees, and other general and administrative costs. The increase is a result of increased business development costs associated with the build out of our Midland waste conversion business.

Net Profit (Loss) from Operations

We incurred net loss from operations of $312,506 and $5,191 for the three months ended March 31, 2026 and 2025, respectively, representing an increase in our net loss of $307,315, primarily attributable to the factors discussed above under the headings “Revenue” and “Operating Expenses”.

Other Income (Expense)

Other Expense was $2,124,651 compared to $17,877 for the three months ended March 31, 2026 and 2025, resulting in an increase of $2,106,774 for the period ended March 31,2026. The increase in expenses was a result of increased financing activities related to the build out of our Midland waste conversion business and loss on change in fair value of derivatives and loss on new and settled derivatives liabilties during the three months ended March 31, 2026.

Net and Comprehensive Profit (Loss)

Net loss attributable to Waste Energy was $2,437,157 compared to a net loss of $23,068 for the three months ended March 31, 2026 and 2025, respectively, representing an increase in net loss of $2,414,089. This is primarily attributable to the factors discussed above under the headings “Operating Expenses” and “Other Income (Expense) relating to increased development and financing activities related to the build out of the Midland waste conversion business.

Liquidity and Capital Resources

Working Capital

	As at March 31, 2026			As at December 31, 2025
Current Assets	$	98,908		$	99,744
Current Liabilities		(6,831,105	)		(4,597,087	)
Working Capital (Deficit)	$	(6,732,197	)	$	(4,497,343	)

Current Assets

Current assets on March 31, 2026, were comprised of cash and cash equivalents of $67,408, prepaid rent of $12,000, security deposit of $12,000 and accounts receivable net of $7,500.

Current assets on December 30, 2025, were comprised of cash and cash equivalents of $68,244, prepaid rent of $12,000, security deposit of $12,000 and accounts receivable net of $7,500.

Current Liabilities

On March 31, 2026, current liabilities were comprised of accounts payable and accrued expenses of $1,534,406 (related and unrelated parties), notes payable of $117,000, convertible notes payable $916,832, derivative liability of $4,045,667, current portion of lease liability of $139,500 and deposits payable of $77,700.

On December 31, 2025, current liabilities were comprised of accounts payable and accrued expenses of $1,497,767 (related and unrelated parties), notes payable $117,000, convertible notes payable $857,353, derivative liability of $1,828,934, and deferred revenue of $83,333.

Cash Flow

	Three months ended March 31, 2026			Three months ended March 31, 2025
Net cash provided from (used in) operating activities	$	(373,040	)	$	339,619
Net cash used in investing activities		-			(310,000	)
Net cash provided by financing activities		372,206			34,005
Net changes in cash and cash equivalents	$	(834	)	$	63,624

Operating Activities

Net cash used by operating activities was $373,040 for the three-month period ended March 31, 2026, compared to net cash used of $339,619 for the three-month period ended March 31, 2025, representing a decrease of $712,659. This decrease was primarily due to a $516,666 year over year decrease in deferred revenue and timing of settlement of accounts payable and accrued liabilities.

Investing Activities

Net cash used in investing activities was $nil for the three-month period ended March 31, 2026, compared to $310,000 for the same period in 2025, a decrease of $310,000. This decrease was primarily attributable to payments made to acquire a waste-to-energy machine during the three months ended March 31, 2025.

Financing Activities

Net cash provided by financing activities was $372,206 for the three months ended March 31, 2026, compared to $34,005 for the three months ended March 31, 2025, representing an increase of $338,201. The increase was primarily due to the Company proceeds from convertible notes during the three months ended March 31, 2026.

Cash Requirements

We expect that we will require between $750,000 and $900,000, including our current working capital, to fund our operating expenditures for the next twelve months. Our estimated general and administrative expenses for the next 12 months are comprised of: consulting fees, accounting services, board of directors and advisory board fees, investor relations consultants, public relations and marketing consultants, legal and professional fees (including auditing fees), insurance, marketing and advertising expenses, trade shows, travel expenses, and office rent and miscellaneous office expenses.

