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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 ~~September~~March 3031, ~~2025~~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		(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
incorporation or organization)		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 (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 ☒

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 ~~the~~by ~~number~~check ofmark ~~shares~~whether ~~outstanding of each of~~ the ~~issuer’s~~registrant ~~classes~~is ofa ~~common~~shell ~~stock,~~company (as ofdefined ~~the~~in ~~latest~~Rule ~~practicable~~12b-2 ~~date: 138,036,826 shares~~ of ~~common~~the ~~stock~~Exchange ~~issued~~Act). ~~and~~Yes ~~outstanding~~☐ asNo ~~at November 10, 2025.~~☒

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. ~~MANGEMENT~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 2832 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK 3234 ITEM 4. CONTROLS AND PROCEDURES 3234 PART II 3335 ITEM 1. LEGAL PROCEEDINGS 3335 ITEM 1A. RISK FACTORS 3335 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES ANAND USE OF PROCEEDS 3335 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 3335 ITEM 4. MINE SAFETY DISCLOSURES 3335 ITEM 5. OTHER INFORMATION 3335 ITEM 6. EXHIBITS 3436

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 ~~September~~March 3031, ~~2025~~ 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

	September 30, 2025			December 31, 2024
	March 31, 2026 (unaudited)			December 31, 2025
		(unaudited)			(audited)
Assets
Current Assets
Cash and cash equivalents	$	4767,~~419~~408		$	~~682~~68,244
Accounts receivable, net		427,500			357,~~000~~500
Prepaid expenses		12,000			-12,000
Security deposit		12,000			-
Security Deposit		12,000			12,000
Interest receivable, net (see note 7)		-			-
Total Current Assets		98,908			99,744
Notes receivable, net (see note 7)		-			-
Long-Term Assets
Total Current Assets		113,919			35,682
Right-of-use-asset		245,965			272,797
Non-current assets
Capital investment		653,250			653,250
Right-of-use asset		299,629			-
Total Long-Term Assets		899,215			926,047
Capital advance		468,048			-
Total Assets	$	998,123		$	1,025,791
Total non-current assets		767,677			-
Total Assets	$	881,596		$	35,682
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	~~530~~683,~~513~~236		$	~~545~~646,~~883~~597
Accounts payable and accrued expenses, related party		~~787~~851,~~135~~170			1851,~~065,380~~170
Accounts payable and accrued expenses		~~787~~851,~~135~~170			1851,~~065,380~~170
Deferred revenue		~~208,333~~-			7783,~~700~~333
Deposits payable		77,700			-77,700
Notes payable, net		345,604			183,056
Lease liability		139,500			135,000
Derivatives liability		1,554,288			40,943
Notes payable – in default		117,000			117,000
Convertible notes payable – software acquisition		-			854,250
Derivatives liability		4,045,667			1,828,934
Convertible notes payable – other		~~710~~916,~~650~~832			~~439~~857,~~159~~353
Convertible notes payable		710,650			439,159
Total Current Liabilities		6,831,105			4,597,087
Total Current Liabilities		4,214,223			3,206,371
Non-current Liabilities
Non-Current Liabilities
Lease liabilities		154,291			170,878
Lease liabilities		321,106			-
Total Non-current Liabilities		154,291			170,878
Total Non-current Liabilities		321,106			-
Total Liabilities		6,985,396			4,767,965
Total Liabilities		4,535,329			3,206,371
Commitments and Contingencies		-			-
Stockholders’ Equity
Stockholders’ Equity (Deficit)
Common stock, $0.001 par value, 400,000,000 shares authorized; 138,036,826 and 128,064,469 shares issued and outstanding as at September 30, 2025 and December 31, 2024, respectively		138,037			128,065
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		4647,~~906~~124,~~454~~669			46,~~820~~943,~~921~~795
Stock subscriptions payable		~~406~~372,476			-372,476
Accumulated deficit		(5053,~~943~~472,~~442~~381	)		(4951,~~958~~035,~~417~~224	)
Total Waste Energy Corp. Stockholders’ Equity		(3,492,475	)		(3,009,431	)
Total Waste Energy Stockholders’ Equity (Deficit)		(5,826,015	)		(3,580,916	)
Non-controlling interest		(161,258	)		(161,258	)
Non-controlling Interest		(161,258	)		(161,258	)
Total Stockholders’ Equity		(3,653,733	)		(3,170,689	)
Total Stockholders’ Equity (Deficit)		(5,987,273	)		(3,742,174	)
Total Liabilities and Stockholders’ Equity	$	~~881~~998,~~596~~123		$	351,~~682~~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)

(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

	Three Months Ended September 30, 2025			Three Months Ended September 30, 2024			Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024
Revenues
Consulting service		125,000			-			291,667			-
Recyclable material intake		7,500			-			7,500			-
Total revenues		132,500			-			299,167			-
Operating expenses
General and administrative expenses		324,103			137,987			453,214			1,105,884
Service costs		1,987			-			1,987			-
Total operating expenses		326,090			137,987			455,201			1,105,884
Net income (loss) from operations		(193,590	)		(137,987	)		(156,034	)		(1,105,884	)
Other income (expense)
Note interest revenue					21,424						82,627
Note interest expense		(30,820	)		(28,893	)		(69,896	)		(77,548	)
Other income		-			-			-			(446,071	)
Change in derivative liability		47,160			-			(2,119,863	)		-
Gain on debt settlement		754,250			-			1,360,767			-
Interest write off		-			(21,425	)		-			(82,627	)
Investment write off		-			-			-			446,071
Total other income (expense)		770,590			(28,894	)		(828,992	)		(77,548	)
Net profit (loss) from continued operations		577,000			(166,881	)		(985,026	)		(1,183,432	)
Net profit (loss) from discontinued operations					-						(1,554,250	)
Net profit (loss)		577,000			(166,881	)		(985,026	)		(2,737,682	)
Net income (loss) from non-controlling interest		-			-			-			-
Net income (loss) attributable to Waste Energy Corp.	$	577,000		$	(166,881	)	$	(985,026	)	$	(2,737,682	)
Earnings (loss) per common share – basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding – basic and diluted		138,036,826			125,133,798			136,772,679			118,906,677

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)

(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

	Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024
Operating activities
Net loss for the period from continued operations	$	(985,026	)	$	(2,737,682	)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation		52,305			101,090
Stock-based compensation and forfeitures, related party		-			188,501
Gain on debt settlement		(1,360,767	)		-
Loan payable non-cash expenses – legal, discount & interest		29,670			68,550
Change in derivative liability		2,119,863			-
Asset write-off		-			1,554,250
Amortization of ROU assets and reductio in lease liability		21,477			-
Changes in operating assets and liabilities
Accounts receivable		(7,500	)		70,112
Accounts payable and accrued expenses		23,630			283,036
Accrued interest on convertible notes payable		32,773			11,430
Accounts payable and accrued expenses, related party		(160,768	)		(27,077	)
Prepaid expenses		(12,000	)		9,696
Security deposit		(12,000	)		-
Deposits payable		77,700			-
Deferred revenue		130,633			-
Net cash used in operating activities from continued operations		(50,012	)		(478,094	)
Investing activities
Capital advance	$	(468,048	)	$	-
Net cash used in investing activities		(468,048	)
Financing activities
Proceeds from the stock to be issued		150,000			-
Proceeds from share issuance		-			50,000
Proceeds from issuance of convertible note		280,000			375,000
Proceeds from issuance of note payable		250,000			165,000
Payments made on notes payable		(115,203	)		(114,270	)
Net cash provided by financing activities		564,797			475,730
Net changes in cash and equivalents		46,737			(2,364	)
Cash and equivalents at beginning of the period		682			3,076
Cash and equivalents at end of the period	$	47,419		$	712

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

Waste Energy Corp.

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

(Unaudited)

SUPPLEMENTAL CASH FLOW INFORMATION

	Nine Months Ended September 30, 2025		Nine Months Ended September 30, 2024
	Three months Ended March 31, 2026		Three months Ended March 31, 2025
Cash paid in interest	$	1514,~~848~~124	$	273,~~087~~369
Cash paid for income taxes	$	-	$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock-based compensation	$	52,305	$	101,090
Derivative liability discount	$	566,000	$	-
Stock-based compensation – related party	$	-	$	188,501
Full conversion of convertible note payable to common stock of WEC - $96,000 loan, $43,200 converted	$	-	$	43,200
Conversion of convertible debt	$	-	$	80,125
Conversion of convertible notes payable to common stock of WEC - $123,050 loan	$	27,563		-
Full conversion of convertible note payable to common stock of WEC - $96k loan, $43,200 converted	$	43,200	$	-
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 ~~unaudited condensed interim~~ consolidated financial statements.

Waste Energy Corp.

