[10-K] WASTE ENERGY CORP. Files Annual Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
| PART I | 3 |
| ITEM 1. BUSINESS | 4 |
| ITEM 1A. RISK FACTORS | 9 |
| ITEM 1B. UNRESOLVED STAFF COMMENTS | 13 |
| ITEM 2. PROPERTIES | 14 |
| ITEM 3. LEGAL PROCEEDINGS | 14 |
| ITEM 4. MINE SAFETY DISCLOSURES | 14 |
| PART II | 15 |
| ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 15 |
| ITEM 6. [RESERVED] | 16 |
| ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 16 |
| ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 19 |
| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 19 |
| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 20 |
| ITEM 9A. CONTROLS AND PROCEDURES | 20 |
| ITEM 9B. OTHER INFORMATION | 21 |
| ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 21 |
| PART III | 22 |
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 22 |
| ITEM 11. EXECUTIVE COMPENSATION | 25 |
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 27 |
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 28 |
| ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES | 29 |
| PART IV | 30 |
| ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 30 |
| ITEM 16. FORM 10-K SUMMARY | 35 |
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PART I
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements are subject to the safe harbors created by those sections and the Private Securities Litigation Reform Act of 1995. All statements contained in this Annual Report, other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, our planned commercial deployment in Midland, Texas, the development, importation, installation, commissioning, and operation of our waste conversion equipment, our expected production of tire-derived oil, recovered carbon black, recovered steel, and synthetic gas, our anticipated revenue sources, our plans to expand to 30 tons-per-day and additional future facilities, our development of AI-based emissions monitoring and automated carbon credit creation technology, our ability to obtain required permits and approvals, our capital and financing requirements, and our objectives for future operations, are forward-looking statements. Words such as “believes,” “may,” “will,” “estimates,” “potential,” “continues,” “anticipates,” “intends,” “expects,” “could,” “would,” “projects,” “plans,” “targets,” and variations of such words and similar expressions are intended to identify forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs.
These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” in this Annual Report. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to:
| ● | our ability to successfully complete site preparation, importation, installation, commissioning, and operation of our initial 15 tons-per-day waste conversion system at our planned Midland, Texas facility; | |
| ● | the performance, reliability, and output quality of our waste conversion technology at commercial scale; | |
| ● | our ability to secure and maintain a consistent supply of waste tire and plastic feedstock on commercially reasonable terms; | |
| ● | our ability to enter into and perform under offtake agreements for tire-derived oil, recovered carbon black, recovered steel, and related products; | |
| ● | fluctuations in the market prices of fuels, carbon black, steel, and other commodities relevant to our business; | |
| ● | our ability to obtain, maintain, and renew required federal, state, and local environmental, air quality, scrap tire, zoning, and operating permits and approvals, including those administered by the Texas Commission on Environmental Quality; | |
| ● | changes in environmental laws and regulations, including those relating to greenhouse gas emissions, waste handling, and renewable fuels; | |
| ● | our ability to generate and monetize carbon credits and other environmental credits; | |
| ● | our status as an early-stage company with a limited operating history, significant accumulated deficit, and recurring operating losses; | |
| ● | substantial doubt about our ability to continue as a going concern; | |
| ● | our need for, and ability to obtain, additional debt or equity financing on acceptable terms, or at all; | |
| ● | the potential for significant dilution to our stockholders arising from the issuance of shares upon conversion of outstanding convertible notes, including notes with variable conversion features tied to our trading price, and from future capital raises; | |
| ● | the trading characteristics of our common stock, including its status as a “penny stock” and the limited trading market on the OTCQB; | |
| ● | the outcome of pending or threatened legal proceedings and disputed related-party obligations; | |
| ● | disruptions to supply chains, equipment deliveries, or construction timelines; | |
| ● | our dependence on the limited number of executive officers, directors, and third-party consultants; | |
| ● | the material weaknesses in our internal control over financial reporting and our ability to remediate them; | |
| ● | cybersecurity incidents affecting our information technology or operational technology systems; and | |
| ● | general economic, financial market, and political conditions. |
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Readers are urged to carefully review and consider the various disclosures made in this Annual Report and in other documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”) that disclose risks and uncertainties that may affect our business. We operate in a highly competitive and rapidly evolving industry. New risks emerge from time to time, and it is not possible for us to predict all such risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. The forward-looking statements in this Annual Report are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update such statements for any reason after the date of this Annual Report or to conform statements to actual results or revised expectations, except as required by law.
You should read this Annual Report and the documents that we reference herein and have filed with the SEC as exhibits to this Annual Report with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.
This Annual Report also contains estimates, projections, and other information concerning our industry, our business, and the markets for our products, including data regarding the estimated size of those markets, waste generation volumes, and related environmental impacts. Information that is based on estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained the industry, business, market, and other data contained in this Annual Report from reports, research surveys, studies, and similar data prepared by third parties (including, without limitation, the Yale School of the Environment, the Ocean Conservancy, and the Organisation for Economic Co-operation and Development), industry and general publications, government data, and similar sources. While we believe these third-party sources to be reliable as of the date of this filing, we have not independently verified the data obtained from these sources and cannot guarantee their accuracy or completeness. In some cases, we do not expressly refer to the sources from which these data are derived.
Unless otherwise stated, all financial information contained herein is shown in United States dollars. Our financial statements are prepared in accordance with generally accepted accounting principles in the United States. Unless otherwise stated, “$” refers to United States dollars.
In this Annual 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,” “our,” “the Company,” and “Waste Energy” mean Waste Energy Corp. and its consolidated subsidiaries, unless otherwise specified.
ITEM 1. BUSINESS
Corporate Overview
Waste Energy Corp. (“Waste Energy,” “we,” “us,” “our,” or the “Company”) is an early-stage clean-energy company focused on converting non-recyclable waste tires and plastics into usable fuel, reusable commodities, and renewable energy products. We are engaged in the development and commercial deployment of a waste conversion technology platform that uses a thermal process operating in an oxygen-restricted environment to break down waste tires and plastic materials at elevated temperatures, producing valuable byproducts without combustion.
Our planned commercial operations are designed to produce four primary outputs:
| ● | Tire-Derived Oil (“TDO”) — a liquid fuel product that may be sold directly for industrial use or further refined through distillation into diesel-like products and other fuel fractions; | |
| ● | Recovered Carbon Black (“rCB”) — a reusable carbon material suitable for rubber products, plastics, pigments, coatings, and other manufacturing applications; | |
| ● | Recovered Steel — steel recovered from waste tires that can be sold into scrap and recycling markets; and | |
| ● | Synthetic Gas (“Syngas”) — a gaseous fuel generated during processing that may be reused internally to help power the system and reduce external energy requirements. |
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In addition to our core waste conversion operations, we are developing a patent-pending platform for AI-based emissions monitoring, feedstock analysis, PFAS identification, and automated carbon credit creation and tracking, which we intend to integrate into our facilities and potentially license to third parties.
Our business is in its early stages. We have generated only limited revenue to date, have incurred significant operating losses since inception, and have not yet commenced commercial operations at our planned Midland, Texas facility. There can be no assurance that we will achieve profitability or that our technology will be commercially viable at scale. See “Risk Factors.”
Planned Revenue Sources
We expect to generate revenue from five principal sources:
(i) Sales of Tire-Derived Oil. We intend to sell TDO products to industrial users, refiners, brokers, and commercial buyers. Revenue from these sales will be recognized upon shipment and delivery of products. In certain cases, buyers may enter into prepayment arrangements for secured supply.
(ii) Sales of Recovered Carbon Black and Recovered Steel. We intend to sell rCB and recovered steel into industrial, recycling, and commodity markets. Revenue will be recognized upon shipment and delivery.
(iii) Feedstock Processing Fees. We intend to charge tipping or processing fees to municipalities, counties, tire haulers, transfer stations, waste companies, and industrial generators for accepting waste tires and plastics. Revenue will be recognized at the point in time when we accept the waste material for processing and the agreed fee becomes due.
(iv) Environmental Credit Monetization. Our operations are expected to generate environmental credits, including carbon credits, plastic credits, and other sustainability-linked incentives, which may be sold on regulated and voluntary markets or bundled with our fuel and carbon black products at a premium for sustainability-focused buyers. Revenue will be recognized upon completion of credit sales on recognized markets or as part of contractual arrangements with off-takers.
(v) Consulting, Licensing, and Equipment Sales. We intend to offer consulting services to landfills, waste management firms, and industrial generators, and we may pursue future revenue from licensing our intellectual property (including our AI-based emissions and carbon credit platform) and from the sale of proprietary equipment. Revenue will be recognized based on the specific terms of each arrangement.
As of the date of this Annual Report, we have not finalized any material offtake agreements, although we have entered into agreements that are subject to output laboratory results. In 2025, we became a registered vendor for Midland County, Texas, which has been an important early relationship in our feedstock development efforts.