We will require additional cash resources to meet our planned capital expenditures and working capital requirements for the next 12 months. We expect to derive such cash through the sale of equity or debt securities or by obtaining a credit facility. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in debt service obligations, which could cause additional dilution to our stockholders, and could require us to agree to financial covenants that could restrict our operations or modify our plans to source new business opportunities. Financing may not be available for amounts at terms acceptable to us, if at all. Failure to raise additional funds could cause our company to fail.

Going Concern

The accompanying condensed interim consolidated financial statements have been prepared on a going concern basis. On a consolidated basis, the Company has incurred significant operating losses since its inception. For the period ended March 31, 2026 and 2025, the Company incurred net loss of $2,437,157 and $23,068, respectively. On March 31, 2026 and December 31, 2025, the Company has an accumulated deficit of $53,472,381 and $51,035,224, negative working capital of $6,732,197 and $4,497,343, respectively, and cash balances of $67,408 and $68,244, respectively. Further losses are anticipated as the Company pursues business opportunities, raising substantial doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Our principal executive officer, who is our president, and our principal financial officer, who is our interim chief financial officer, are responsible for establishing and maintaining disclosure controls and procedures for our company.

Our management conducted an evaluation, with the participation of our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this quarterly report on Form 10-Q. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that as of March 31, 2026 that the controls were ineffective.

Changes in Internal Control over Financial Reporting

There were personnel changes only and no other changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

LarCo Holdings, LLC Litigation

On July 31, 2024, LarCo Holdings, LLC (“LarCo”) filed a complaint in the Superior Court of the State of Arizona, Maricopa County (Case No. CV2024-020438), against the Company; a vendor of the Company (the “Vendor”); certain current and former executives and affiliates of the Vendor and of the Company’s predecessor entities, and their spouses; and other defendants. The claims arise from a 2019 private loan transaction between LarCo and the Vendor, to which the Company was not a party.

In connection with that loan, the Company executed an acknowledgment pursuant to which it agreed that, if the Company collected on a specific customer invoice in the amount of $752,500 that had been pledged as collateral for the Vendor loan, the Company would remit the proceeds of that collection to LarCo to be applied against the loan. The Company has never collected on the specified customer invoice, and the Company’s commitment to remit funds to LarCo was conditional upon such collection. Accordingly, the Company believes it has no independent payment obligation to LarCo under the acknowledgment.

On January 15, 2026, LarCo filed a First Verified Amended Complaint (the “Amended Complaint”) asserting claims against the Company for breach of contract, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, fraud-based claims, conversion, unjust enrichment, and aiding and abetting. As against the Company, the Amended Complaint seeks, among other things, $752,500 in respect of the pledged invoice; joint and several liability for the approximately $1.57 million judgment previously entered against the co-defendants described above; $1,875,000 asserted against all defendants in respect of certain pledged shares; punitive damages; and attorneys’ fees and costs.

In addition, LarCo has asserted purported rights, as a judgment creditor of the Vendor and a former executive of the Company’s predecessor, against amounts allegedly owed by the Company to such parties. The Company disputes that it owes any amounts subject to such claims, disputes the validity and enforceability of the asserted rights as against the Company, and has formally responded accordingly. No resolution of that assertion has been reached as of the date of this Annual Report.

Management has determined that a loss related to this matter is not probable and that the amount or range of any reasonably possible loss cannot be estimated at this time, principally because dispositive motions directed at the claims that would define any such range remain to be adjudicated and the damages theories asserted are disputed. Accordingly, the Company has not recorded a loss contingency in respect of this matter as of December 31, 2025.

Other Proceedings

From time to time, the Company may be party to or threatened with other litigation arising in the ordinary course of business. Other than as described above, management is not aware of any pending or threatened legal proceedings that are expected to have a material adverse effect on the Company.

ITEM 1A. RISK FACTORS.