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

(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	)

	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, 2023		108,807,923		108,808		46,232,087		-		(47,078,270	)		(161,258	)		(898,633	)
Stock based compensation						119,972										119,972
Stock-based compensation, related party						143,593										143,593
Share issuance on conversion of loan payable		10,611,546		10,612		56,513										67,125
Share issuance on conversion of loan payable		625,000		625		24,376										25,001
Share issuance for services		4,600,000		4,600		179,400										184,000
Shares issuance for services - related party		920,000		920		17,480										18,400
Shares issued for cash – private placement		2,500,000		2,500		47,500										50,000
Net income/(loss) for the year								-		(2,880,147	)		-			(2,880,147	)
Balance, December 31, 2024		128,064,469		128,065		46,820,921		-		(49,958,417	)		(161,258	)		(3,170,689	)
Stock based compensation						24,378										24,378
Share issuance on conversion of note payable		9,972,357		9,972		33,228										43,200
Private placement for cash – to be issued								50,000								50,000
Net income/(loss) for the period								-		(23,068	)		-			(23,068	)
Balance, March 31, 2025		138,036,826		138,037		46,878,527		50,000		(49,981,485	)		(161,258	)		(3,076,179	)
Stock-based compensation						15,416										15,416
Private placement for cash – to be issued								100,000								100,000
Net income/(loss) for the period		-		-		-		-		(1,538,956	)		-			(1,538,956	)
Balance, June 30, 2025		138,036,826		138,037		46,893,943		150,000		(51,520,441	)		(161,258	)		(4,499,719	)
Balance		138,036,826		138,037		46,893,943		150,000		(51,520,441	)		(161,258	)		(4,499,719	)
Stock-based compensation						12,511							-			12,511
Shares to be issued for convertible note settlement								100,000								100,000
Share to be issued for debt settlement								156,476								156,476
Net income/(loss) for the period		-		-		-		-		577,000			-			577,000
Balance, September 30, 2025		138,036,826		138,037		46,906,454		406,476		(50,943,442	)		(161,258	)		(3,653,733	)
Balance		138,036,826		138,037		46,906,454		406,476		(50,943,442	)		(161,258	)		(3,653,733

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 ofat and for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~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 75400,000,000 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~~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 ~~September~~November 328, ~~2019~~2018, ~~the~~we ~~Company~~incorporated ~~changed~~a ~~its~~new ~~name~~Delaware ~~from~~subsidiary, ~~“ICOx~~GN Innovations, Inc.” to ~~“CurrencyWorks~~provide ~~Inc.”~~blockchain ~~and~~technology aopportunities ~~subsidiary~~to of the ~~Company~~sports ~~changed~~and ~~its~~entertainment ~~name~~industry ~~from~~by ~~“ICOx~~working ~~USA,~~with ~~Inc.”~~large toand ~~“CurrencyWorks~~well-established ~~USA Inc~~brands.”.

OnEffective ~~June~~December 225, ~~2021~~2018, we ~~incorporated~~effected a ~~new~~name ~~Delaware~~change ~~subsidiary,~~for ~~Motoclub~~our ~~LLC,~~subsidiary tofrom ~~create~~“GN aInnovations, ~~marketplace for digital automotive collectibles~~Inc. ~~This~~” ~~entity~~to is“GNI, ~~deemed a discontinued operation~~Inc.”

OnEffective ~~June~~February 226, ~~2021~~2019, we ~~incorporated~~effected a ~~new~~name ~~Delaware~~change for our subsidiary, ~~EnderbyWorks,~~from ~~LLC~~“GN1, ~~(“EnderbyWorks~~Inc.”) to ~~create~~“sBetOne, aInc.”. ~~direct-to-consumer,~~On August ~~feature-length~~12, ~~film~~2021, ~~viewing~~the ~~and~~Company’s ~~distribution~~subsidiary ~~platform~~sBetOne, ~~delivering~~Inc. ~~feature-length~~(“sBetOne”) ~~films~~entered ~~and~~into ~~digital~~a ~~collectible~~business ~~entertainment~~combination ~~content~~with asa related party, ~~NFTs~~VON Acquisition Inc. ~~This~~(“VON”), ~~entity~~whereby issBetOne ~~deemed~~became a ~~discontinued~~wholly ~~operation~~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 ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the Company incurred losses of $~~985~~2,~~026~~437,157 and $223,~~737~~068,~~682,~~ respectively. On ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Company has an accumulated deficit of $5053,~~943~~472,~~442~~381 and $4951,~~958~~035,~~417~~224, negative working capital of $46,~~100~~732,~~304,~~197 and $34,~~170~~497,~~689,~~343 respectively, and cash balances of $4767,~~419~~408 and $~~682~~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 ifof America of (“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. (“EGEWI”) and Enderby Works LLC (“EW”) are wholly owned subsidiaries. EW became a wholly owned subsidiary in 2023, see Note 76 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~~ separately in the consolidated statements of operations for all periods presented. Assets and liabilities of discontinued operations classified as held for sale are presented separately in the consolidated balance sheets, if applicable. If the assets and liabilities associated with the discontinued operation do not meet the held-for-sale criteria, they should not be presented separately on the balance sheet as discontinued operations. Instead, they remain within their respective asset and liability categories. The results of operations of the discontinued component are still reported separately in the consolidated statement of operations. MB and EW are discontinued entities whose assets and liabilities are not held for sale, rather benefit or are the obligation of the surviving entities and they have no revenue and expenses in the nine or three months ended September 30, 2025. For the nine months ended September 30, 2024 net profit (loss) from discontinued operations is $1,554,250.

Management evaluates and updates the classification of operations as discontinued when relevant events occur, such as the approval of a sale plan, abandonment, or completion of disposal.

Segment reporting

The Company uses the “management approach” to identify its reportable segments. This approach is based on the internal organizational structure used by management for making operational decisions and assessing the performance of the business. Under this approach, the Company has determined that it operates through four reportable segments.

The Holding Segment includes corporate functions such as finance, legal, human resources, and executive management. This segment supports the operations of the other business units and does not generate revenue. The Renewable Energy Consulting Segment is engaged in providing advisory and implementation services related to clean energy solutions. Revenue is generated through consulting contracts and project-based services. The Holding Segment represents the parent-level activities of the Company, including the identification and pursuit of new business opportunities. This segment also provides financing support to other operating units, and corporate-level expenses are recorded within this segment. The Recyclable Material Intake Segment includes the Company’s operations related to the collection and processing of recyclable materials. Revenue is generated through the service of accepting the recyclable waste to third-parties. Operations that no longer meet the criteria for continuing operations are reported within Discontinued Operations.

Segmented Information- Statements of Operations

SCHEDULE OF SEGEMENT INFORMATION

2025	Holding Segment			Renewable Energy Consulting segment		Recyclable Material Intake segment		Discontinued Operations segment		Total
Revenue and other income:
Consulting revenue	$	-		$	291,667	$	-	$	-	$	291,667
Recyclable material intake		-			-		7,500		-		7,500
Note interest revenue		-			-		-		-		-
Gain on extinguishment of debt		1,360,768			-		-		-		1,360,768
Investment write off		-			-		-		-		-
Other income		-			-				-		-
		1,360,768			291,667		7,500		-		1,659,935
Expenses
Advertising & Marketing	$	48,327		$	-	$	-	$	-	$	48,327
Consulting fees		216,184			-		-		-		216,184
Licenses		-			-		-		-		-
Stock based compensation (related and non-related party)		52,306			-		-		-		52,306
Rent		-			50,047						50,047
Professional fees		32,494			-		-		-		32,494
Other general and administrative expenses		53,857			1,987						55,844
Change in derivative liability		2,119,863			-		-		-		2,119,863
Interest expense and charges - note payable		69,896			-		-		-		69,896
Interest write off					-		-		-		-
Net Income (loss) before income taxes	$	(1,232,159	)	$	239,633	$	7,500	$	-	$	(985,026	)

~~Segmented~~Segment ~~Information- Balance Sheets~~Reporting

2025	Holding Segment		Renewable Energy Consulting segment		Recyclable Material Intake segment		Discontinued Operations segment			Total
Total assets	$	31,945	$	814,651	$	-	$	35,000		$	881,596
Less: intersegment eliminations		-		-		-		-			-
Net assets	$	31,945	$	814,651	$	-	$	35,000		$	881,596
Total liabilities	$	3,964,029	$	529,439	$	-	$	2,381,997		$	6,875,465
											-
Less: intersegment eliminations				-		-		(2,340,136	)		(2,340,136	)
Total liabilities	$	3,964,029	$	529,439	$	-	$	41,861		$	4,535,329

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

2024	Holding Segment			Renewable Energy Consulting segment		Recyclable Material Intake segment		Discontinued Operations segment			Total
Revenue and other income:
Consulting revenue	$	-		$	-	$	-	$	-		$	-
Recyclable material intake		-			-		-		-			-
Note interest revenue		82,627			-		-		-			82,627
Gain on extinguishment of debt		-			-		-		-			-
Investment write off		-			-		-		-			-
Other income		446,071			-		-		-			446,071
		528,698			-		-		-			528,698
Expenses
Advertising & Marketing	$	184,000		$	-	$	-	$	-		$	184,000
Consulting fees		190,436			-		-		-			190,436
Licenses		201,471			-		-		-			201,471
Stock based compensation (related and non-related party)		289,591			-		-		-			289,591
Rent		18,000			-							18,000
Professional fees		46,587			-		-		-			46,587
Other general and administrative expenses		175,799			-				-			175,799
Change in derivative liability		-			-		-		-			-
Interest expense and charges - note payable		77,548			-		-		-			77,548
Interest write off		82,627										82,627
Investment write off		446,071										446,071
Asset write off		-			-		-		1,554,250			1,554,250
Net Income (loss) before income taxes	$	(1,183,432	)	$	-	$	-	$	(1,554,250	)	$	(2,737,682	)

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

2024	Holding Segment		Renewable Energy Consulting segment		Recyclable Material Intake segment		Discontinued Operations			Total
March 31, 2026	Holding Segment		Renewable Energy Consulting segment		Recyclable Material Intake segment		Total
Total assets	$	~~682~~67,408	$	-	$	-930,715	$	35998,~~000~~123		$	~~35,682~~
Less: intersegment eliminations		-		-		-		-			-
Net assets	$	67,408	$	-	$	930,715	$	998,123
Net assets	$	682	$	-	$	-	$	35,000		$	35,682
Current liabilities	$	6,613,905	$	-	$	217,200	$	6,831,105
Total liabilities	$	3,164,508	$	-	$	-	$	5,202,000		$	8,366,508
Non-current liabilities	$	-	$	-	$	154,291	$	154,291
											-
Net liabilities	$	6,613,905	$	-	$	371,491	$	6,985,396
Less: intersegment eliminations				-		-		(5,160,137	)		(5,160,137	)
Total liabilities	$	3,164,508	$	-	$	-	$	41,863		$	3,206,371

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.

11Contingent Liabilities

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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 1110.