Corporate History
We were incorporated under the laws of the State of Nevada on July 20, 2010, under the name Redstone Literary Agents, Inc. Since inception, we have operated under several successive names and business models as our strategic focus has evolved:
| ● | In 2017, we shifted our focus to blockchain consulting services and formed our subsidiary AppCoin Innovations (USA) Inc. (subsequently renamed ICOx USA, Inc. and later CurrencyWorks USA, Inc.). | |
| ● | On September 3, 2019, we changed our corporate name from ICOx Innovations Inc. to CurrencyWorks Inc. | |
| ● | On August 24, 2022, we changed our corporate name from CurrencyWorks Inc. to MetaWorks Platforms, Inc., reflecting a focus on digital asset platforms, metaverse applications, and related services. | |
| ● | Between June and September 2024, our board of directors approved a strategic shift away from our legacy businesses in blockchain consulting, digital asset platforms, and entertainment content, and directed the Company’s focus toward the waste-to-energy industry. In connection with this shift, we ceased operations at our EnderbyWorks, LLC and Motoclub LLC subsidiaries. | |
| ● | On September 6, 2024, we changed our corporate name from MetaWorks Platforms, Inc. to Waste Energy Corp. | |
| ● | During 2025, we advanced from the development stage toward commercial deployment by securing and preparing our initial planned commercial deployment site in Midland, Texas; acquiring and importing our initial 15-ton-per-day waste conversion system and related distillation equipment; completing substantial site preparation work; and filing a provisional patent application covering our AI-based emissions monitoring and automated carbon credit creation technology. |
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We may continue to receive residual revenues from contractual obligations entered into under our former lines of business, but we do not plan to pursue new projects or contracts in those areas.
Subsidiaries
As of the date of this Annual Report, we conduct our operations through the following subsidiaries:
| ● | CurrencyWorks USA, Inc. (Nevada) — wholly owned; formerly used for legacy blockchain consulting operations. | |
| ● | Energy Works, Inc. (Florida) — wholly owned; incorporated on May 13, 2024 to support our waste-to-energy operations. | |
| ● | EnderbyWorks, LLC (Delaware) — wholly owned since March 15, 2023; operations were ceased in 2024 as part of our strategic shift. Residual rights under a film distribution agreement may be retained or transferred to a different entity in the future. |
| ● | Motoclub LLC (Delaware) — 80% owned; operations were ceased in 2024 as part of our strategic shift. |
References in this Annual Report to “we,” “us,” “our,” “the Company,” and “Waste Energy” refer to Waste Energy Corp. together with its consolidated subsidiaries, unless otherwise specified.
Market Opportunity
We believe the market for waste tire and plastic waste conversion is substantial and growing. Each year, hundreds of millions of waste tires are generated in the United States alone, and millions of tons of plastic waste continue to be landfilled, stockpiled, or improperly disposed of. Waste tires in particular create significant environmental concerns, including fire risk, mosquito breeding, landfill overuse, and long-term contamination.
According to a report published by the Organisation for Economic Co-operation and Development in 2022, global plastic waste is projected to nearly triple by 2060. Research published by the Yale School of the Environment has documented the presence of microplastic particles in human tissue, including brain tissue, underscoring the human-health implications of unmanaged plastic waste. The Ocean Conservancy has reported that hypoxic “dead zones” — including one in the Gulf of Mexico associated with upstream pollutant discharge — have expanded substantially in recent years. While we have not independently verified this third-party data and it is subject to the uncertainties described in “Special Note Regarding Forward-Looking Statements,” we believe these trends reflect a growing need for scalable waste-conversion solutions of the type we are developing.
We believe Waste Energy is positioned to address these challenges through a modular deployment model that can be located near waste generation sources, industrial fuel demand, and regions with limited landfill capacity or significant waste-transportation costs.
Facilities
Our principal planned operating site is located in Midland, Texas, on approximately four acres of industrial property. The site includes an approximately 5,000 square foot workshop and office building and is being developed to support the installation and operation of our initial 15-TPD waste conversion system and related distillation equipment.
The Midland site is designed to include feedstock receiving and storage areas, processing equipment, distillation equipment, product storage, office space, and supporting infrastructure. The site has been designed to accommodate future expansion to 30 TPD through the planned addition of a second processing line, and is capable of further scaling to 60 TPD.
As of the date of this Annual Report, our initial 15-TPD waste conversion system has arrived at the Midland site and is expected to be ready for operation in the third quarter of 2026. The approximately $653,000 in payments made to acquire this equipment have been classified as a capital advance on our consolidated balance sheet pending transfer of control and the placement of the equipment into service. See Note 6 to our consolidated financial statements. We have not yet commenced commercial operations at the Midland site, and there can be no assurance regarding the timing of equipment delivery, installation, commissioning, or the achievement of steady-state operations.
In addition to our Midland site, we lease office premises in Fairfield, California, which serve as our principal executive offices. See Item 2, “Properties.”
Because we have not yet commenced commercial operations, we have a limited basis to assess the impact of seasonal factors on our business. We currently expect that severe weather, transportation disruptions, or supply chain issues could impact feedstock deliveries, construction timelines, or future facility operations.
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Growth Strategy
Our current strategy is centered on the launch of our first commercial facility in Midland, Texas, building on the development milestones achieved during 2025. We intend to use the Midland site as a proof of concept for our business model, operating strategy, and recurring revenue generation capabilities. Following successful commissioning, we plan to pursue additional feedstock agreements, offtake agreements, municipal partnerships, and future facility deployments in other geographic regions.
We are designing the Midland site to support future expansion from an initial 15 TPD to 30 TPD through the addition of a second processing line, with further scaling capacity to 60 TPD. Our long-term vision includes establishing a network of modular waste conversion facilities located near waste generation sources, landfills, transfer stations, industrial hubs, and energy demand centers.
Execution of this strategy will depend on a number of factors, many of which are outside our control, including the performance of our waste conversion technology at commercial scale, our ability to secure feedstock and offtake agreements on commercially reasonable terms, our ability to obtain required permits and approvals, and our ability to raise additional capital. See “Risk Factors” in Item 1A of this Annual Report.
Risk Factor Summary
Our business is subject to numerous risks and uncertainties, any of which could materially and adversely affect our business, financial condition, results of operations, and prospects. These risks are described in detail under “Risk Factors” in Item 1A of this Annual Report and include, among others, risks related to our early-stage status and history of operating losses; substantial doubt about our ability to continue as a going concern; our need for additional capital and potential dilution to our stockholders; the performance, delivery, installation, and commissioning of our waste conversion equipment; the availability, quality, and cost of feedstock; commodity price volatility; regulatory and permitting requirements; competition; cybersecurity threats to our operational and information technology systems; material weaknesses in our internal control over financial reporting; and the limited trading market for our common stock. The summary above is qualified in its entirety by the more detailed discussion in Item 1A.
Sales and Marketing
To support the growth of our business, we are implementing a commercial strategy focused on feedstock acquisition, offtake relationships, and strategic partnerships. Key components of our strategy include:
| ● | Direct Sales and Business Development — engaging directly with municipalities, counties, tire haulers, transfer stations, landfills, recyclers, and industrial customers to secure feedstock supply and customer relationships. | |
| ● | Offtake and Commodity Sales — developing relationships with buyers of tire-derived oil, refined fuels, recovered carbon black, recovered steel, and related products. | |
| ● | Strategic Partnerships — pursuing relationships with municipalities, counties, environmental organizations, industrial companies, and waste service providers to support feedstock supply, offtake, co-development, and facility siting. | |
| ● | Brand Development and Outreach — leveraging the Company’s website, social media presence, and targeted content marketing to increase awareness of the waste tire and plastic waste problem and our proposed solution. | |
| ● | Industry Engagement — participating in industry conferences, trade associations, and clean-energy events to support our positioning in the waste conversion and landfill diversion sector. |
As a public company, we also maintain investor relations and public communications programs, which are managed separately from our commercial sales and marketing activities.
Competition
The waste-to-energy, recycling, and alternative fuel sectors are highly competitive and include both established companies and emerging businesses. We compete, or expect to compete, with companies involved in tire recycling, plastic recycling, pyrolysis, landfill operations, waste collection, fuel refining, and carbon recovery.
Our principal competitors include:
| ● | Brightmark Energy; | |
| ● | Agilyx Corporation; | |
| ● | Alterra Energy; | |
| ● | Liberty Tire Recycling; | |
| ● | municipal and private landfill operators; | |
| ● | scrap tire processors and crumb rubber companies; and | |
| ● | other waste-to-energy and renewable fuel developers. |
Many of our competitors have substantially greater financial, technical, operational, and marketing resources than we do, as well as established customer relationships, permits, and operating histories. We believe our principal current competitive attributes include a modular and scalable business model, the ability to generate multiple revenue streams from a single feedstock source, the potential to earn both commodity revenue and tipping fee revenue, and the ability to locate facilities near waste sources and end markets. In the future, assuming successful execution of our business strategy, we expect our competitive position to be further supported by the integration of our AI-based emissions monitoring and automated carbon credit creation technology and by our focus on landfill diversion, environmental benefits, and renewable fuel production. There can be no assurance that any of these attributes will translate into sustainable competitive advantages.