As we are a smaller reporting company, we are not required to provide the information required by this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Since the beginning of the fiscal quarter ended March 31, 2026, we have not sold any equity securities that were not registered under the Securities Act of 1933, as amended, that were not previously reported in a quarterly report on Form 10-Q or a current report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

Exhibit Number		Description

(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (incorporated by reference from our Current Report on Form S-1, filed on March 30, 2011)
3.2		Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on August 23, 2017)
3.3		Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on February 15, 2018)
3.4		Articles of Merger dated effective September 3, 2019 (incorporated by reference from our Current Report on Form 8-K, filed on September 9, 2019)
3.5		Certificate of Amendment to Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K, filed on June 3, 2021)
3.6		Amended and Restated Bylaws (incorporated by reference from our Annual Report on Form 10-K, filed on April 15, 2022)
(10)		Material Contracts
10.1		Private Placement Subscription Agreement with Oceanside Strategies Inc. dated September 14, 2015 (incorporated by reference from our Current Report on Form 8-K, filed on September 15, 2015)
10.2		18% Unsecured Convertible Note with Oceanside Strategies Inc. dated September 14, 2015 (incorporated by reference from our Current Report on Form 8-K, filed on September 15, 2015)
10.3		Private Placement Subscription Agreement with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current Report on Form 8-K, filed on January 5, 2017)
10.4		18% Unsecured Convertible Note with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current Report on Form 8-K, filed on January 5, 2017)
10.5		Private Placement Subscription Agreement with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)
10.6		18% Unsecured Convertible Note with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)
10.7		Private Placement Subscription Agreement with Oceanside Strategies Inc. dated March 2, 2017 (incorporated by reference from our Current Report on Form 8-K, filed on March 24, 2017)
10.8		18% Unsecured Convertible Note with Oceanside Strategies Inc. dated March 2, 2017 (incorporated by reference from our Current Report on Form 8-K, filed on March 24, 2017)
10.9		Private Placement Subscription Agreement with Oceanside Strategies Inc. dated June 8, 2017 (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)
10.10		18% Unsecured Convertible Note with Oceanside Strategies Inc. dated June 8, 2017 (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)
10.11		Transfer Agreement dated August 21, 2017 with Blockchain Fund GP Inc. (incorporated by reference from our Current Report on Form 8-K filed on August 23, 2017)
10.12		Business Services Agreement with Business Instincts Group Inc. dated October 18, 2017. (incorporated by reference from our Current Report on Form 8-K filed on October 19, 2017)
10.13		Private Placement Subscription Agreement with Oceanside Strategies Inc. dated October 30, 2017 (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.14		10% Unsecured Convertible Note dated October 30, 2017 issued in connection with Private Placement Subscription Agreement with Oceanside Strategies Inc. dated October 30, 2017 (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

Exhibit Number

Description

10.15		Private Placement Subscription Agreement with Hospitality Investors Special Situation Group Pvt. Ltd. dated October 30, 2017 (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.16		10% Unsecured Convertible Note dated October 30, 2017 issued in connection with Private Placement Subscription Agreement with Hospitality Investors Special Situation Group Pvt. Ltd. dated October 30, 2017 (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.17		Form of Private Placement Subscription Agreement for Common Stock Offering (incorporated by reference from our Current Report on Form 8-K filed on October 31, 2017)
10.18		Loan Agreement dated November 20, 2017 with WENN Digital Inc. (incorporated by reference from our Current Report on Form 8-K filed on November 27, 2017)
10.19		Independent Consultant Agreement dated effective October 9, 2017 with Bruce Elliott (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)
10.20		Independent Consultant Agreement dated effective October 9, 2017 with Michael Blum (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)
10.21		Business Services Agreement dated effective December 29, 2017 with WENN Digital Inc. (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)
10.22		Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on March 14, 2018)
10.23		Amendment No. 1 to Business Services Agreement dated as of March 24, 2018 with WENN Digital Inc. (incorporated by reference from our Current Report on Form 8-K, filed on March 20, 2018)
10.24		Offer Letter dated January 22, 2018 with James P. Geiskopf (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.25		Offer Letter dated February 9, 2018 with Edmund C. Moy (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.26		2017 Equity Incentive Plan (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.27		Stock Option Agreement dated October 15, 2017 with James P. Geiskopf (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.28		Stock Option Agreement dated October 15, 2017 with Cameron Chell (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.29		Stock Option Agreement dated October 15, 2017 with Michael Blum (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.30		Stock Option Agreement dated October 15, 2017 with Bruce Elliott (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.31		Stock Option Agreement dated October 15, 2017 with Business Instincts Group Inc. (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.32		Stock Option Agreement dated February 9, 2018 with Edmund C. Moy (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.33		Indemnification Agreement dated December 20, 2017 with James P. Geiskopf (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.34		Indemnification Agreement dated December 20, 2017 with Cameron Chell (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.35		Indemnification Agreement dated December 20, 2017 with Michael Blum (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.36		Indemnification Agreement dated December 20, 2017 with Bruce Elliott (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.37		Indemnification Agreement dated February 9, 2018 with Edmund C. Moy (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)
10.38		Offer Letter dated May 17, 2018 with James Carter (incorporated by reference from our Registration Statement on Form S-1/A filed on July 17, 2018)