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 ~~2024~~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, ~~2024~~2025, and ~~2023~~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 ~~September~~December 3031, 2025 or ~~December 31,~~ 2024, and have not recognized interest and/or penalties in the consolidated statement of operations for the ~~period~~year ended ~~September~~December 3031, 2025 or ~~year ended December 31,~~ 2024.

We are subject to taxation in the U.S. and the state of California. The Company’s tax returns for tax years from ~~2021~~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 ~~September 30,~~March ~~2025~~31, 2026 and December 31, ~~2024~~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. ~~The Company has considered the recent guidance and does not have receivables that would require this level of analysis in determining the net realizable balance of accounts receivable.~~

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

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 ~~diluted~~dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock options (Note 13 and Note 15 16 respectively). Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

On ~~September~~March 3031, ~~2025~~2026 the Company had convertible debt outstanding, warrants exercisable to 47,~~687~~437,500 shares of common stock and stock ~~options~~ options exercisable to 3233,~~840~~129,~~691~~998 shares of common stock. On December 31, ~~2024~~2025 the Company had convertible debt outstanding, warrants exercisable to 47,~~687~~437,500 shares of common stock and stock options exercisable to 3332,~~213~~129,~~334~~998 shares of common stock. For both ~~periods~~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 ~~income~~consolidated ~~statement~~statements of operations based on their fair values. The fair value of the options is calculated using the Black Scholes valuation model (Note 1516).

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 ~~have~~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 atid 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 ~~cancellation~~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 ~~the~~ 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.

14The 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. ~~SUMMARY~~As OFat ~~SIGNIFICANT~~March ~~ACCOUNTING~~31, ~~POLICIES~~2026 ~~(CONT~~and December 31, 2025, the Company’D)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 ~~Company’s~~following ~~financial~~table ~~instruments~~presents ~~consist~~the ~~of, note receivables, derivative liabilities and notes payable. The~~ Company’s ~~note~~assets ~~receivables~~and ~~were~~liabilities ~~indirectly~~that ~~written~~are ~~down~~measured toat ~~zero~~fair ~~due~~value toon ~~potential~~a non-~~collections.~~recurring ~~The~~basis ~~Company’s~~at ~~derivative~~March ~~liabilities~~31, ~~have a fair value of zero principally due to a decline in the stock price~~2026. ~~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 of September 30, 2025 and December 31, 2024, the Company did not have any level 1 or 2 financial instruments. On September 30, 2025 and December 31, 2024 the Company’s level 3 financial instruments were derivative liabilities on convertible notes, 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 September 30, 2025.

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (~~Level 2~~Level2)		Significant Unobservable Inputs (~~Level 3~~Level3)
Liabilities
Notes Payable, net		-		-	$	345,604
Notes Payable		-		-	$	117,000
Derivative liability		-		-	$	14,~~554~~045,~~288~~667
Convertible notes payable		-		-	$	710,650
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, ~~2024~~2025.

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (~~Level 2~~Level2)		Significant Unobservable Inputs (~~Level 3~~Level3)
Liabilities
Notes payable, net		-		-	$	183,056
Notes payable		-		-	$	117,000
Derivative liability		-		-	$	40,943
Derivatives liability		-		-	$	1,828,934
Convertible notes payable		-		-	$	1,293,409
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.

Derivative liabilities are initially measured at fair value on the issuance date and measured at each reporting period, with changes in fair value recognized in earnings. The fair value of these liabilities is determined by using appropriate valuation models, such as the Black-Scholes or binomial option pricing models, incorporating inputs such as the Company’s stock price, volatility, risk-free interest rate, and the terms of the conversion feature. Inputs and factors that are subject to material changes that could impact derivative liabilities would include the change in stock price, exercise price indicated in contracts, volatility rate. These can result in material shifts in the derivative value from year to year.

Revenue recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the Company satisfies a performance obligation

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.

When determining the transaction price, the Company also considers the effects of all of the following:

● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer

During the year ended December 31, 2024 decisions were being made to divert the business’ focus from software development and consulting, and digital asset platforms to Waste Energy, and the Company also changed its name on September 6, 2024 from “Metaworks Platforms, Inc.” to “Waste Energy Corp”. There remain a few customer projects that would continue to generate revenue from previous revenue streams whilst the Company restructures its operations to generate revenues in the waste-to-energy industry.

The Company plans to generate revenues in the waste-to-energy industry and is evaluating various business opportunities to determine which line of business to pursue.

2.Derivative ~~SUMMARY~~Liabilities OF– ~~SIGNIFICANT~~Conversion ~~ACCOUNTING POLICIES (CONT’D)~~Features

~~Consulting~~The ~~services~~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 ~~material intake~~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 ~~September~~March 3031, ~~2025~~2026. Below is a table of revenue by type:

	For the Nine Months Ended		For the Nine Months Ended
Revenue Type	March 31, 2026		March 31, 2025
Revenue Type	September 30, 2025		September 30, 2024
Renewable consulting revenue	$	83,333	$	41,667
Renewable consulting revenue		291,677		-
Recyclable Material intake revenue		-		-
Recylable Material intake revenue		7,500		-
Revenue	$	83,333	$	41,667
Revenues		299,177		-

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 ~~September~~March 3031, ~~2025~~2026 and on December 31, ~~2024~~2025, no cash balances were in excess of federally insured limits.

During the period ended ~~September~~March 3031, ~~2025~~2026 total consulting revenue was generated from one customer and ~~amount~~amounted to $~~291~~83,~~667~~333. During the period ended ~~September~~March 3031, ~~2024~~2025, the Company generated norevenue ~~revenues,~~from one customer in the amount of $41,667, and ~~therefore~~we had noone significant ~~customers~~customer.

~~During the period ended September 30, 2025, one customer individually made up 10% or more of total accounts receivable, their balances amounted to $35,000 and represents 83% of the total~~4. ~~During the year ended December 31, 2024, one customer made up 10%~~ orACCOUNTS ~~more of total accounts receivable, their balances amounted to $35,000 and represents 100% of the total.~~RECEIVABLE

4As of March 31, 2026 and December 31, 2025, the Company had accounts receivables of $7,500. Receivables consist of revenues generated through ~~DISCONTINUED~~recyclable ~~OPERATIONS~~material intake and consulting revenue

During 2024 operations in digital platform consulting, NFT market and movie rights ceased due to Management’s decisions to pursue a new line of business in renewable waste energy.

No asset or liability was held for sale and therefore not disclosed separately. Revenues and costs directly related to these operations were separated for discontinued operations disclosure and reporting purposes.

SCHEDULE OF DISCONTINUED OPERATIONS

Discontinued operations - net income (loss)	For the nine months ended September 30, 2025		For the year ended December 31, 2024
Revenue
Consulting services	$	-	$	-
NFT revenue		-		-
Movie distribution revenue		-		-
Revenue		-		-
Expenses:
General and administrative - Other		-		-
General and administrative - Service Costs		-		-
Loss on impairment of software		-		1,554,250
Net loss from discontinued operations	$	-	$	(1,554,250	)
Discontinued operations - cash flows
Net loss for the year from discontinued operations		-		(1,554,250	)
Loss on impairment of software		-		1,554,250
Net cash (used in) operating activities from discontinued operations	$	-	$	-

5. ACCOUNTS RECEIVABLE

As of September 30, 2025, the Company had accounts receivables of $42,500 compared to $35,000 as at December 31, 2024. Receivables consist of revenues generated through recyclable material intake and movie licensing part of discontinued operations from the past year.

SCHEDULE OF ACCOUNTS RECEIVABLE

Discontinued operations - net income (loss)	For the nine months ended September 30, 2025		For the year ended December 31, 2024
Accounts Receivable	March 31, 2026		December 31, 2025
Accounts receivable beginning balance	$	357,~~000~~500	$	~~115~~35,~~112~~000
Billings		~~7,500~~-		-7,500
Collections		-		(80,112	)
Allowance for uncollectable debt		-		(35,000	)
Accounts receivable ending balance		42,500		35,000
Collections		-		-
Accounts receivable ending balance	$	7,500	$	7,500

6. CAPITAL ADVANCE

As of September 30, 2025, the Company acquired renewable energy assets for a total cost of $468,048, comprising vendor payments of $310,000 and additional costs for freight, taxes, import duties, and spare parts of $178,048. The assets will be used internally to support the Company’s renewable energy operations.

~~As of the reporting date, the asset had arrived at a U~~5.~~S. port and was pending clearance with U.S. Customs.~~ ~~Accordingly,~~CAPITAL ~~the~~ADVANCE ~~asset~~/ ~~does not yet meet the criteria for capitalization under ASC 360~~PROPERTY, ~~Property,~~PLANT ~~Plant,~~AND ~~and Equipment. Instead, these payments have been classified as a capital advance on the balance sheet, pending its transfer of control and the Company obtaining custody of the asset.~~EQUIPMENT

~~The~~During ~~asset~~the isthree ~~expected~~months toended beMarch ~~completed~~31, ~~and~~2026, ~~custody~~the toremaining beequipment ~~transferred~~components cleared U.S. Customs and were delivered to the Company’s byMidland ~~the~~facility. ~~end~~Upon ofdelivery ~~November~~and ~~2025,~~transfer atof ~~which~~custody ~~point~~to the Company, ~~anticipates reclassifying~~ the related capital ~~advance~~advances were reclassified to ~~Property~~property, ~~Plant,~~plant and ~~Equipment upon~~equipment. As of March 31, 2026, the ~~asset~~equipment ~~being~~had not yet been placed in service. ~~The~~and, therefore, ~~Company~~no ~~will~~depreciation ~~begin~~had ~~depreciation~~been recorded. Depreciation will commence in accordance with ~~its~~the ~~fixed~~Company’s fixed-asset depreciation policy ~~once~~ when the ~~asset~~equipment is ~~placed~~installed inand ~~service~~available for its intended use.