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Intellectual Property and Technology
We seek to protect our intellectual property and proprietary business methods through a combination of patents, trademarks, trade secrets, and confidentiality agreements. Our intellectual property strategy includes:
| ● | Patent Protection — during 2025, we filed a provisional patent application covering AI-based emissions monitoring, feedstock analysis, PFAS identification, automated carbon credit creation, and related data-driven environmental verification technologies. The provisional application does not itself provide enforceable patent rights, and there can be no assurance that a non-provisional application will be filed, that any patent will ultimately issue, or that any issued patent will be enforceable or provide meaningful commercial protection. | |
| ● | Trade Secrets — we treat certain of our feedstock handling protocols, operational processes, data collection methods, and output refinement processes as trade secrets. We seek to protect these through confidentiality agreements, information security practices, and internal access controls. | |
| ● | Trademark Development — we are pursuing brand protection for “Waste Energy Corp.” and “WEFuel™,” among other potential marks. The ™ symbol indicates our claim of common-law trademark rights; applications for federal registration have not yet matured into issued registrations. | |
| ● | Technology Licensing — we may pursue licensing opportunities for our emissions monitoring, environmental data, and waste conversion technologies as our platform matures. |
Research and development expenditures during the years ended December 31, 2025 and 2024 were not material and were not separately tracked in our financial reporting. We intend to continue investing in the development of our technology, operational processes, and intellectual property portfolio as resources permit.
Government Regulation and Compliance
Our current and planned operations are subject to extensive federal, state, and local regulation, including laws and rules relating to environmental protection, air emissions, waste handling, worker safety, transportation, and facility operations. Among the federal and state regimes that may apply to our operations are:
| ● | the Clean Air Act and related federal and state air quality permitting requirements; | |
| ● | the Resource Conservation and Recovery Act (“RCRA”) and related federal and state solid waste regulations; | |
| ● | state scrap tire handling and storage regulations; | |
| ● | Occupational Safety and Health Administration (“OSHA”) requirements; | |
| ● | fire safety, zoning, building code, and industrial permitting requirements; | |
| ● | U.S. Department of Transportation regulations governing transportation of feedstock and products; and | |
| ● | carbon credit, renewable fuel, and sustainability-related programs administered by federal, state, or voluntary-market bodies. |
Our Midland, Texas facility is expected to require compliance with state and local environmental regulations, including requirements administered by the Texas Commission on Environmental Quality (“TCEQ”), the Texas state environmental regulator, relating to air permitting, emissions controls, scrap tire handling, and related operational approvals.
As of the date of this Annual Report, we have not yet obtained all permits and approvals required to commence commercial operations at the Midland facility. We do not expect to commence commercial operations at Midland until those permits and approvals have been obtained. There can be no assurance that we will obtain the required permits and approvals on the timeline we currently anticipate, or at all, or that we will be able to maintain or renew permits once obtained. Delays, restrictions, or denials could have a material adverse effect on our business, financial condition, and results of operations.
To support our regulatory compliance efforts, we intend to:
| ● | engage legal, environmental, engineering, and regulatory advisors as needed; | |
| ● | implement emissions monitoring and environmental reporting systems; | |
| ● | obtain required permits and approvals before commencing operations at each facility; | |
| ● | maintain environmental, health, and safety policies and procedures; and | |
| ● | monitor regulatory developments that may affect our operations. |
Compliance with environmental and other regulatory requirements is expected to require significant ongoing expenditures, and changes in applicable laws or regulations — including changes relating to greenhouse gas emissions, waste classification, or the regulatory status of waste-to-energy as a renewable energy source — could require additional capital expenditures or operational modifications that could have a material adverse effect on our business.
Human Capital Resources
As of the date of this Annual Report, we have one executive officer: Scott Gallagher, who serves as our President, Chief Executive Officer, Chairman, and interim Chief Financial Officer. In addition, our Board of Directors consists of Mr. Gallagher, Edmund C. Moy, and Scott McBride, the last of whom was appointed President of the Waste-to-Energy Operations in February 2025, and is serving as the interim Treasurer and Corporate Secretary. We have no full-time or part-time employees other than our executive officers.
We rely on independent contractors and consultants to provide specific expertise in areas including engineering, facility design, regulatory compliance, feedstock development, accounting, legal, investor relations, and marketing. We engage these resources on an as-needed basis under written consulting arrangements. As we advance our Midland, Texas commercial deployment, we expect to hire operational, technical, and administrative employees to support facility commissioning, day-to-day operations, and future growth.
Our ability to attract and retain qualified personnel — including executives, directors, engineers, facility operators, and regulatory specialists with experience relevant to waste conversion, environmental compliance, and clean-energy operations — is important to the execution of our business strategy. Competition for qualified personnel in the waste-to-energy and clean-energy industries is significant. We seek to attract and retain talent through a combination of cash compensation (including consulting fees and, when applicable, salary), equity-based compensation under our 2017 Equity Incentive Plan, and the opportunity to participate in the development of a growing clean-energy platform. See Item 11, “Executive Compensation.”
Because we have no employees as of the date of this Annual Report, we have not adopted formal human-capital programs covering matters such as workforce development, diversity and inclusion, or employee engagement. We expect to develop appropriate policies and programs as our workforce grows.
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ITEM 1A. RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report, before making an investment decision with respect to our common stock. Our business, financial condition, results of operations, and prospects could be materially and adversely affected by any of these risks, and the trading price of our common stock could decline, resulting in a loss of all or part of your investment. The risks described below are not the only risks we face; additional risks and uncertainties that we do not currently know about, or that we currently consider immaterial, may also adversely affect our business.
Risks Related to Our Financial Condition and Capital Needs
We are an early-stage company with a limited operating history in the waste-to-energy sector, and we may never achieve or sustain profitability.
We are an early-stage company and have a limited operating history in the waste-to-energy sector. We have not yet commenced commercial operations at our planned Midland, Texas facility, and we generated only $424,167 in revenue during the year ended December 31, 2025, and $nil during the year ended December 31, 2024, substantially all of which was derived from a single consulting customer. We have incurred significant operating losses since inception and expect to continue to incur losses as we complete the commissioning of our Midland facility and expand our operations. There can be no assurance that we will generate meaningful revenue, achieve profitability, or sustain profitability if achieved.
Our financial statements have been prepared assuming we will continue as a going concern, and there is substantial doubt about our ability to do so.
For the years ended December 31, 2025 and 2024, we incurred net losses of approximately $1.0 million and $2.9 million, respectively. As of December 31, 2025, we had an accumulated deficit of approximately $51.0 million, negative working capital of approximately $4.7 million, and cash and cash equivalents of approximately $68,000. Our independent registered public accounting firm has included an explanatory paragraph in its report on our consolidated financial statements expressing substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate revenue from our waste conversion operations, raise additional capital on acceptable terms, and manage our operating expenses. The inclusion of a going-concern explanatory paragraph may make it more difficult for us to obtain additional financing on acceptable terms, may cause counterparties to hesitate to enter into commercial arrangements with us, and may adversely affect the market price of our common stock. If we are unable to continue as a going concern, we may be required to curtail or cease operations, and stockholders could lose all or a substantial portion of their investment.
We will require substantial additional capital to execute our business plan, and financing may not be available on acceptable terms, or at all.
Developing, commissioning, and operating waste conversion facilities is capital-intensive. We estimate we will require approximately $900,000 to fund our general and administrative operating expenses over the next twelve months, in addition to capital required to complete commissioning of our Midland facility, expand to additional processing capacity, and pursue future deployments. We do not have committed sources of financing sufficient to meet these needs, and we expect to seek additional financing through the sale of equity or debt securities or credit facilities. Financing may not be available on acceptable terms, or at all. Our status as an early-stage company, our going-concern qualification, our penny stock classification, the limited trading market for our common stock, and general credit and capital market conditions may limit our access to capital and increase our cost of financing. Any equity financing will dilute existing stockholders, and any debt financing may impose operating restrictions or require the issuance of securities with dilutive or other adverse terms. If we are unable to obtain required capital, we may be unable to execute our business plan, and our business, financial condition, and prospects could be materially and adversely affected.
Risks Related to Our Operations and Business Strategy
Our business is dependent on the successful delivery, installation, commissioning, and operation of our initial 15-TPD waste conversion system at our Midland, Texas facility.
We have not yet commenced commercial operations at our Midland, Texas facility, and our near-term business plan is substantially dependent on the successful delivery, installation, commissioning, and operation of our initial 15 tons-per-day waste conversion system and related distillation equipment. As of December 31, 2025, the equipment had arrived at a U.S. port but had not yet cleared customs or been delivered to the Midland site, and approximately $653,000 in related payments were classified as a capital advance on our balance sheet pending transfer of control. Any delays in customs clearance, transportation, site preparation, installation, or commissioning, or any performance shortfalls relative to specifications, could delay our ability to begin generating operating revenue, increase our capital requirements, and have a material adverse effect on our business and financial condition.
Our business plan depends on a single planned facility, and any disruption at that facility could materially harm our business.
Our near-term operations are concentrated at our Midland, Texas site. Until we develop additional facilities, any event affecting our Midland site — including equipment failures, construction or commissioning delays, permitting delays, adverse weather, labor disputes, fires, or casualty losses — could disrupt our entire operating plan. We do not yet have the operational diversity to mitigate single-site risk.
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Our waste conversion technology has not been demonstrated at commercial scale within our operations, and performance at scale may differ from expectations.
While the thermal conversion technology we are deploying has been used in similar applications, our specific configuration at Midland has not yet been operated at commercial scale by us. Actual performance — including feedstock throughput, product yields, product quality, energy efficiency, emissions levels, and maintenance requirements — may differ materially from our expectations. Any significant shortfall in operational performance could delay revenue generation, increase operating costs, require capital modifications, or adversely affect our ability to secure offtake agreements and regulatory approvals.