Exhibit Number

Description

10.39		Stock Option Agreement dated May 17, 2018 with James Carter (incorporated by reference from our Registration Statement on Form S-1/A filed on July 17, 2018)
10.40		Indemnification Agreement dated May 17, 2018 with James Carter (incorporated by reference from our Registration Statement on Form S-1/A filed on July 17, 2018)
10.41		Offer Letter dated June 22, 2018 with Alphonso Jackson (incorporated by reference from our Registration Statement on Form S-1/A filed on July 17, 2018)
10.42		Stock Option Agreement dated June 7, 2018 with Alphonso Jackson (incorporated by reference from our Registration Statement on Form S-1/A filed on July 17, 2018)
10.43		Indemnification Agreement June 22, 2018 with Alphonso Jackson (incorporated by reference from our Registration Statement on Form S-1/A filed on July 17, 2018)
10.44		Amendment Agreement dated effective as of June 25, 2018 to Business Services Agreement dated October 18, 2017 with Business Instincts Group Inc. (incorporated by reference from our Current Report on Form 8-K, filed on June 29, 2018)
10.45		Loan Agreement dated July 9, 2018 with Ryde Holding Inc. (formerly WENN Digital Inc.) (incorporated by reference from our Current Report on Form 8-K, filed on July 11, 2018)
10.46		Corporate Guaranty dated July 9, 2018 by Ryde GmbH (incorporated by reference from our Current Report on Form 8-K, filed on July 11, 2018)
10.47		Amendment No. 2 to Business Services Agreement dated as of July 9, 2018 with Ryde Holding Inc. (formerly WENN Digital Inc.) (incorporated by reference from our Current Report on Form 8-K, filed on July 11, 2018)
10.48		Loan Agreement entered into as of August 29, 2018 with Ryde GmbH (incorporated by reference from our Current Report on Form 8-K, filed on August 31, 2018)
10.49		Corporate Guaranty entered into as of August 29, 2018 by Ryde Holding Inc. (formerly WENN Digital Inc.) (incorporated by reference from our Current Report on Form 8-K, filed on August 31, 2018)
10.50		Security Agreement entered into as of August 29, 2018 with Ryde Holding Inc. (formerly WENN Digital Inc.) (incorporated by reference from our Current Report on Form 8-K, filed on August 31, 2018)
10.51		Security Assignment Agreement entered into as of August 29, 2018 with Ryde GmbH (incorporated by reference from our Current Report on Form 8-K, filed on August 31, 2018)
10.52		Master Services Agreement dated effective October 19, 2018 between ICOx USA, Inc. and BitRail, LLC (incorporated by reference from our Current Report on Form 8-K, filed on October 24, 2018)
10.53		Software Services Statement of Work dated effective October 19, 2018 between ICOx USA, Inc. and BitRail, LLC (incorporated by reference from our Current Report on Form 8-K, filed on October 24, 2018)
10.54		Amendment No. 3 to Business Services Agreement dated as of October 29, 2018 with Ryde Holding Inc. (incorporated by reference from our Current Report on Form 8-K, filed on October 31, 2018)
10.55		Amendment Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed on November 7, 2018)
10.56		Amendment Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed on November 7, 2018)
10.57		Amendment Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed on November 7, 2018)
10.58		Amendment Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed on November 7, 2018)
10.59		Amendment Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed on November 7, 2018)
10.60		2017 Equity Incentive Plan (incorporated by reference from our Current Report on Form 8-K, filed on November 23, 2018)