76. NOTES RECEIVABLE – RELATED PARTY

SCHEDULE OF NOTES RECEIVABLE

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Notes receivable - Enderby – current portion	$	2,426,286		$	2,~~180~~426,~~479~~286
Allowance for doubtful accounts, Enderby		(2,426,286)	)		(2,~~180~~426,~~476~~286)	)
Notes receivable, Enderby – net	$	-		$	-

On ~~May~~August 520, 2021, the Company loaned $~~400~~850,000 to Fogdog ~~Energy Solutions Inc. (“Fogdog”),~~ pursuant to convertible promissory note. The note ~~bore~~bears interest at a rate of 4 10% per annum. On ~~May~~August 520, 2022 the note was amended making the maturity date December 31, ~~2024~~2028. ~~Under certain~~The ~~conditions~~note asmay ~~outlined~~not inbe ~~the~~prepaid ~~promissory note,~~ without the ~~Company~~written ~~may~~consent ~~convert~~of the ~~outstanding loan into Fogdog’s common stock~~Company. On ~~March~~April 2210, 2024, the Company ~~elected~~and toFogdog ~~convert~~agreed ~~the~~to ~~$400,000~~an ~~promissory~~extension ~~note~~of ~~along~~terms ~~with~~on ~~$46~~the note,~~071~~ inamending ~~accrued interest and now~~ the ~~Company~~ ~~holds~~maturity ~~11.5%~~date ~~equity~~to ~~stake~~December in31, ~~Fogdog~~2029.

~~The~~During ~~allowance for doubtful accounts for~~ the ~~notes receivable converted to shares in the~~ quarter ended ~~June~~September 30, 2024, ~~was~~the ~~recovered~~Company ~~resulting in~~acquired acertain ~~gain~~assets of ~~$446,071.~~Fogdog ~~The~~for ~~investment~~a ~~was~~full ~~booked~~and atfinal ~~cost~~settlement of the Notes receivable and ~~its~~made ~~full~~a ~~cost~~payment ~~was~~of ~~impaired~~$200,000 asto Fogdog isas a ~~private~~licensing ~~unaudited~~fee ~~entity~~for ~~with no~~the ~~active~~development ~~market~~of ~~and~~waste-to-energy ~~its~~equipment. ~~value~~The ~~could~~resulting ~~not~~note bereceivables due ~~substantiated~~from ~~for~~Fogdog ~~reporting~~was ~~purposes,~~directly ~~this~~written ~~resulted~~off in an2024 ~~impairment~~and ~~loss of $446,071 during~~ the ~~fiscal~~related ~~year~~assets ~~ended~~development ~~December~~costs ~~31,~~were ~~2024.~~also ~~The~~written ~~loss~~off ~~from~~due to the ~~investment~~Company ~~impairment~~deciding to ~~and~~potentially ~~the~~not ~~gain~~pursue ~~from~~ the ~~recovery~~development of ~~the~~this ~~note~~equipment ~~receivable settled~~because ~~were~~it ~~charged~~obtained toa ~~the~~more ~~same~~cost-effective ~~classification~~estimate onfor the ~~statement~~design and development of ~~operations~~similar ~~resulting~~waste-to-energy inequipment. noTotal ~~value~~owed ~~reported~~from toFogdog ~~impact net loss~~ for ~~the~~ ~~nine~~notes ~~months~~receivable ~~ended~~on ~~September~~December 3031, 2025 and ~~the~~2024 ~~year~~was ~~ended December 31, 2024~~Nil.

On ~~August~~March 2015, ~~2021~~2023, the Company ~~loaned~~signed an ~~additional~~agreement ~~$850,000~~with its partner in the jointly-owned subsidiary EnderbyWorks to ~~Fogdog~~become ~~pursuant~~the 100% owner of the entity. Enderby Entertainment exchanged its 49% interest in EnderbyWorks to ~~convertible~~the corporation for forgiveness of outstanding payables amounting to $190,147 and the assumption of the secured promissory note. ~~The~~of ~~note~~$1,828,000 ~~bears~~due ~~interest~~to the Company by Enderby Entertainment Inc. atThis anote receivable had an annual interest rate of 108% ~~per~~due ~~annum~~and was payable on July 6, 2024. On ~~August~~September 2030, ~~2022~~2024, the note ~~was~~is ~~amended~~in ~~making~~default and ~~the~~now ~~maturity~~accrues ~~date~~interest ~~December~~at ~~31,~~rate ~~2028~~of 18% per annum. ~~The~~There ~~note~~is ~~may~~also ~~not~~a beroyalty ~~prepaid without~~clause on the ~~written~~existing ~~consent~~assets that EnderbyWorks will pay Enderby Entertainment 50% of the ~~Company.~~first On$6,000,000 ~~April~~in ~~10,~~net ~~2024~~revenue, if revenue is earned by EnderbyWorks in the ~~Company~~future. ~~and~~The ~~Fogdog~~note ~~agreed~~is todeemed potentially non-collectible. In 2023, an ~~extension~~allowance offor ~~terms~~potential onnon-collections was allocated to the note, ~~amending~~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 ~~maturity~~year ~~date~~ended toDecember 31, 2025, and $82,937 was created for the year ended December 31, ~~2029~~2024. As of March 31, 2026, the allowance for credit losses on notes receivables is $2,426,286.

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 September 30, 2025 and December 31, 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 zero and an impairment loss of $2,097,542 was incurred. An additional allowance of $246,105 was incurred for the nine-month period ended September 30, 2025, and $82,937 was created for the year ended December 31, 2024. As of September 30, 2025, the allowance for credit losses on notes receivables is $2,426,286.

87. 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 ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 is $117,000. Accrued interest on this loan is is $2933,~~612~~335 and $2231,~~655~~957 on ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 respectively. The note went into default during 2024, and management is currently negotiating an extension with the loan holder.

8On July 2, 2024, the Company closed on a convertible promissory note and entered into a securities purchase agreement dated July 1st, 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 ~~LOAN~~to ~~PAYABLES~~an ~~(CONT’D)~~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 1st, 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.

On July 2, 2024, the Company closed on a convertible promissory note (the “Promissory Note”) and entered into a securities purchase agreement dated July 1st, 2024 with one subscriber (the “Holder”) 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 Holder (the “Promissory Note”). The Promissory Note is in the amount of $115,200, is unsecured and matures on May 15, 2025 (the “Maturity Date”). 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 1st, 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. The balance at September 30, 2025 was $0 and the balance on December 31, 2024 was $78,022, which includes $11,466 in accrued interest. As of September 30, 2025 the promissory note was paid in full.

On June 06, 2025, the Company entered into a promissory note agreement (“Note”) 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. There is a five-day grace period with respect to each payment. As of September 30, 2025, the loan balance outstanding was $85,869, with accrued interest of $286.

On June 29, 2025, the Company entered into a promissory note agreement (“Note”) 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. As of September 30, 2025, the loan balance outstanding was $95,120, with accrued interest of $3,854.

On August 27, 2025, the Company entered into a promissory note agreement (“Note”) 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. As of September 30, 2025, the loan balance outstanding was $95,120, with accrued interest of $1,369

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 $~~100~~66,000, resulting in a gain on debt settlement of $788,250. As of ~~September~~December 3031, 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 ~~common shares at $0.05 per share, representing~~ 2,000,000 common shares to besettle ~~issued~~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 ~~Convertible Loan~~ 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 ~~September~~March 3031, ~~2025,~~2026 and December 31, ~~2024~~2025, the outstanding principal was $~~525~~650,000 ~~and $375,000,~~ ~~respectively~~ and accrued interest totaled $5282,~~870 and~~877 and $2068,~~959~~ 123 respectively.

On August 26, 2025, the Company issued a $150,000 convertible redeemable note to the Holder, 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. As of September 30, 2025, the outstanding principal balance under the note was $150,000, and accrued interest totaled $863.19

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.

9On 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 ~~DERIVATIVE~~after ~~LIABILITIES~~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.

~~The~~On November 19, 2025, the Company ~~has~~issued ~~various~~a $110,000 convertible ~~notes~~redeemable ~~outstanding~~note ~~that~~to ~~requires~~the ~~derivative~~Holder, ~~liability~~plus ~~considerations~~one-time ~~for~~interest itcharge ~~conversion~~of ~~features~~12% ($13,200), which accrues on the issuance of the promissory note and matures on November 19, 2026. ~~Total~~The note included an original issue discount of $10,000, ~~derivative~~resulting ~~liability~~in onnet 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 3127, ~~2024~~2025 a payment on principal was made for $4012,~~941~~000 as ~~which~~per ~~was~~the ~~principally~~terms ~~related~~of tothe ~~convertible~~agreement. ~~notes~~The ~~issued~~Company inrepaid ~~2024~~$36,000 during the three months ended March 31, 2026. NoAs ~~derivative liability~~of ~~was~~March ~~accrued~~31, in2026 ~~prior~~and ~~years~~December ~~due~~31, 2025, the outstanding principal balance under the note ~~terms~~was $74,000 and ~~immateriality~~$110,000 respectively, ofand ~~the~~accrued ~~derivative~~interest ~~value~~totaled ~~determined~~$1,200 and $1,200 respectively.