We depend on a consistent and economical supply of waste tire and plastic feedstock.
Our revenue and operating model depend on securing a reliable supply of waste tires and plastics at economical cost. As of the date of this Annual Report, we have not entered into binding long-term feedstock supply agreements. Our ability to source feedstock is subject to risks including fluctuations in the volume, composition, and quality of available waste; competition from recycling programs, landfill operators, and other waste conversion companies; changes in municipal waste management contracts or tipping fee structures; and transportation and logistics costs. A failure to secure adequate feedstock, or feedstock that meets our technical specifications, could materially reduce our operating capacity, product yields, and revenues.
Our financial results will be affected by commodity price fluctuations for our products.
Our revenues will depend in part on prices we receive for tire-derived oil, refined fuel products, recovered carbon black, and recovered steel, each of which is subject to commodity price volatility driven by global energy markets, industrial demand, and competition from alternative products. A material decline in prices for any of these products, or unfavorable terms on offtake or supply arrangements, could adversely affect our revenues and profitability.
We have not finalized material offtake agreements for our products.
As of the date of this Annual Report, we have not finalized any material offtake agreements for tire-derived oil, recovered carbon black, recovered steel, or related products, although we have entered into preliminary arrangements subject to output laboratory results. If we are unable to secure offtake agreements on commercially reasonable terms, we may be unable to monetize our products as planned, which could have a material adverse effect on our business and financial condition.
Our revenues from environmental credit monetization are speculative and subject to significant uncertainty.
A portion of our planned revenue is expected to come from the monetization of carbon credits, plastic credits, and other environmental incentives. The markets for these credits are evolving, fragmented, and subject to significant regulatory, market, and certification risks. We may be unable to qualify for, generate, or monetize environmental credits on the terms or in the amounts we anticipate, which could adversely affect our business model and projected returns.
Risks Related to Regulation and Compliance
Our operations are subject to extensive environmental, health, safety, and permitting requirements, and failure to comply could materially adversely affect our business.
Our planned operations are subject to extensive federal, state, and local laws and regulations governing air emissions, waste handling, scrap tire storage, worker safety, transportation, and facility operations, including the Clean Air Act, the Resource Conservation and Recovery Act, OSHA requirements, and state and local regulations administered in Texas by the Texas Commission on Environmental Quality (“TCEQ”). Regulatory requirements applicable to waste conversion are complex and evolving. Changes in environmental laws or regulations — particularly those related to greenhouse gas emissions, waste classification, or the regulatory treatment of waste-to-energy — could require significant capital expenditures or operational modifications. Failure to obtain, maintain, or renew required operating permits could result in fines, penalties, facility shutdowns, or inability to expand, any of which could have a material adverse effect on our business.
We have not yet obtained all permits and approvals required to commence commercial operations at Midland.
As of the date of this Annual Report, we have not obtained all permits and approvals required to commence commercial operations at the Midland facility. Permitting processes can be time-consuming, costly, and subject to objection or denial. Any delay or inability to obtain required permits would delay our ability to begin generating revenue and could materially adversely affect our business.
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Risks Related to Our Common Stock and Capital Structure
The conversion features of our outstanding convertible notes, including variable conversion prices tied to our trading price, could result in substantial dilution to our stockholders and depress the market price of our common stock.
As of December 31, 2025, we had outstanding convertible notes payable with an aggregate principal balance of approximately $970,000, as well as other obligations that may be settled in shares of our common stock. A significant portion of these convertible notes contain variable conversion features that allow the holder, beginning six months after issuance, to convert all or a portion of the outstanding principal and accrued interest into shares of our common stock at a conversion price equal to 60% of the lowest trading price of our common stock during the twenty trading days preceding conversion. Other outstanding notes are convertible at fixed prices as low as $0.025 to $0.20 per share.
Because the number of shares issuable upon conversion of notes with variable conversion features is determined by reference to our trading price at the time of conversion, the lower our stock price at the time of conversion, the more shares we will be required to issue. As a result:
| ● | Conversions of these notes will be significantly dilutive to existing stockholders, and the extent of dilution is not presently determinable. | |
| ● | Declines in our stock price will increase the number of shares issuable upon conversion, which could result in the issuance of shares substantially in excess of what a fixed conversion price would produce. | |
| ● | The sale of shares acquired upon conversion, or the anticipation of such sales, could place additional downward pressure on the market price of our common stock, which in turn could further increase the number of shares issuable upon subsequent conversions, creating a cycle of declining stock price and increasing dilution sometimes referred to as a “death spiral.” | |
| ● | The existence of these conversion features may make it more difficult for us to raise additional capital on favorable terms, as potential investors may be deterred by the prospect of significant future dilution. |
Our outstanding convertible notes also include original issue discounts and default provisions that could materially increase the obligations payable by us, including in shares of our common stock. We are party to a convertible loan agreement under which an event of default would result in a 30% increase in the outstanding balance and a conversion price of $0.025 per share. Other notes carry default interest rates as high as 22%. Events of default could accelerate repayment obligations or significantly increase share issuances.
Our authorized capital consists of 400,000,000 shares of common stock, of which 149,220,840 were issued and outstanding as of the date of this Annual Report. If our stock price declines materially, the number of shares issuable upon conversion of our outstanding convertible notes, together with shares issuable under outstanding stock options, warrants, and stock subscription obligations, could approach or exceed our authorized share capital. Any required increase in authorized capital would require stockholder approval, which we may not be able to obtain on a timely basis, or at all. Our inability to issue shares upon conversion when required could result in events of default under the applicable notes, with the consequences described above.
As of December 31, 2025, we had approximately $1.8 million recorded as a derivative liability on our consolidated balance sheet, reflecting the fair value of the embedded conversion features of certain of these notes. For the year ended December 31, 2025, we recorded a gain of $385,493 related to the change in fair value of derivative liabilities. Changes in the fair value of this derivative liability will continue to affect our reported results of operations. For additional information, see Notes 8 and 9 to our consolidated financial statements included in this Annual Report.
In addition to dilution from our convertible notes, we may issue additional shares of common stock at any time, which would dilute existing stockholders.
We are authorized to issue up to 400,000,000 shares of common stock, of which 149,220,840 were issued and outstanding as of the date of this Annual Report. Our Board of Directors has the authority to issue additional shares of common stock without the consent of our stockholders. Consequently, stockholders may experience further dilution as we raise capital, compensate service providers, or otherwise issue equity. If outstanding stock options, warrants, or convertible notes are exercised or converted, we will be required to issue additional shares, which will result in further dilution. See also the risk factor titled “The conversion features of our outstanding convertible notes, including variable conversion prices tied to our trading price, could result in substantial dilution…” above.
We do not intend to pay cash dividends on our common stock.
We do not anticipate paying any cash dividends on our common stock in the foreseeable future. The declaration, payment, and amount of any future dividends will be made at the discretion of our Board of Directors and will depend on our results of operations, cash flows, financial condition, operating and capital requirements, and other factors the Board considers relevant. Stockholders will not receive a return on their shares unless they are sold.
Our common stock is considered a “penny stock,” which limits its marketability.
Our common stock is considered a “penny stock” under SEC Rule 15g-9, which generally defines “penny stock” as any equity security with a market or exercise price of less than $5.00 per share, subject to certain exceptions. The penny stock rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors, including the delivery of a standardized risk disclosure document, disclosure of current bid and offer quotations, disclosure of broker-dealer compensation, monthly account statements, and a suitability determination with written customer agreement. These requirements may reduce trading activity in our common stock, limit the ability of broker-dealers to trade our securities, discourage investor interest, and adversely affect the liquidity and market price of our common stock.
FINRA sales practice requirements may further limit a stockholder’s ability to buy and sell our common stock.
In addition to the SEC’s penny stock rules, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing the investment is suitable for that customer. FINRA’s guidance suggests that speculative low-priced securities may not be suitable for at least some customers. These requirements may make it more difficult for broker-dealers to recommend our common stock to their customers and may limit the liquidity of our common stock.
There is a limited trading market for our common stock, and trading is subject to significant volatility.
Our common stock is quoted on the OTCQB tier of the OTC Markets Group under the symbol “WAST.” Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices, many of which are unrelated to the underlying business performance of the issuer. We cannot assure you that an active trading market for our common stock will develop or be sustained, or that the trading price of our common stock will not experience significant volatility. On May 7, 2025 the Company received a cease trade order in Canada due to the non-filing of our December 31, 2024 financial statements. We anticipate having the order removed by September 30, 2026.
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Risks Related to Legal Proceedings and Related-Party Matters
We are subject to pending legal proceedings whose outcome is uncertain and could materially and adversely affect us.
As described in Item 3, “Legal Proceedings,” and Note 11 to our consolidated financial statements, LarCo Holdings, LLC filed a complaint in July 2024 in the Superior Court of the State of Arizona, Maricopa County, against Business Instincts Group, Inc. (“BIG”) and the Company. LarCo is seeking damages of $1,321,382 in the aggregate, of which $752,500 is claimed against us in connection with an uncollected invoice the Company pledged as collateral in support of a BIG loan. We intend to defend against the claim; however, the outcome cannot be predicted and any adverse ruling could result in a material monetary judgment, legal costs, and diversion of management attention.
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.