Exhibit Number

Description

10.61		Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on November 29, 2018)
10.62		Amendment to Independent Consultant Agreement dated December 4, 2018 with Michael Blum (incorporated by reference from our Current Report on Form 8-K, filed on December 4, 2018)
10.63		Master Services Agreement dated effective January 21, 2019 between ICOx USA, Inc. and FreedomCoin, LLC (incorporated by reference from our Current Report on Form 8-K, filed on February 4, 2019)
10.64		Software Services Statement of Work dated effective January 21, 2019 between ICOx USA, Inc. and FreedomCoin, LLC (incorporated by reference from our Current Report on Form 8-K, filed on February 4, 2019)
10.65		Stock Option Agreement dated October 15, 2017 with Red to Black Inc. (incorporated by reference from our Annual Report on Form 10-K, filed on March 26, 2019)
10.66		Stock Option Agreement dated June 8, 2018 with Red to Black Inc. (incorporated by reference from our Annual Report on Form 10-K, filed on March 26, 2019)
10.67		Independent Consultant Agreement dated effective December 4, 2018 with Swapan Kakumanu (incorporated by reference from our Annual Report on Form 10-K, filed on March 26, 2019)
10.68		Indemnification Agreement with Swapan Kakumanu (incorporated by reference from our Annual Report on Form 10-K, filed on March 26, 2019)
10.69		Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on May 20, 2019)
10.70		Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective October 9, 2017 between CurrencyWorks Inc. and Bruce Elliott (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)
10.71		Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated January 22, 2018 between CurrencyWorks Inc. and James P. Geiskopf (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)
10.72		Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated February 9, 2018 between CurrencyWorks Inc. and Edmund C. Moy (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)
10.73		Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated May 17, 2018 between CurrencyWorks Inc. and James Carter (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)
10.74		Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated June 22, 2018 between CurrencyWorks Inc. and Alphonso Jackson (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)
10.75		Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective October 9, 2017, as amended on November 30, 2018 and July 1, 2019 between CurrencyWorks Inc. and Michael Blum (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)
10.76		Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Business Services Agreement dated effective October 18, 2017 as amended on June 26, 2018 between CurrencyWorks Inc. and Business Instincts Group Inc. (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)
10.77		Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective December 4, 2018 between CurrencyWorks Inc. and Swapan Kakumanu (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)
10.78		Amendment to Loan Agreement and Termination of Business Services Agreement dated February 7, 2020 with Ryde GmbH and Ryde Holding Inc. (incorporated by reference from our Current Report on Form 8-K, filed on February 12, 2020)
10.79		Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on June 16, 2020)