~~For~~On ~~the~~November ~~nine months period ended September 30~~20, 2025, the Company ~~recorded~~issued a ~~loss of~~ $1110,~~513,346 related~~000 toconvertible ~~the~~redeemable ~~change~~note into ~~fair value of~~ the ~~derivative~~Holder, ~~liability.~~plus ~~There~~one-time ~~was~~interest acharge ~~significant change in the weighted average stock price~~ of ~~the~~8% ~~Company from~~ ($~~0.006~~8,800), towhich ~~$0.05~~accrues ~~during~~on the ~~nine~~issuance ~~months~~of ~~ended~~the ~~September~~promissory ~~30,~~note ~~2025~~ and inmatures on ~~its~~November ~~volatility~~20, in2026. ~~relation~~The tonote ~~the exercise~~included ~~price,~~an ~~resulting~~original inissue adiscount ~~material~~of ~~increase in derivative liability to~~ $113,~~554~~500,~~288~~ onresulting ~~September~~in ~~30,~~net ~~2025~~proceeds ~~from~~of $4096,~~943 on December 31, 2024~~500. ~~Derivative~~Beginning ~~liability~~six ismonths after ~~recognized~~issuance, asthe aHolder ~~present~~may ~~obligation~~convert ~~determined~~all ~~using valuation techniques that rely on market-based~~ or ~~model-based~~part ~~assumptions,~~of ~~and~~the ~~may~~outstanding ~~not~~balance ~~require~~into ~~settlement~~common instock ~~the~~at ~~form~~60% of ~~cash~~the orlowest ~~transfer~~trading ofprice ~~assets. Its actual~~of ~~settlement~~the ~~amount~~shares ~~and~~during ~~timing~~the ~~are~~twenty ~~variable~~trading ~~and~~days ~~contingent~~preceding onconversion. ~~underlying~~As ~~factors.~~of ~~For~~March ~~the~~31, ~~year~~2026 ~~ended~~and December 31, ~~2024~~2025, the ~~Company~~outstanding principal ~~recorded~~balance aunder ~~loss~~the ofnote was $40110,~~941 related~~000 toand ~~the~~$110,000 ~~change~~respectively, inand ~~fair~~accrued ~~value~~interest oftotaled ~~derivative~~$8,800 ~~liabilities~~and $8,800 respectively.

~~The~~On ~~following~~December ~~table~~15, ~~summarizes~~2025, the ~~weighted~~Company ~~average~~issued ~~key~~a ~~inputs~~$140,000 convertible ~~used~~redeemable innote to the ~~Black~~Holder, plus one-~~Scholes~~time ~~model~~interest ~~for~~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. ~~feature~~The ~~derivative~~Company repaid $42,000 ~~liabilities~~during asthe three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, the ~~measurement~~outstanding ~~dates:~~principal balance under the note was $98,000 and $140,000, and accrued interest totaled $14,000 and $14,000 respectively.

~~SCHEDULE~~On January ~~OF DERIVATIVE~~14, ~~LIABILITY~~2026, ~~EVALUATIONS~~ 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.

Input	Weighted Avg. On September 30, 2025			Weighted Avg. on December 31, 2024
Stock price	$	0.050		$	0.006
Exercise price (conversion price)	$	0.0208		$	0.037
Risk-free interest rate		3.68			4.23
Expected term (years)		0.80			0.50
Expected volatility		299	%		82	%
Dividend yield		0	%		0	%

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	~~September~~March 3031, ~~2025~~2026			December 31, ~~2024~~2025
Derivative Liability beginning balance	$	401,~~941~~828,934		$	-40,941
Derivative Liability	$	40,941		$	-
Initial recognition of derivatives		1,163,259			2,214,428
Initial recognition of derivatives		282,914			1,370
Change in fair value		1,566,067			(385,493	)
Change in fair value		1,836,951			40,941
Settlements/conversions		(512,593	)		(40,942	)
Settlements/conversions		(606,518	)		(1,370	)
Derivative Liability ending balance	$	4,045,667		$	1,828,934
Derivative Liability ending balance		1,554,288		$	40,941
Derivative Liability		1,554,288		$	40,941

~~10. DEFERRED REVENUE~~22

~~Prior~~During tothe ~~December~~three months ended March 31, ~~2024~~2026, the Company ~~received~~recognized a loss of $771,~~700~~566,067 ~~cash~~ from ~~customers~~increase asin ~~deposits~~the ~~for~~fair ~~work~~value toof beits derivative ~~performed~~liabilities, ~~for~~a ~~discontinued~~loss ~~operations. As~~ of ~~September 30~~$597,259 ~~2025,~~from ~~the~~initial ~~products~~recognition ~~had~~of ~~not~~derivatives ~~been~~and ~~delivered~~gain toof ~~the~~$ ~~customers~~512,593 ~~therefore~~on ~~the~~settlement ~~deposits~~of ~~have~~derivative ~~been~~liabilities. ~~reclassified~~These aslosses ~~deposits~~are ~~payable~~included in the consolidated statement of operations.

~~During~~Derivative ~~the~~liability ~~nine~~is ~~months~~recognized ~~ended~~as ~~September~~a 30present obligation determined using valuation techniques that rely on market-based or model-based assumptions, and ~~2025~~may not require settlement in the ~~Company~~form ~~received~~of ~~$500,000~~cash ~~towards~~or 12transfer ~~month~~of ~~consulting~~assets. ~~contract~~Its actual settlement amount and timing are variable and contingent on underlying factors. The ~~company~~following ~~has~~table ~~recognized seven~~summarizes ~~month~~the ofweighted ~~this~~average ~~revenue,~~key ~~resulting~~inputs used in ~~$291,667~~the inBlack-Scholes ~~reduction~~model tofor all outstanding conversion feature derivative liabilities as of the ~~deposit~~measurement ~~received.~~dates:

~~See table~~SCHEDULE ~~below~~OF ~~for~~DERIVATIVE ~~transactions~~LIABILITY ~~that occurred during the quarter:~~EVALUATIONS

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

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Opening	$	7783,~~700~~333		$	77,700
Transfers to deposits payable		~~(77,700~~-	)		-(77,000	)
Customer deposits received		~~500,000~~-			-500,000
Consulting fee earned		(~~291~~83,~~667~~333	)		-(416,667	)
Total deferred revenue	$	~~208,333~~-		$	7783,~~700~~333

1110. 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~~ Hills Court, Fairfield, California, ~~94561~~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. ~~During the nine months ended September 30, 2025 total rent expense is $0.~~

On June 2, 2019, the Company agreed to pledge an uncollected invoice in the amount of $752,500 as collateral for Business Instincts Group, Inc. (“BIG”), a related party, to obtain a loan from LarCo Holdings, LLC (“LarCo”), an unrelated party. The Company subsequently executed additional loan amendments with BIG and LarCo dated July 2, 2019, July 8, 2020, April 1, 2021 and April 17, 2023. These amendments confirmed that the Company agreed to pledge the collections of an account receivable invoice in the amount of $752,500. Should the Company collect the accounts receivable, in whole or in part, it will transfer these proceeds directly to LarCo. The Company’s balance due from the related invoice was not reported as part of gross accounts receivable on September 30, 2025 and December 31, 2024. The Company is party to litigation proceedings related to the arrangement, see below.23

21Pledged Receivable

~~Litigation~~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.

~~From~~LarCo ~~time to time~~Holdings, ~~the~~LLC Company may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. Management is not aware of any pending, threatened, or asserted claims, other than the matter disclosed below.Litigation

On July 31, 2024, LarCo ~~Holdings, LLC (“LarCo”)~~ filed a ~~joint~~ complaint ~~against BIG and the Company~~ in the Superior Court of the State of Arizona, Maricopa County, ~~claiming~~(Case ~~damages~~No. inCV2024-020438), against the ~~amount~~Company; ~~of $1,321,382 of which~~ the ~~Company~~Vendor; iscertain tocurrent ~~pay~~and ~~$752,500~~former asexecutives aand ~~partial settlement~~affiliates of ~~this~~the ~~amount~~Vendor ~~relating~~and toof anthe ~~uncollected invoice. The claim also discloses MetaWork~~Company’s ~~contingent~~predecessor ~~commitment to settle~~entities, aand ~~portion~~their ofspouses; ~~this~~and ~~loan~~other ~~if any amount is collected from a specific uncollected customer invoice~~defendants. The ~~Company~~claims ~~intends~~arise tofrom ~~file~~the a2019 ~~motion to~~private ~~dismiss~~loan ~~this~~transaction ~~claim~~described ~~against it~~above, asto itwhich ~~has never collected on~~ the ~~specified~~Company was ~~invoice~~not ~~and~~a ~~the~~party. The Company’s ~~agreement~~undertaking ~~for~~in ~~partial~~connection ~~payment of~~with ~~this~~that loan was ~~solely~~conditional ~~dependent~~upon onactual ~~collecting~~collection ~~this~~of ~~customer~~the ~~balance.~~pledged ~~Management determined~~invoice, which ~~with~~has ~~the~~not ~~advice~~occurred. ofAccordingly, ~~legal~~the ~~counsel~~Company ~~that~~believes it is ~~too~~has ~~early~~no toindependent ~~estimate~~payment ~~the~~obligation ~~outcome~~to ofLarCo ~~this~~under ~~claim~~the acknowledgment.

12On 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. ~~Operating~~The ~~Lease~~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 ~~nine~~year ~~months~~ ended ~~September~~March 3031, ~~2025~~2026, total lease expense was approximately $5082,~~047~~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 September 30, 2025, are as follows:~~24

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

Year Ending December 31	Amount ($)
2025		25,000
2026		103,500
2026		135,000
2027		144,000
2028		84,000
Total Lease Payments		~~388~~331,500
Less: Imputed Interest		(7837,~~038~~709	)
Present Value of Lease Liability		~~321~~293,~~106~~791

1312. 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 ~~September~~December 3031, 2025 and ~~December~~March 31, ~~2024~~2026, the Company has accounts payable and accrued expenses owed to this related party of $7499,244.

On April 1, 2021, the Company appointed Cameron Chell as Executive Chairman. On December 19, 2024, Cameron resigned from the Company’s ~~Bord~~Board of Directors. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Company had accounts payable and accrued expenses owed to this ~~related~~ related party of $130,032.

OnOur ~~August~~former 1Chairman, ~~2022,~~Cameron Chell (“Mr. Chell”) is the ~~Company~~founder ~~appointed~~of ~~Scott~~Business ~~Gallagher~~Instincts asGroup, ~~President~~Inc. As(“BIG”), a firm in the business of ~~September~~guiding 30early-stage ventures. On April 1, ~~2025~~2021, ~~and~~Mr. ~~December~~Chell 31was appointed Executive Chairman of the Company. On December 19, 2024, Mr. Chell resigned from the Company’s ~~had~~Board ~~accounts~~of Directors. Following his resignation from the Board, Mr. Chell was appointed ~~payable~~chairman ~~and~~of ~~accrued~~the ~~expenses~~Company’s ~~owing~~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 ~~$39,367~~the Company at the time certain obligations to BIG and ~~$200~~to Mr. Chell individually were incurred. As a result,~~135~~ BIG and Mr. Chell are treated as related parties for purposes of this disclosure.