Certain related-party obligations recorded on our balance sheet are disputed and subject to ongoing review.
As described in Note 13 to our consolidated financial statements, as of December 31, 2025, we had recorded accounts payable and accrued expense balances in the aggregate amount of $672,524 in connection with BIG and Cameron Chell, our former Executive Chairman. The entire aggregate balance is currently disputed, and we are unable to confirm that the underlying obligations were properly authorized, appropriately valued, or legitimately incurred in accordance with our related-party transaction policies. In addition, we have received notice that a third party has purported to assert rights against amounts allegedly owed by us to BIG and/or Mr. Chell pursuant to a judgment against them. We dispute the validity and enforceability of any such third-party claim. The outcome of these matters is uncertain, and an adverse resolution could result in a material cash payment, share issuance, or legal costs.
Risks Related to Internal Controls and Governance
We have identified material weaknesses in our internal control over financial reporting, and failure to remediate them could result in misstatements in our financial statements.
As described in Item 9A, “Controls and Procedures,” management has identified material weaknesses in our internal control over financial reporting, including the lack of a fully integrated financial reporting system and insufficient segregation of duties and technical accounting resources. As a result of these material weaknesses, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2025. Material weaknesses could result in material misstatements in our financial statements that may not be detected on a timely basis, could cause us to fail to meet our reporting obligations, and could cause investors to lose confidence in our reported financial information, any of which could adversely affect the market price of our common stock. Remediation will require significant time, effort, and financial resources, and we cannot be certain that our remediation efforts will be successful.
Our success depends on the continued service of key personnel.
Our success depends on the continued service of our executive officers, directors, and key consultants, including Scott Gallagher, Braden Glasbergen, and Scott McBride, each of whom possesses expertise material to our business. We do not maintain key-person life insurance on any of our executives. Competition for qualified personnel in the waste-to-energy and clean-energy industries is significant. The loss of any key personnel, or our inability to attract and retain qualified replacements, could have a material adverse effect on our business.
General Risk Factors
Supply chain disruptions and third-party dependencies could adversely affect our operations.
We depend on third parties for the design, manufacture, importation, delivery, and maintenance of our waste conversion equipment and related components, as well as for construction services, engineering, and other inputs. Supply chain disruptions, transportation delays, customs issues, tariff changes, vendor performance failures, or geopolitical events could delay our commissioning timeline, increase costs, or adversely affect our operations.
We may be subject to additional litigation and legal proceedings in the ordinary course of our business.
We may from time to time be subject to legal claims arising from our operations, including environmental liability claims, regulatory enforcement actions, contractual disputes, and other litigation. Any material legal proceeding, whether or not ultimately decided in our favor, could divert management attention and result in substantial legal costs and potential damages.
Adverse economic and market conditions could adversely affect our business.
Broader economic conditions, including inflation, rising interest rates, capital market disruptions, recession, and changes in governmental policy, could adversely affect customer demand, investor confidence, the availability and cost of financing, and our ability to execute our business strategy.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
Risk Management and Strategy
We recognize the importance of protecting our information assets and of maintaining the confidentiality, integrity, and availability of our information technology (“IT”) systems and, as our operations develop, our operational technology (“OT”) systems. We are in the early stages of building out our operating infrastructure, and our cybersecurity program is correspondingly in an early stage of development. Our current program and planned program elements are designed to identify, assess, and manage material cybersecurity risks on a basis that is proportionate to our size, stage of development, and resources.
Key current and planned elements of our cybersecurity program include:
| ● | Risk
Assessment. | |
| ● | Security
Controls. | |
| ● | Incident Response. We are developing an incident response plan designed to provide for the detection, containment, eradication, recovery from, and post-incident review of cybersecurity incidents. Our executive officers are responsible for evaluating the materiality of any cybersecurity incident and for reporting material incidents to our Board of Directors and, as applicable, for disclosure under SEC rules. | |
| ● | Third-Party
Risk Management. We engage consultants and vendors that support our accounting, information
technology, and public-reporting functions. We seek to assess the cybersecurity practices
of material | |
| ● | Training and Awareness. Given our small size, cybersecurity awareness is addressed through direct communication with our executive officers and consultants. As our workforce expands, we intend to adopt a formal cybersecurity awareness and training program. | |
| ● | Use of Outside Advisors. We expect to engage outside advisors, as needed, to support specific cybersecurity projects, incident response, or assessments. |
As of the date of this Annual Report, we are not aware of any cybersecurity incident that has materially affected, or is reasonably likely to materially affect, our business strategy, results of operations, or financial condition. However, cybersecurity risks cannot be eliminated, and there can be no assurance that our program will prevent all incidents or identify all material risks. See also the risk factor titled “Our planned waste-to-energy facilities may represent critical infrastructure that could be targeted by cyberattacks” below.
Our Board of Directors has general oversight responsibility for our risk management program, including cybersecurity risk. Management reports to the Board on cybersecurity matters on a periodic basis and in connection with material events. Given our small size and stage of development, we have not yet established a separate cybersecurity committee, and we have not yet designated a dedicated chief information security officer. Our Chief Financial Officer, in consultation with our President and with support from outside consultants, is primarily responsible for day-to-day oversight of our cybersecurity program, including the identification and management of cybersecurity risks, the evaluation of cybersecurity incidents, and the reporting of material matters to the Board.
As our operations and resources grow — including upon the commissioning of our Midland facility and any subsequent facility deployments — we expect to enhance our cybersecurity governance structure, which may include the engagement of additional cybersecurity personnel, the formal designation of a cybersecurity officer, and the expansion of Board-level oversight.
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ITEM 2. PROPERTIES
We do not currently own any real property.
Our principal executive offices are located at 3250 Oakland Hills Court, Fairfield, California 94534. We lease these office premises and believe they are suitable and adequate for our current administrative needs.
In addition, we lease an approximately four-acre industrial site in Midland, Texas, which includes an approximately 5,000 square foot workshop and office building. The Midland site is being developed to support the installation and operation of our initial 15 ton-per-day waste conversion system and related distillation equipment. The site is designed to accommodate future expansion to 60 tons per day through the addition of new processing lines, with further scalability beyond that level.
As of the date of this Annual Report, the Midland facility is not yet fully operational and remains subject to equipment installation, final permitting, and commissioning activities.
ITEM 3. LEGAL PROCEEDINGS
LarCo Holdings, LLC Litigation
On July 31, 2024, LarCo Holdings, LLC (“LarCo”) filed a complaint in the Superior Court of the State of Arizona, Maricopa County (Case No. CV2024-020438), against the Company; a vendor of the Company (the “Vendor”); certain current and former executives and affiliates of the Vendor and of the Company’s predecessor entities, and their spouses; and other defendants. The claims arise from a 2019 private loan transaction between LarCo and the Vendor, to which the Company was not a party.
In connection with that loan, the Company executed an acknowledgment pursuant to which it agreed that, if the Company collected on a specific customer invoice in the amount of $752,500 that had been pledged as collateral for the Vendor loan, the Company would remit the proceeds of that collection to LarCo to be applied against the loan. The Company has never collected on the specified customer invoice, and the Company’s commitment to remit funds to LarCo was conditional upon such collection. Accordingly, the Company believes it has no independent payment obligation to LarCo under the acknowledgment.
On 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.
We believe the claims asserted against us are without merit, dispute the factual premises of the fraud-related allegations, and intend to defend the matter vigorously, including through dispositive motions. We are 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, 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 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is quoted on the OTCQB operated by the OTC Markets Group and is listed under the trading symbol “WAST”. On May 7, 2025 the Company received a cease trade order in Canada due to the non-filing of their December 31, 2024 financial statements. It is our anticipation that we will have the order removed by September 30, 2026.
Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated or have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.
Holders of Common Stock
As of July 7, 2026, the 149,220,840 issued and outstanding shares of our common stock were held by a total of 131 stockholders of record.
Dividends
We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. We intend to retain future earnings, if any, for use in our operations and the expansion of our business.
Securities Authorized for Issuance under Equity Compensation Plans
The following table summarizes certain information regarding our equity compensation plans as of December 31, 2025:
| Plan category | Number of securities to be issued upon exercise of outstanding options (a) | Number of securities to be issued upon exercise of outstanding warrants and rights (b) | The weighted average exercise price of outstanding options, warrants and rights (c) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a + b)) (d) | ||||||||||||
| Equity compensation plans approved by security holders (2017 Equity Incentive Plan) | 35,213,334 | 7,437,500 | $ | 0.21 | 4,086,666 | |||||||||||
| Equity compensation plans not approved by security holders | Nil | Nil | $ | N/A | Nil | |||||||||||
| Total | 35,213,334 | 7,437,500 | $ | 0.21 | 4,086,666 | |||||||||||
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Recent Sales of Unregistered Securities
Other than as disclosed below and in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed during the year ended December 31, 2025, we have issued shares of our common stock in connection with the conversion of convertible notes, the exercise of warrants and options, the settlement of liabilities, consulting arrangements, and other financing and compensation-related transactions. Such issuances were made in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder, as applicable.