Exhibit Number

Description

10.80		Business Services Agreement with Business Instincts Group Inc. dated December 10, 2020 (incorporated by reference from our Current Report on Form 8-K, filed on December 11, 2020)
10.81		Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on January 7, 2021)
10.82		Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on February 11, 2021)
10.83		Convertible Promissory Note with Fogdog Energy Solutions Inc. dated May 5, 2021 (incorporated by reference from our Current Report on Form 8-K, filed on May 6, 2021)
10.84		Amended 2017 Equity Incentive Plan (incorporated by reference from our Current Report on Form 8-K, filed on June 3, 2021)
10.85		Limited Liability Company Agreement dated July 6, 2021 with EnderbyWorks, LLC, Enderby Entertainment, Inc. and CurrencyWorks USA, Inc. (incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021)
10.86		LLC Member Services Master Agreement dated July 6, 2021 with EnderbyWorks, LLC, Enderby Entertainment, Inc. and CurrencyWorks USA, Inc. (incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021)
10.87		Technology Operating and License Agreement dated July 6, 2021 with EnderbyWorks, LLC and CurrencyWorks USA, Inc. (incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021)
10.88		Secured Promissory Note dated July 6, 2021with EnderbyWorks, LLC and CurrencyWorks USA, Inc. (incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021)
10.89		Security Agreement dated July 6, 2021 with EnderbyWorks, LLC and CurrencyWorks USA, Inc. (incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021)
10.90		Distribution License Agreement dated July 6, 2021 with EnderbyWorks, LLC and 92 Films, LLC (incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021)
10.91		Form of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on July 13, 2021)
10.92		Form of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on July 13, 2021)
10.93		Engagement Letter dated June 15, 2021 with H.C. Wainwright & Co., LLC (incorporated by reference from our Current Report on Form 8-K, filed on July 13, 2021)
10.94		Amendment to Engagement Letter dated July 10, 2021 with H.C. Wainwright & Co., LLC (incorporated by reference from our Current Report on Form 8-K, filed on July 13, 2021)
10.95		Business Combination Agreement among VON Acquisition Inc., s‎BetOne, Inc., VON Acquisition Merger Sub Inc., Limitless III Inc., ‎VON Acquisition Corp. and VON Bismark Limited.(incorporated by reference from our current report on Form 8-K, filed on August 18, 2021)
10.96		Services Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021 (incorporated by reference from our Current Report on Form 8-K, filed on August 24, 2021)
10.97		Loan Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021 (incorporated by reference from our Current Report on Form 8-K, filed on August 24, 2021)
10.98		General Security Agreement with Fogdog Solutions Inc. dated August 20, 2021 (incorporated by reference from our Current Report on Form 8-K, filed on August 24, 2021)
10.99		Form of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on December 29, 2021)
10.100		Form of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on December 29, 2021)
10.101		Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on December 30, 2021)
10.102		Form of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on January 28, 2022)
10.103		Form of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on January 28, 2022)
10.104		Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on January 31, 2022)
10.105		Form of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on February 28, 2022)

Exhibit Number

Description

10.106		Form of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on February 28, 2022)
10.107		Independent Consultant Agreement dated effective September 7, 2022 with Scott Gallagher (incorporated by reference from our Form 10-K, filed on March 21, 2023)
10.108		Amendment #1 dated March 15, 2023 to Convertible Promissory Note with Fogdog Energy Solutions Inc. dated May 5, 2021 (incorporated by reference from our Form 10-K, filed on March 21, 2023)
10.109		Amendment #1 dated March 15, 2023 to Loan Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021 (incorporated by reference from our Form 10-K, filed on March 21, 2023)
10.110		Asset Purchase Agreement dated June 16, 2023 with Apex VR Holdings, Inc. (incorporated by reference from our Current Report on Form 8-K, filed on June 23, 2023)
10.111		Amended Equity Incentive Plan (incorporated by reference from our current report on Form 8-K, filed on June 30, 2023)
10.112		Business Development Service Agreement dated August 24, 2023 with GSD Group, LLC (incorporated by reference from our current report on Form 8-K filed on August 29, 2023)
10.113		Amendment # 2 dated April 10, 2024 to Loan Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021(incorporated by reference from our Form 10-K, filed on April 16, 2024)
(31)		Rule 13a-14(a) Certifications
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)		Section 1350 Certifications
32.1*		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
(101)		Interactive Data File
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.

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, thereunto duly authorized.

WASTE ENERGY CORP.

/s/ Scott Gallagher
Scott Gallagher
Interim Chief Financial Officer
(Duly Authorized Officer)
Dated: July 14th, 2026

WASTE ENERGY CORP. 10-Q