OnAs of March 31, 2026 and December 431, ~~2018~~2025, the Company ~~appointed~~had ~~Swapan~~recorded ~~Kakumanu~~accounts aspayable ~~Chief~~and ~~Financial~~accrued ~~Officer.~~expense Onbalances ~~March~~in 5,connection ~~2025,~~with ~~Swapan~~BIG and ~~resigned~~Mr. ~~from~~Chell in the ~~Company. As~~aggregate amount of ~~September~~$672,524, 30consisting of $542,492 ~~2025~~recorded ~~and~~in ~~December~~respect ~~31,~~of ~~2024~~BIG and $130,032 ~~the~~recorded ~~Company~~in ~~had~~respect of noMr. ~~accounts~~Chell ~~payable~~in ~~and~~his ~~accrued~~former ~~expenses~~capacity ~~owed~~as toExecutive ~~him~~Chairman.

OnThe ~~October~~entire 9,aggregate ~~2017,~~balance ~~the~~is ~~Company~~currently ~~signed~~disputed. anBecause ~~agreement~~Mr. ~~with~~Chell’s ~~RTB~~related-party ~~LLP.~~status awas ~~company~~not ~~owned~~identified byat ~~Swapan~~the ~~Kakumanu~~time tothe ~~provide~~underlying obligations ~~accounting~~were ~~services.~~incurred, Onboth ~~December~~in ~~31,~~his ~~2024~~capacity ~~the~~as ~~company~~founder ~~owed~~of aBIG ~~balance~~and in his capacity as Executive Chairman of ~~$117,476~~the Company. The Company is unable to ~~RTB~~confirm ~~LLP.~~that Onthe ~~August~~recorded 15balances were properly authorized, ~~2025~~appropriately valued, ~~the~~or ~~company~~incurred ~~settled~~in ~~this debt~~accordance bywith the ~~issuance~~Company’s related-party oftransaction 1policies and applicable governance requirements. Accordingly,~~174~~ the amounts,~~760~~ ~~shares~~if atany, ~~price~~that ofmay $0ultimately be determined to be due and owing to BIG or Mr.04 ~~per~~Chell ~~share,~~are ~~however~~subject ~~these~~to ~~shares~~ongoing ~~had~~review ~~not~~and ~~yet~~negotiation ~~been~~between ~~issued~~the parties, including consideration of the Company’s right to offset against such amounts any costs and ~~accordingly,~~damages incurred as a result of the failure to identify and disclose ~~balance~~the ~~owed~~related-party ~~was~~relationship ~~reclassified~~at tothe time the ~~Stock~~obligations ~~subscription~~were ~~payable”~~incurred. ~~account~~Until ~~within~~these ~~stockholders’~~matters ~~equity~~are ~~and~~resolved, ~~resulting~~the infull ~~zero~~recorded aggregate balance ~~due~~of at$672,524 ~~September~~should ~~30,~~be ~~2025~~considered contingent and not an established obligation of the Company.

~~Cameron~~On ~~Chell~~December ~~“Cameron”~~4, ~~founded~~2018, ~~Business Instincts Group Inc. (“BIG”). BIG is in~~ the ~~business~~Company ofappointed ~~guiding~~Swapan ~~early-stage ventures~~Kakumanu ~~through~~as ~~the~~Chief ~~critical~~Financial ~~process of achieving product-market fit~~Officer. AsOn ~~Co-founder~~March of5, ~~BIG~~2025, heSwapan ~~advises~~resigned onfrom ~~operational~~the ~~and marketing strategies for BIG~~Company. ~~BIG was therefore deemed a related party.~~ As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Company had anno accounts payable and accrued ~~expense~~expenses ~~balance~~ owed to ~~BIG in the amount of $542,492~~him.

~~See Note 11 for commitment, contingencies and litigation involving a related party “BIG”.~~25

~~See~~On ~~Note~~October 79, ~~for~~2017, ~~additional~~the ~~Note~~Company ~~Receivable~~signed ~~related~~an ~~party~~agreement ~~transactions~~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.

22On 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.

1413. WARRANTS

A related party cancelled warrants outstanding during 2024. All warrants outstanding on ~~September~~December 3031, 2025 and December 31, 2024, have ~~strike~~ 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:

~~SUMMARIZES~~SCHEDULE OF CHANGES IN WARRANTS OUTSTANDING

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Outstanding at beginning of year		47,~~937~~437,500		104,~~279~~687,~~664~~500
Cancellations		-		(250,000
Issuances		-		2,750,000
Expirations		-		(5,342,164	)
Cancellations		-		-
Outstanding at end of period		4,937,500		4,937,500
Expirations		-		-
Weighted Average Price	$	1.00	$	1.00
Outstanding at end of period		7,437,500		7,437,500
Weighted Average Remaining Years Outstanding		0.79		1.40
Weighted Average Price	$	0.65	$	0.52
Weighted Average Remaining Years Outstanding		0.41		0.66

1514. SHARE CAPITAL

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

On March 1, 2024, the ~~company~~Company issued 2,500,000 shares of ~~our~~ 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~~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 December 19, 2024 the Company converted $12,000 of debt into 2,105,263 shares of our common stock at a value of $.0057 per share.~~26

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 ~~March~~February 1227, ~~2025~~2026, the ~~company~~Company ~~entered~~converted ~~into~~$16,453 of andebt ~~agreement~~into ~~for a private placement for 10~~739,~~000,000~~ 160 shares of ~~the~~its ~~Company’s~~ common stock at a ~~price~~value of $0.05 044 per share. ~~for~~Upon ~~the total consideration of $50~~conversion,~~000.~~ ~~The~~there ~~consideration~~ was ~~received~~no ~~however~~gain ~~the~~or ~~shares were not issued.~~loss ~~The~~recorded ~~Company intends to issue these shares before November 30, 2025. The amount is reported~~ as athe ~~stock~~conversion ~~subscription~~was ~~payable~~consummated inunder the ~~equity section~~terms of the ~~balance~~original ~~sheet and on the statement of stockholders equity~~agreement.

On ~~June~~March 164, ~~2025~~2026, the ~~company~~Company ~~entered~~converted ~~into~~$57,717 anof debt ~~agreement~~into ~~for a private placement for~~ 2,~~500~~772,~~000~~229 shares of ~~the~~its ~~Company’s~~ common stock at a ~~price~~value of $0.02054 per share. ~~for~~Upon ~~the total consideration of $50~~conversion,~~000.~~ ~~The~~there ~~consideration~~ was ~~received~~no ~~however~~gain ~~the~~or ~~shares~~loss ~~were~~recorded ~~not issued. The Company intends to issue these shares before November 30, 2025. The amount is reported~~ as athe ~~stock~~conversion ~~subscription~~was ~~payable~~consummated inunder the ~~equity section~~terms of the ~~balance sheet and on the statement of stockholder’s equity~~original agreement.

On ~~June~~March 165, ~~2025~~2026, the ~~company~~Company ~~entered~~converted ~~into~~$14,000 of andebt ~~agreement~~into ~~for a private placement for 2~~615,~~500,000~~ 385 shares of ~~the~~its ~~Company’s~~ common stock at a ~~price~~value of $0.02 042 per share. ~~for~~Upon ~~the total consideration of $50~~conversion,~~000.~~ ~~The~~there ~~consideration~~ was ~~received~~no ~~however~~gain ~~the~~or ~~shares were not issued.~~loss ~~The~~recorded ~~Company intends to issue these shares before November 30, 2025. The amount is reported~~ as athe ~~stock~~conversion ~~subscription~~was ~~payable~~consummated inunder the ~~equity section~~terms of the ~~balance~~original ~~sheet and on the statement of stockholder’s equity~~agreement.

On March ~~July 04~~9, ~~2025~~2026, the Company ~~and~~ ~~one~~converted $16,564 of ~~its~~debt ~~vendors~~into ~~agreed~~728,088 shares ~~to settle an outstanding payable~~ of ~~$15,000~~its ~~through~~common ~~the~~stock ~~issuance~~at ofa ~~common~~value ~~shares. As~~ of ~~September 30, 2025,~~$0.035 ~~the~~per ~~shares~~share. ~~had~~Upon ~~not yet been issued~~conversion, ~~and~~there ~~the~~was ~~amount~~no ~~has~~gain ~~been~~or ~~reported~~loss recorded as ~~stock subscription payable within~~ the ~~equity~~conversion ~~section~~was ofconsummated ~~the~~under ~~balance sheet and on~~ the ~~statement~~terms of ~~stockholders’~~the ~~equity~~original agreement.

On March ~~August 15~~16, ~~2025~~2026, the Company ~~and~~ ~~one~~converted ~~of its vendors agreed to settle an outstanding payable of~~ $2415,000 of ~~through~~debt ~~the~~into ~~issuance~~923,077 shares of its common ~~shares.~~stock Asat ofa ~~September~~value ~~30,~~of ~~2025,~~$0.027 ~~the~~per ~~shares~~share. ~~had~~Upon ~~not yet been issued~~conversion, ~~and~~there ~~the~~was ~~amount~~no ~~has~~gain ~~been~~or ~~reported~~loss recorded as ~~stock subscription payable within~~ the ~~equity~~conversion ~~section~~was ofconsummated ~~the~~under ~~balance sheet and on~~ the ~~statement~~terms of ~~stockholders’~~the ~~equity~~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 87 for the shares to be issued to the note holder in settlement of ~~note~~notes payable.