Except as otherwise disclosed below, we have not sold any equity securities during the year ended December 31, 2025 that were not previously reported in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On March 22, 2024, the Company elected to convert a $400,000 promissory note receivable from Fogdog along with $46,071 in accrued interest and now the Company holds 11.5% equity stake in Fogdog. The allowance for doubtful accounts for the notes receivable converted to shares in the quarter ended June 30, 2024 was recovered resulting in a gain of $446,071. The investment was booked at cost and its full cost was impaired, incurring an impairment loss of $446,071.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our management’s discussion and analysis provide a narrative about our financial performance and condition that should be read in conjunction with the audited consolidated financial statements and related notes thereto included in this annual report. This discussion contains forward-looking statements reflecting our current expectations estimates and assumptions about events and trends that may affect our future operating results or financial position. Our actual results and the timing of certain events could differ materially from those discussed in these forward-looking statements due to several factors, including, but not limited to, those outlined in the sections of this annual report titled “Risk Factors” and “Forward-Looking Statements”.
Overview
Between June and September 2024, the Company shifted its strategic focus to the waste-to-energy industry and began evaluating various business opportunities to determine which specific area within the industry to pursue. During 2024, the Company made investments in components for the development of waste-to-energy equipment, obtained proposals for equipment design and construction, and engaged in initiatives to assess related technology education platforms and associated business opportunities.
Former Businesses
As of September 2024, the Company was engaged in providing a comprehensive suite of services to assist businesses in developing and integrating blockchain and payment technologies into their operations. Revenue was generated through a fee-for-service model, technology licensing arrangements, and recurring transaction-based income. Additionally, the Company participated in movie licensing and distribution, securing a significant contract for the licensing and distribution of a film. This contract remains in effect and continues to generate residual income.
In 2024, the Company made a strategic decision to discontinue these lines of business and shift its focus exclusively to the waste-to-energy industry. While the Company does not plan to pursue new projects or contracts in its former business areas, it may still receive future revenues from existing contractual obligations.
Results of Operations
Revenue
During the year ended December 31, 2025 we recognized total revenue of $424,167, coming from consulting services and raw material fees. We recognized no revenue for the year ended December 31, 2024.
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Operating Expenses
We incurred general and administrative expenses of $662,621 and $1,194,309 for the year ended December 31, 2025 and 2024, respectively, representing a decrease of $531,688 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 in general and administrative expenses was mainly due to the decrease in platform development and advertising and marketing expenses in 2025.
Net Profit (Loss) from Operations
We incurred net loss from operations of $365,988 and $1,194,309 for the year ended December 31, 2025 and 2024, respectively, representing a net change of $828,321, primarily attributable to the factors discussed above under the headings “Revenue” and “Operating Expenses”.
Other Income (Expense)
Other income (expenses) was $(710,819) and ($131,588) for the year ended December 31, 2025 and 2024, respectively, mainly consisting of loss on issuance of debt, interest expense from the loan payable, changes in derivative liability, and gain on debt settlement.
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 Loss
Net profit (loss) attributable to Waste Energy was $(1,076,807) and ($2,880,147) for the year ended December 31, 2025, and 2024, respectively, representing a decreased loss of $1,803,340. This change is primarily attributable to the factors discussed above under the headings “Operating Expenses” and “Other Income (Expense).
Liquidity and Capital Resources
Working Capital
| As at December 31, 2025 | As at December 31, 2024 | |||||||
| Current Assets | $ | 99,744 | $ | 35,682 | ||||
| Current Liabilities | 4,597,087 | 3,206,371 | ||||||
| Working Capital (Deficit) | $ | (4,497,343 | ) | $ | (3,170,689 | ) | ||
Current Assets
Current assets on December 31, 2025, were comprised of only cash and cash equivalents of $68,244, accounts receivable, net of $7,500, prepaid rent of $12,000 and a security deposit of $12,000.
Current assets on December 31, 2024, were comprised of only cash and cash equivalents of $682 and accounts receivable, net of $35,000.
Current Liabilities
On December 31, 2025, current liabilities were comprised of accounts payable and accrued expenses of $1,497,767 (related and unrelated parties), notes payable, net $117,000, convertible notes payable $857,353, derivative liability of $1,828,934, lease liability of $135,000, deferred revenue of $83,333 and deposits payable of $77,700.
On December 31, 2024, current liabilities were comprised of accounts payable and accrued expenses of $1,611,263 (related and unrelated parties), notes payable, net $183,056, convertible notes payable $1,293,409, derivative liability of $40,941, and deferred revenue of $77,700.
| 17 |
Cash Flow
Our cash flows for the years ended December 31, 2025 and December 31, 2024 are as follows:
| Year ended December 31, 2025 | Year ended December 31, 2024 | |||||||
| Net cash (used in) continuing operating activities | $ | (390,107 | ) | $ | (402,563 | ) | ||
| Net cash (used in) discontinued operating activities | - | - | ||||||
| Net cash provided by (used in) investing activities | (653,250 | ) | - | |||||
| Net cash provided by financing activities | 1,110,919 | 400,169 | ||||||
| Net changes in cash and cash equivalents | $ | 67,562 | $ | (2,394 | ) | |||
Operating Activities
Net cash used in operating activities from continued operations was $390,107 for the year ended December 31, 2025, as compared to $402,563 for the year ended December 31, 2024, resulting in an increase of $12,456 in net cash used. The increase in net cash used in continuing operating activities was primarily due to greater operating expenses and repayment of aged payables.
There was no net cash used or provided by discontinued operations for the year ended December 31, 2025 or 2024.
Investing Activities
Net cash used in investing activities was $653,250 for the year ended December 31, 2025, compared to nil for the same period in 2024, an increase of $653,250. This increase was attributable to payments made to acquire a waste-to-energy machine. As of December 31, 2025, the company has not obtained custody of the machine, its construction is not complete, nor does the company have control, the amount is therefore held as a deposit made for capital advance.
Financing Activities
Financing activities provided cash of $1,110,919 for the year ended December 31, 2025, and $382,856 for the year ended December 31, 2024, an increase of $728,062. The change was principally due to an increase in cash proceeds from the issuance of convertible notes.
Cash Requirements
We expect that we will require $900,000, including our current working capital, to fund our operating expenditures for the next twelve months. Projected working capital requirements for the next twelve months are as follows:
Our estimated general and administrative expenses for the next 12 months are $900,000 and are comprised of: consulting fees, accounting services, board of directors and our advisory board, investor relations consultants, and to our public relations and marketing consultants; legal and professional fees (including auditing fees); for insurance; marketing and advertising expenses; trade shows; travel expenses; office rent and miscellaneous and office expenses.
We will require additional cash resources to meet our planned capital expenditures and working capital requirements for the next 12 months. We expect to derive such cash through the sale of equity or debt securities or by obtaining a credit facility. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in debt service obligations, which could cause additional dilution to our stockholders, and could require us to agree to financial covenants that could restrict our operations or modify our plans to source new business 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.
| 18 |
Going Concern
The accompanying 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 year ended December 31, 2025 and 2024, the Company incurred a net loss of $1,076,807 and $2,880,147, respectively. On December 31, 2025 and 2024, the Company has an accumulated deficit of $51,035,224 and $49,958,417, respectively, negative working capital of $4,497,343, and $3,170,689, respectively, and cash balances of $68,244 and $682, 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.
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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See next page.
| 19 |
FINANCIAL STATEMENTS
| Financial Statements for the Years Ended December 31, 2024 and 2025 | Page | |
| Report of Independent Registered Public Accounting firm (PCAOB ID: |
F-2 | |
| Consolidated Balance Sheets | F-3 | |
| Consolidated Statements of Operations | F-4 | |
| Consolidated Statements of Cash Flows | F-5 | |
| Consolidated Statements of Changes in Stockholders’ Equity | F-6 | |
| Notes to Consolidated Financial Statements | F-7 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Waste Energy Corp.
Opinion on the Financial Statements
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred continuing net losses from operations and has a significant accumulated deficit which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current year audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Derivative Liability
As discussed in the financial statements, the Company has bifurcated the conversion feature from the convertible debt due to the requirement of a variable number of shares to be owed upon conversion.
Auditing management’s calculation of the fair value of derivative liabilities can be a significant judgment given the fact that the Company uses management’s estimates on various inputs including the volatility, risk free rate, and methodology of calculating the derivative.
To evaluate the appropriateness of the fair value determined by management, we examined and evaluated the inputs management used in calculating the fair value of the derivative liability and the methodology used.
/s/
We have served as the Company’s auditor since 2026.
The
July 14, 2026
| F-2 |
Waste Energy Corp.
Consolidated Balance Sheets
| December 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Accounts receivable – discontinued operations | ||||||||
| Prepaid expenses | ||||||||
| Security Deposit | ||||||||
| Interest receivable, net (see note 7) | ||||||||
| Notes receivable, net (see note 7) | ||||||||
| Total Current Assets | ||||||||
| Long-Term Assets | ||||||||
| Right-of-use-asset | ||||||||
| Capital investment | ||||||||
| Total Long-Term Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses, related party | ||||||||
| Deferred revenue | ||||||||
| Deposits payable | ||||||||
| Lease liability | ||||||||
| Notes payable, net | ||||||||
| Notes payable – in default | ||||||||
| Derivatives liability | ||||||||
| Convertible notes payable – software acquisition | ||||||||
| Convertible notes payable – other | ||||||||
| Total Current Liabilities | ||||||||
| Non-current Liabilities | ||||||||
| Lease liabilities | ||||||||
| Total Non-current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding as at December 31, 2025 and 2024, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Stock subscriptions payable | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Waste Energy Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| Non-controlling Interest | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
Waste Energy Corp
Consolidated Statements of Operations
Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Revenues | ||||||||
| Consulting services | ||||||||
| Recyclable material intake | ||||||||
| Total revenues | ||||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| General and administrative expenses | ||||||||
| Service costs | ||||||||
| Total operating expenses | ||||||||
| Net loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense and charges - note payable | ( | ) | ( | ) | ||||
| Loss on issuance of debt | ( | ) | ||||||
| Change in derivative liability | ( | ) | ||||||
| Gain from debt forgiveness | ||||||||
| Bad debt | ( | ) | ||||||
| Net other income (loss) | ( | ) | ( | ) | ||||
| Provision for taxes | ||||||||
| Net loss from continued operations | $ | ( | ) | $ | ( | ) | ||
| Net loss from discontinued operations | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Net profit (loss) from non-controlling interest | ||||||||
| Net loss attributable to Waste Energy | $ | ( | ) | $ | ( | ) | ||
| Loss per common share continuing operations – Basic and diluted | $ | ) | $ | ) | ||||
| Loss per common share discontinued operations – Basic and diluted | $ | $ | ) | |||||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
Waste Energy Corp.
Consolidated Statements of Cash Flows
Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Operating activities from continued operations | ||||||||
| Net loss for the year from continued operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Stock-based compensation | ||||||||
| Stock-based compensation, related party | ||||||||
| Shares issued for services (consulting) | ||||||||
| Shares issued for services – related party (consulting) | ||||||||
| Gain on debt settlement – notes payable | ( | ) | ( | ) | ||||
| Derivative liability | ( | ) | ||||||
| Loss on initial valuation of derivative liability | ||||||||
| Settlement of derivative liability | ( | ) | ||||||
| Amortization of debt discount | ||||||||
| Amortization of deferred loan costs | ||||||||
| Debt penalty charge adjustments | ||||||||
| Bad debt | ||||||||
| Amortization of ROU assets and reduction in lease liability | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Security deposit | ( | ) | ||||||
| Accrued interest on convertible notes payable | ||||||||
| Accrued interest on notes payable | ||||||||
| Deferred revenue | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accounts payable and accrued expenses, related parties | ( | ) | ||||||
| Net cash (used in) operating activities from continued operations | ( | ) | ( | ) | ||||
| Loss from discontinued operations | ( | ) | ||||||
| Write off of intangible assets | ||||||||
| Net cash provided (used in) operating activities of discontinued operations | ||||||||
| Investing activities | ||||||||
| Capital advance | ( | ) | ||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Financing activities | ||||||||
| Proceeds from issuance of notes payable | ||||||||
| Proceeds from issuance of convertible notes | ||||||||
| Repayments of notes payable | ( | ) | ( | ) | ||||
| Repayments on convertible notes | ( | ) | ( | ) | ||||
| Proceeds from share issuance | ||||||||
| Net cash provided by financing activities | ||||||||
| Net changes in cash and equivalents | ( | ) | ||||||
| Cash and equivalents at beginning of the year | ||||||||
| Cash and equivalents at end of the year | $ | $ | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Cash paid in interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Derivative liability discount | $ | |||||||
| Addition of right of use asset | $ | |||||||
| Conversion of note payable to common stock issued by WEC - $ | $ | |||||||
| Conversion of note payable to common stock issued by WEC - $ | $ | |||||||
| Partial conversation of convertible note payable to common stock of WEC - $ | ||||||||
| Promissory note payable to be converted to common stock of WEC – | $ | |||||||
| Debt to be converted into common stock of WEC | $ | |||||||
| Debt to be converted into common stock of WEC | $ | |||||||
| Debt to be converted into common stock of WEC | $ | |||||||
| Full conversion of convertible note payable to common stock of WEC - $ | $ | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
Waste Energy Corp.
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
| 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 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Stock based compensation | ||||||||||||||||||||||||||||
| Stock-based compensation, related party | ||||||||||||||||||||||||||||
| Share issuance on conversion of loan payable | ||||||||||||||||||||||||||||
| Share issuance on conversion of loan payable | ||||||||||||||||||||||||||||
| Share issuance for services | ||||||||||||||||||||||||||||
| Shares issuance for services - related party | ||||||||||||||||||||||||||||
| Shares issued for cash – private placement | ||||||||||||||||||||||||||||
| Net income/(loss) for the year | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, December 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Stock based compensation | ||||||||||||||||||||||||||||
| Stock-based compensation, related party | ||||||||||||||||||||||||||||
| Share issuance on conversion of loan payable | ||||||||||||||||||||||||||||
| Share issuance for services | ||||||||||||||||||||||||||||
| Shares issued for cash – private placement | ||||||||||||||||||||||||||||
| Net income/(loss) for the year | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, December 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
Waste Energy Corp
Notes to Consolidated Financial Statements
December 31, 2025 and 2024
1. NATURE AND CONTINUANCE OF OPERATIONS
Waste Energy Corp. (the “Company”)
was incorporated under the laws of the State of
On August 1, 2017 the Company incorporated a Nevada subsidiary, AppCoin Innovations (USA) inc., which was formed to provide blockchain consulting services.
On February 14, 2018, we effected a name change for our subsidiary from “AppCoin Innovations (USA) Inc.” to “ICOx USA, Inc.”
On November 28, 2018, we incorporated a new Delaware subsidiary, Cathio, Inc, to provide blockchain technology opportunities to the Catholic community. Cathio was dissolved on October 20, 2020.
On November 28, 2018, we incorporated a new Delaware subsidiary, GN Innovations, Inc. to provide blockchain technology opportunities to the sports and entertainment industry by working with large and well-established brands.
Effective December 5, 2018, we effected a name change for our subsidiary from “GN Innovations, Inc.” to “GNI, Inc.”
Effective February 6, 2019, we effected a name change for our subsidiary from “GN1, Inc.” to “sBetOne, Inc.”. On August 12, 2021, the Company’s subsidiary sBetOne, Inc. (“sBetOne”) entered into a business combination with a related party, VON Acquisition Inc. (“VON”), whereby sBetOne became a wholly owned subsidiary of VON.
On September 3, 2019, the Company changed its name from “ICOx Innovations Inc.” to “CurrencyWorks Inc.” and ICOx USA Inc. a subsidiary of the Company changed its name to “CurrencyWorks USA Inc.”.
On June 22, 2021, we incorporated a new Delaware subsidiary, Motoclub LLC, to create a marketplace for digital automotive collectibles. During 2024 operations ceased due to Management’s decisions to pursue a new line of business in renewable waste energy.
On June 22, 2021, we incorporated a new Delaware subsidiary, EnderbyWorks, LLC, (“EnderbyWorks”) to create a direct-to-consumer, feature-length film viewing and distribution platform delivering feature-length films and digital collectible entertainment content as NFTs. During 2024 operations ceased due to Management’s decisions to pursue a new line of business in renewable waste energy. There may be rights to residual collections from a past movie distribution rights contract that may be transferred to a functioning entity at a future date.
On August 24, 2022, the Company changed its name from CurrencyWorks Inc. to MetaWorks Platforms, Inc (“MWRKS”).
On May 13, 2024, we incorporated a new Florida subsidiary, Energy Works, Inc., (“EnergyWorks”), which was formed to support the Company’s waste-to-energy business and related operations.
On September 6, 2024, the Company changed its name from MetaWorks Platforms, Inc. to Waste Energy Corp.
| F-7 |
1. NATURE AND CONTINUANCE OF OPERATIONS (CONT’D)
Going Concern
The accompanying 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 December 31, 2025 and 2024, the Company incurred losses of $
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 consolidated financial statements have been prepared in conformity with accounting principals generally accepted in the United States of 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 consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company’s Annual Report in its Form 10-K filing under the Securities Exchange Commission.
Reclassification
Certain reclassifications have been made to prior periods to conform with the current reporting period. 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.(“EG”)
and Enderby Works LLC (“EW”) are wholly owned subsidiaries. EW became a wholly owned subsidiary in 2023, see Note 7 Notes
Receivable. MotoClub (“MB”) is a majority-owned subsidiary,
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.
| F-8 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Upon meeting the criteria for discontinued operations, the results of operations, including any gain or loss on disposal, are presented separately in the consolidated statements of operations for all periods presented. 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. 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.