2315. STOCK-BASED COMPENSATION

~~16.~~The ~~STOCK~~Company has adopted the 2017 Equity Incentive Plan (“the Plan”) under which non-~~BASED~~transferable ~~COMPENSATION~~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 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 the 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. As of September 30, 2025, the Company had 33,213,334 stock options outstanding, of which 32,840,691 were exercisable. At December 31, 2024, the Company had the same number of options outstanding and 30,046,665 were exercisable.

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.

(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.

~~(ii) 1/3 on the second anniversary date; and~~28

(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.

(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.

(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

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

(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.

(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.

(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.

~~(ii) 1/3 on the first anniversary date; and~~29

(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

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

(ii) 1,000,000 on the third anniversary date.

16. STOCK-BASED COMPENSATION (CONT’D)

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.

~~Stock-based~~On ~~compensation~~April ~~expense~~8, ~~recognized~~2025, ~~for~~ the ~~period~~Company ~~ended~~granted ~~September~~a ~~30,~~total ~~2025~~of ~~and~~2,000,000 ~~year~~stock ~~ended~~options ~~December~~to 31directors, ~~2024,~~officers ~~were~~and ~~$52,306~~consultants ~~and~~of ~~$317,342, respectively~~the Company. ~~Stock~~The stock options ~~granted~~ are ~~valued~~exercisable ~~using~~at the exercise price of $0.02 per share for a ~~fair~~period ~~value~~of ~~calculation~~ten ~~based~~years onfrom the ~~Black-Scholes~~date ~~valuation~~of ~~model~~grant. The ~~weighted~~stock options ~~average~~have ~~assumptions~~a ~~used~~fair invalue ~~the~~of ~~calculation~~$0.01. ~~are~~The asoptions ~~follows:~~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, 2024
	Year ended December 31, 2025
Share price	$	0.02012
Exercise price	$	0.02
Time to maturity (years)		10
Risk-free interest rate		4.0526	%
Expected volatility		48290.0936	%
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		87.3080
Granted		-2,000,000		-0.01		-.02		-9.27
Cancelled		-		-		-		-
Options outstanding, September 30, 2025		33,213,334		0.10		0.10		7.10
Options outstanding, December 31, 2025		35,213,334		0.09		0.10		6.98
Options exercisable, September 30, 2025		32,840,691		0.09		0.10		7.09
Options exercisable, December 31, 2025		33,129,998		0.09		0.10		6.96
Options exercisable, December 31, 2024		30,046,665		0.09		0.10		8.05
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.

1716. INCOME TAXES

For ~~the~~all ~~nine~~results ~~months~~of ~~ended~~operations ~~September~~to 30date, ~~2025 and fiscal year ending December 31, 2024,~~ there ~~was~~has been no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.

As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Company had net operating loss carry forwards of approximately $57,~~690~~258,~~687~~057 and $56,~~534~~611,~~653~~460, respectively. The carry forwards expire through the year ~~2044~~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.

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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 Nine Months Ended			For the Year Ended
	For the Three months Ended			For the Three months Ended
	September 30, 2025			December 31, 2024
	March 31, 2026			March 31, 2025
Net income (loss) before taxes	$	(~~985~~2,~~026~~437,157	)	$	(223,~~880,147~~068	)
Adjustments to arrive at taxable income/loss
Permanent differences:		12,764			-24,378
Temporary differences:		~~828~~1,~~992~~566,067			~~246,000~~-
Taxable income (loss)		(~~156~~858,~~034~~326	)		(21,~~634,147~~310	)
Current Year Taxable income (loss)		(~~156~~858,~~034~~326	)		(21,~~634,147~~310	)
NOL carried forward prior year (tax return)		(56,~~534~~611,~~653~~460	)		(25,~~900~~534,~~506~~653	)
NOL carried forward at period end		(57,~~690~~469,~~687~~786	)		(5,~~534~~533,~~653~~343	)
Deferred Tax Asset - Federal Rate (21%)	$	~~(32~~180,~~767~~248	)	$	~~(553,171~~275	)
Deferred Tax Asset - State Rate (1.5%)		(212,~~341~~875	)		~~(39,512~~20	)
Total Deferred Tax Asset		~~(35~~193,~~108~~123	)		~~(592,683~~295	)
Valuation Allowance		35(193,~~198~~123	)		~~592,683~~(295	)
Deferred tax per books	$	-		$	-

~~17.~~The ~~INCOME~~tax ~~TAXES~~effects ~~(CONT~~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’D)s deferred tax assets at March 31, 2026 and March 31, 2025, are as above.

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 September 30, 2025 and December 31, 2024, respectively, 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.

1817. 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:

~~SUMMARY~~ SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Non-controlling interest beginning of the period	$	(161,258	)	$	(161,258	)
Issuance of shares by EnderbyWorks, LLC		-			-
Non-controlling interest end of period	$	(161,258	)	$	(161,258	)
Net income (loss)		-			-
Acquisition		-			-
Non-controlling interest end of period	$	(161,258	)		(161,258	)

1918. SUBSEQUENT EVENTS

~~Management~~On ~~has~~June ~~evaluated~~30th ~~subsequent~~2026, ~~events~~Braden Glasbergen resigned as the Company’s Chief Financial Officer, Treasurer and ~~transactions~~Secretary, ~~through~~effective immediately. ~~November~~Effective 10July 1, ~~2025~~2026, the ~~date~~Board ~~the~~of ~~consolidated~~Directors ~~financial~~appointed ~~statements~~Scott ~~were~~Gallagher ~~issued. Based~~to onserve ~~this~~as ~~evaluation,~~Interim ~~management~~Chief ~~determined~~Financial ~~that~~Officer noand W. ~~material~~Scott ~~subsequent~~McBride ~~events~~to ~~require~~serve ~~disclosure~~as inInterim ~~the~~Treasurer ~~financial~~and ~~statements~~Secretary.

27On 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, ~~2024~~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. ~~This~~These ~~list~~risks ~~highlights~~include, ~~some~~among ofothers: ~~the~~our ~~risks~~proposed ~~which~~plan ~~may~~of ~~affect~~operations; ~~future~~our ~~operating~~financial ~~results. These are the risks~~ and ~~uncertainties~~operating weobjectives ~~believe are most important for you to consider. Additional risks~~ and ~~uncertainties,~~strategies ~~not presently known~~ to ~~us,~~achieve ~~which~~them; wethe ~~currently~~costs ~~deem~~and ~~immaterial, or which are similar~~timing toof ~~those~~our ~~faced~~services; ~~by other companies in~~ our ~~industry~~use orof ~~business~~available infunds; ~~general, may also impair~~ our ~~business~~capital ~~operations.~~and Iffunding ~~any~~requirements; ofand ~~the following risks or uncertainties actually occur,~~ our ~~business,~~other financial ~~condition~~or ~~and~~ operating ~~results would likely suffer~~performances. ~~These risks include, among others, the following:~~

●These forward-looking ~~our~~statements ~~proposed~~are ~~plan~~only ofpredictions ~~operations;~~and ●involve ~~our~~known ~~financial~~ and ~~operating~~unknown ~~objectives~~risks, uncertainties and ~~strategies~~other factors, including our inability to ~~achieve~~efficiently ~~them;~~manage ●our ~~the~~operations, ~~costs~~general economic and ~~timing~~business ofconditions, our ~~services;~~negative ●operating ~~our~~cash ~~use~~flow, ofour ~~available~~ability ~~funds;~~to ●obtain additional financing, our ability to collect outstanding loans, increases in capital and ~~funding~~operating ~~requirements;~~costs, risks relating to regulatory changes or actions, and ●other risk factors discussed in our ~~other~~Annual ~~financial~~Report oron ~~operating~~Form ~~performances~~10-K.

~~The~~In ~~material~~this ~~assumptions~~quarterly ~~supporting~~report, ~~these~~unless ~~forward~~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-~~looking~~owned ~~statements~~subsidiaries ~~include~~CurrencyWorks USA Inc., ~~among~~Energy ~~other~~Works, ~~things:~~Inc. and EnderbyWorks LLC, and its 80% owned subsidiary Motoclub LLC, unless otherwise specified.

● our future growth potential, results of operations, future prospects and opportunities; ● execution of our business strategy; ● there being no material variations in current regulatory environments; ● our operating expenses, including general and administrative expenses; ● our ability to obtain any necessary financing on acceptable terms; ● timing and amount of capital expenditures; ● retention of skilled personnel; ● continuation of current tax and regulatory regimes; and ● general economic and financial market conditions.

Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:

● 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; ● other risk factors discussed in our annual report on Form 10K filed on May 9, 2025

any of which may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Further, although we have attempted to identify factors that could cause actual results, levels of activity, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause results, levels of activity, performance or achievements not to be as anticipated, estimated or intended.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect management’s current judgment regarding the direction of our business, actual results may vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Accordingly, readers should not place undue reliance on forward-looking statements. Except as required by applicable law, including the securities laws of the United States and Canada, we do not intend to update any of the forward-looking statements to conform these statements to actual results. All forward-looking statements in this annual report are qualified by this cautionary statement.

Unless otherwise stated, all financial information contained herein is shown in United States dollars. Our financial statements are prepared using the United States’ generally accepted accounting principles. Unless otherwise stated, “$” refers to United States dollars.

In this quarterly report, unless otherwise specified, all references to “shares” refer to shares of common stock in the capital of our company.

As used in this annual report, the terms “we”, “us”, “the Company”, “our” and “Waste Energy” mean Waste Energy Corp. and its wholly-owned subsidiary, 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

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2025~~2026 compared to the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2024~~2025

Revenue

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 we recognized total revenue of $~~299~~83,~~167~~333 generated, coming from our waste conversion business, for the period ending March 31,2026 revenue was generated from consulting services ~~and~~for ~~raw~~our ~~material~~waste ~~fees~~conversion business. We recognized no total revenue of $41,667 for the ~~nine~~ three months ended ~~September~~March 3031, ~~2024~~2025, coming from consulting services.

Operating Expenses

We incurred general and administrative expenses of $~~453~~ 365,~~213~~839 and $146,~~105,884~~858 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively, representing aan ~~decrease~~increase of $~~652~~318,~~671~~981 between the two periods. These expenses consisted primarily of stock-based compensation, consulting fees, ~~pre-licensing fees,~~ professional fees, and other general and administrative costs. The ~~decrease~~increase inis ~~general~~a ~~and~~result ~~administrative~~of ~~expenses was~~increased ~~mainly~~business ~~due~~development tocosts associated ~~the~~with ~~immediate vesting options issued to management in and~~ the ~~board~~build inout ~~2024~~of ~~that~~our ~~did~~Midland ~~not~~waste ~~reoccur~~conversion ~~in 2025~~business.

2932

Net Profit (Loss) from Operations

We incurred net loss from operations of $~~156~~312,~~034~~506 and $15,~~105,884~~191 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively, representing aan increase in our net ~~change~~loss of $~~949~~307,~~850~~315, primarily attributable to the factors discussed above under the headings “Revenue” and “Operating Expenses”.

Other Income (Expense)

Other ~~expenses~~ ~~were~~Expense was $~~828~~2,~~992~~124,651 ~~and~~compared to $117,~~631,798~~877 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, ~~respectively,~~resulting ~~consisting~~in ofan ~~interest~~increase ~~expense~~of $2,106,774 ~~from~~for the ~~loan~~period ~~payable~~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 ~~changes~~loss on change in ~~derivative~~fair ~~liability~~value of derivatives and loss on new and settled derivatives liabilties during the three months ended March 31, 2026.

Net Loss from Discontinued Operations

Enderby Works, LLC and MotoClub, LLC were deemed discontinued operations in 2024 due to management’s strategic decision to shift its business focus to the waste-to-energy industry.

Discontinued operations reported no income in 2025 and 2024, incurred other expenses in the amount of $1,554,250 for the impairment of software for FY2024 and nil for FY2025.

Net and Comprehensive Profit (Loss)

Net ~~profit~~ (loss) attributable to Waste Energy was $~~(985~~2,~~026)~~437,157 ~~and~~compared (to a net loss of $223,~~737,682)~~068 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025,~~2026 and ~~2024,~~ 2025, respectively, representing an increase in net loss of $12,~~752~~414,~~656~~089. This ~~reduction~~ 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 September 30, 2025			As at December 31, 2024
	As at March 31, 2026			As at December 31, 2025
Current Assets	$	~~113~~98,~~949~~908		$	3599,~~682~~744
Current Liabilities		(46,~~214~~831,~~223~~105	)		(34,~~206~~597,~~371~~087	)
Working Capital (Deficit)	$	(46,~~100~~732,~~304~~197	)	$	(34,~~170~~497,~~689~~343	)

Current Assets

Current assets on ~~September~~March 3031, ~~2025~~ 2026, were comprised of cash and cash equivalents of $4767,~~419~~408, prepaid rent of $12,000, security deposit of $12,000 and accounts receivable net of $427,500.

Current assets on December 3130, ~~2024~~2025, were comprised of ~~only~~ cash and cash equivalents of $~~682~~68,244, prepaid rent of $12,000, security deposit of $12,000 and accounts receivable, net of $357,~~000~~500.

Current Liabilities

On ~~September~~March 3031, ~~2025~~2026, current liabilities were comprised of accounts payable and accrued expenses of $1,~~317~~534,~~648~~406 (related and unrelated parties), notes payable, ~~net~~of $~~345~~117,~~604~~000, convertible notes payable $~~710~~916,~~650~~832, derivative liability of $14,~~554~~045,~~288~~667, ~~deferred~~current ~~revenue~~portion of lease liability of $~~208~~139,~~333,~~500 and deposits payable of $77,700.

On December 31, ~~2024~~2025, current liabilities were comprised of accounts payable and accrued expenses of $1,~~611~~497,~~263~~767 (related and unrelated parties), notes payable, ~~net~~ $~~183~~117,~~056~~000, convertible notes payable $1857,~~293~~353,~~409,~~ derivative liability of $401,~~941~~828,934, and deferred revenue of $7783,~~700~~333.

Cash Flow

Our cash flows for the nine months ended September 30, 2025 and 2024 are as follows:

	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

	Nine months ended September 30, 2025			Nine months ended September 30, 2024
Net cash provided from (used in) operating activities	$	(50,012	)	$	(478,094	)
Net cash used in investing activities	$	(468,048	)		-
Net cash provided by financing activities		564,797			475,730
Net changes in cash and cash equivalents	$	46,737		$	(2,364	)

Operating Activities

Net cash used by operating activities was $50373,~~012~~040 for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2025~~2026, compared to net cash used of $~~478~~339,~~094~~619 for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2024~~2025, representing ana ~~increase~~decrease of $~~428~~712,~~082~~659. This ~~increase~~decrease was primarily due to ~~the~~a ~~receipt~~$516,666 year ofover ~~deferred~~year ~~revenue~~decrease ~~from~~in adeferred ~~contract~~revenue ~~received~~and ~~offset~~timing byof ~~the~~settlement ~~payment~~of ~~to related parties for~~ accounts payable ~~during~~and ~~the~~accrued ~~nine months of 2025~~liabilities.

Investing Activities

Net cash used in investing activities was $~~468,048~~nil for the ~~nine~~three-month period ended ~~September~~March 3031, ~~2025~~2026, compared to ~~nil~~$310,000 for the same period in ~~2024—an~~2025, ~~increase~~a decrease of $~~468~~310,~~048~~000. This ~~increase~~decrease was primarily attributable to payments made to acquire a waste-to-energy machine~~. The~~ ~~company has not obtained custody of~~ during the ~~machine,~~three ~~its~~months ~~construction~~ended isMarch ~~not complete nor does the company have control~~31, ~~the amount is therefore held as a deposit made for capital advance~~2025.

Financing Activities

~~Financing~~Net ~~activities~~cash provided ~~cash~~by offinancing activities was $~~564~~372,~~797~~206 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, compared to $~~475~~34,~~730~~005 for the ~~nine~~three months ended ~~September 30~~March 31, ~~2024~~2025, representing an increase of $89338,~~067~~201. The increase was primarily due to the Company ~~receiving higher~~ proceeds from convertible ~~notes~~ notes during the ~~nine~~three months ended ~~September~~March 3031, ~~2025, compared to lower proceeds received during the same period in 2024~~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. ~~Projected~~ ~~working~~Our ~~capital~~estimated ~~requirements~~general and administrative expenses for the next ~~twelve~~12 months are ascomprised ~~follows~~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.

~~Our~~We ~~estimated~~will ~~general~~require additional cash resources to meet our planned capital expenditures and ~~administrative~~working ~~expenses~~capital requirements for the next 12 months. We ~~are~~expect ~~$900,000~~to ~~and~~derive ~~are~~such ~~comprised~~cash through the sale of: ~~consulting~~equity ~~fees,~~or ~~accounting~~debt ~~services, board~~securities or by obtaining a credit facility. The sale of ~~directors~~additional equity ~~and~~securities will result in dilution to our ~~advisory~~stockholders. ~~board~~The incurrence of indebtedness will result in debt service obligations, which ~~investor~~could ~~relations~~cause ~~consultants~~additional dilution to our stockholders, and could require us to ~~our~~agree ~~public~~to ~~relations~~financial ~~and~~covenants ~~marketing~~that ~~consultants;~~could ~~legal~~restrict our ~~and~~operations ~~professional~~or ~~fees~~modify ~~(including~~our ~~auditing~~plans ~~fees);~~to ~~for~~source ~~insurance;~~new ~~marketing~~business ~~and~~opportunities. ~~advertising~~Financing ~~expenses;~~may ~~trade~~not ~~shows;~~be ~~travel~~available ~~expenses;~~for ~~office~~amounts at terms acceptable to ~~rent~~us, ~~and~~if ~~miscellaneous~~at ~~and~~all. ~~office~~Failure ~~expenses~~to raise additional funds could cause our company to fail.

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 opportunity. 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~~, 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 ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the Company incurred ~~net~~ net loss of $~~985~~2,~~026~~437,157 and $223,~~737~~068,~~682,~~ respectively. On ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Company has an accumulated deficit of $5053,~~943~~472,~~442~~381 and $4951,~~958~~035,~~417~~224, negative working capital of $46,~~100~~732,~~304,~~197 and $34,~~170~~497,~~689~~343, respectively, and cash balances of $4767,~~419~~ 408 and $~~682~~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.

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~~ 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 ~~a result~~ of ~~the~~March ~~material weaknesses in our internal control over financial reporting described in our annual report on Form 10-K for the fiscal year ended December~~ 31, ~~2024,~~2026 ~~our~~that ~~disclosure~~the controls ~~and procedures~~ were ~~not~~ ~~effective as of September 30, 2025~~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 ~~period~~quarter ended ~~September 30~~March 31, ~~2024,~~2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3234

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

~~On July 31, 2024,~~ LarCo Holdings, LLC (“LarCo”) filed a joint complaint against BIG and the Company in the Superior Court of the State of Arizona, Maricopa County, demanding a total settlement of $1,321,382 of which the Company is to pay $752,500 as a partial settlement of this amount. The claim discloses the Company contingent commitment to settle a portion of this loan if a specific customer invoice is collected. The Company intends to file a motion to dismiss this claim against it, as it has never collected on the specified invoice and the Company’s agreement for partial payment of this loan was solely dependent on collecting this customer balance. Management determined with the advice of legal counsel that it is too early to estimate the outcome of this claim.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 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, 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 ~~September~~March 3031, ~~2025~~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.

3335

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)

3436

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)

3537

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)

3638

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)

3739

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)

3840

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 Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)		Section 1350 Certifications
32.1*		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(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)

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.

3941

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/ Braden Glasbergen Braden Glasbergen Chief Financial Officer (Duly Authorized Officer) Dated: November 13, 2025~~

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

Filing Compare · WASTE ENERGY CORP.