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”
in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s
Chief Operating Decision Maker (“CODM”) for making operational decision and assessing performance as the source for determining the Company’s
reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) of the Company, who reviews operating
results to make decisions about allocating resources and assessing performance for the entire Company. During the year ended December
31, 2025 and 2024. The Company has
Segmented Information- Statements of Operations
| 2025 | Holding Segment | Waste Conversion segment | Total | |||||||||
| Revenue and other income: | ||||||||||||
| Consulting revenue | $ | $ | $ | |||||||||
| Recyclable material intake | ||||||||||||
| Gain on extinguishment of debt | ||||||||||||
| Change in derivative liability | ||||||||||||
| Other income | ||||||||||||
| Expenses | ||||||||||||
| Cost of sales | $ | $ | $ | |||||||||
| Advertising & Marketing | ||||||||||||
| Consulting fees | ||||||||||||
| Stock based compensation (related and non-related party) | ||||||||||||
| Rent | ||||||||||||
| Professional fees | ||||||||||||
| Other general and administrative expenses | ||||||||||||
| Loss on issuance of debt | ||||||||||||
| Interest expense and charges - note payable | ||||||||||||
| Interest write off | ||||||||||||
| Net Income (loss) before income taxes | $ | ( | ) | $ | $ | ( | ) | |||||
| F-9 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Segmented Information- Balance Sheets
| 2025 | Holding Segment | Waste Conversion segment | Total | |||||||||
| Total assets | $ | $ | $ | |||||||||
| Net assets | $ | $ | $ | |||||||||
| Current liabilities | $ | $ | $ | |||||||||
| Non-current liabilities | $ | $ | $ | |||||||||
| - | ||||||||||||
| Net liabilities | $ | $ | $ | |||||||||
Segmented Information- Statements of Operations
| 2024 | Holding Segment | Waste Conversion segment | Discontinued Operations segment | Total | ||||||||||||
| Revenue and other income: | ||||||||||||||||
| Consulting revenue | $ | $ | $ | $ | ||||||||||||
| Gain on forgiveness of debt | ||||||||||||||||
| Expenses | ||||||||||||||||
| Advertising & Marketing | $ | $ | $ | $ | ||||||||||||
| Consulting fees | ||||||||||||||||
| Licenses | ||||||||||||||||
| Platform development | ||||||||||||||||
| Stock based compensation (related and non-related party) | ||||||||||||||||
| Rent | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Other general and administrative expenses | ||||||||||||||||
| Change in derivative liability | ||||||||||||||||
| Interest expense and charges - note payable | ||||||||||||||||
| Asset write off | ||||||||||||||||
| Net Income (loss) before income taxes | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| F-10 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Segmented Information- Balance Sheets
| 2024 | Holding Segment |
Waste Conversion Segment |
Discontinued Operations |
Total | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Less: intersegment eliminations | ||||||||||||||||
| Net assets | $ | $ | $ | $ | ||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||
| - | ||||||||||||||||
| Less: intersegment eliminations | ( |
) | ( |
) | ||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material.
Cash and Cash Equivalents
Cash and cash equivalents include short-term, highly liquid investments, such as cash on account with commercial banks, certificates of deposit or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All cash balances are held by major banking institutions.
Contingent Liabilities:
The Company accounts for its contingent liabilities in accordance with ASC No. 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
With respect to legal matters, provisions are reviewed and financial information is adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The Company is party to a lawsuit see note 11.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2025, and prior. Based on the evaluation of the 2025 transactions and events, the Company does not believe it has any material uncertain tax positions that require measurement.
| F-11 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the fiscal years ended December 31, 2025, and 2024 and has not filed tax returns for either year. The Company has not received any notifications from the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.
Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2025 or 2024, and have not recognized interest and/or penalties in the consolidated statement of operations for the year ended December 31, 2025 or 2024.
We are subject to taxation in the U.S. and the state of California. The Company’s tax returns for tax years from 2022 to recent filings remain subject to potential examination by the tax authorities.
Accounts Receivable
The collectability of accounts receivable is determined by the Company’s legal obligation for payment by the customer, as well as the ability of the customer to pay its debts. The carrying amount of accounts receivable represents the maximum credit exposure of this balance.
Accounts receivable primarily consists of amounts due from customers for prior movie distribution rights and recyclable material intake and are reported at their net realizable value. From management’s best estimate, there is no allowance for doubtful accounts on December 31, 2025, and 2024. 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.
| F-12 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock options (Note 14 and Note 16 respectively). Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
On December 31, 2025
the Company had convertible debt outstanding, warrants exercisable to
Stock-Based Compensation
The Company has adopted FASB guidance on stock-based compensation. Under ASC 718-10-30-2 Stock Compensation, all share-based payments to employees, including grants of employee stock options, are to be recognized in the consolidated statements of operations based on their fair values. The fair value of the options is calculated using the Black Scholes valuation model (Note 16).
The Company has issued stock options to employees and non-employees. Stock options granted to non-employees for services or performance not yet rendered would be expensed over the service period or until the goals had been reached. Stock options granted to employees are expensed over the vesting period of the options. The fair value of stock options is determined on the grant date.
Forfeitures of options are recognized as they occur. Compensation cost previously recognized is reversed on the date of forfeiture for any options that are forfeited prior to the completion of the requisite service period or vesting period.
Cancellation of an award accompanied by the concurrent grant of (or offer to grant) a replacement award of other valuable consideration is accounted for as a modification of the terms of the canceled award. The total compensation cost measured on the date of a cancellation and replacement id the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date plus the incremental cost resulting from the cancellation and replacement.
A cancelation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award of other valuable consideration is accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation cost is recognized on the cancellation date.
| F-13 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Fair Value of Financial Instruments
The fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:
| ● | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| ● | Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
|
● |
Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions that are reasonably available. |
The Company’s financial instruments consist of equity investments, note receivables, derivative liabilities and notes payable. The Company’s note receivables were indirectly written down to zero due to potential non-collections. The Company’s derivative liabilities have a fair value of zero principally due to a decline in the stock price. These instruments are in level 3 of the fair value hierarchy.
When determining fair value, whenever possible, the Company uses observable market data and relies on unobservable inputs only when observable market data is not available. As at December 31, 2025 and December 31, 2024, the Company did not have any level 1 or 2 financial instruments. At December 31, 2025 and December 31, 2024 the Company’s level 3 financial instruments were derivative liabilities for warrants issued and outstanding that were not indexed to the Company’s stock, notes payable and notes receivable valued at their present values and equity investments in other entities.
The following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis at December 31, 2025.
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs (Level2) | Significant Unobservable Inputs (Level3) | ||||||||||
| Liabilities | ||||||||||||
| Notes payable, net | $ | |||||||||||
| Derivatives liability | $ | |||||||||||
| Convertible note payable | $ | |||||||||||
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.
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level2) | Significant Unobservable Inputs (Level3) | ||||||||||
| Liabilities | ||||||||||||
| Notes Payable | $ | |||||||||||
| Derivative liability | $ | |||||||||||
| Convertible note payable | $ | |||||||||||
| F-14 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
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.
| F-15 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Consulting Services
Revenue from Renewable Energy Consulting services is derived from advisory and implementation services related to clean energy solutions. Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers, when a service is performed for the customer, services may occur over time or under a services contract or for a specific event as stipulated in client contracts. Contract terms typically provide for billing upon completion of defined milestones or within standard payment cycles.
Movie Distribution Revenue
Movie distribution revenue is derived from the use of the Company’s intangible assets. Revenues earned to date are from nonrefundable minimum guaranteed payments recognized on the date distribution rights were granted to the purchaser and royalty revenues when certain cost recuperation thresholds and other contractual conditions are met. Future revenues may be recognized from revenue generated by the purchaser or by additional distribution sales over the term of the movie rights license. During 2024 operations ceased due to Management’s decisions to pursue a new line of business in renewable waste energy. There may be rights to residual collections from a past contract that may be transferred to a functioning entity at a future date.
Funds received for unearned revenue are deferred revenue on the consolidated balance sheet and are recognized as revenue upon completion of milestones or specified tasks.
Recyclable material intake
The Company recognizes revenue from waste tires received from customers. Customers pay the Company for the collection, acceptance, and processing of waste tires. Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers, at the point in time when the company accepts the waste material for processing and the agreed fee is due from the customer.
Disaggregated Revenue Disclosure
The Company’s customers or sources of revenue generation were only in the United States during the period ended December 31, 2025. Below is a table of revenue by type:
| Revenue Type | December 31, 2025 | December 31, 2024 | ||||||
| Renewable consulting revenue | ||||||||
| Recyclable Material intake revenue | ||||||||
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
| F-16 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
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 principally of cash. Cash is maintained with a major financial institution in the USA that is creditworthy.
The Company maintains cash in a bank account insured up to $
During the period ended December 31, 2025 total
consulting revenue was generated from one customer and amount to $
During the period ended December 31, 2025, one
customer individually made up
4. DISCONTINUED OPERATIONS
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 the generation of these revenues were separated for discontinued operations disclosure and reporting purposes.
| Discontinued operations - net income (loss) | December 31, 2025 | December 31, 2024 | ||||||
| Revenue | ||||||||
| Consulting services | $ | $ | ||||||
| Expenses: | ||||||||
| Loss on impairment of software | ||||||||
| Net loss from discontinued operations | $ | $ | ( | ) | ||||
| Discontinued operations - cash flows | ||||||||
| Net loss for the year from discontinued operations | ( | ) | ||||||
| Loss on impairment of software | ||||||||
| Net cash (used in) operating activities from discontinued operations | $ | $ | ||||||
| F-17 |
5. ACCOUNTS RECEIVABLE
As of December 31, 2025, the Company had accounts
receivables of $
| Accounts Receivable | December 31, 2025 | December 31, 2024 | ||||||
| Accounts receivable beginning balance | $ | $ | ||||||
| Billings | ||||||||
| Allowance for uncollectable debt | ( |
) | ||||||
| Collections | ( |
) | ||||||
| Accounts receivable ending balance | ||||||||
6. CAPITAL INVESTMENT
As of December 31, 2025, the Company acquired
renewable energy assets for a total cost of $
As of the reporting date, the asset had arrived at a U.S. port and was pending clearance with U.S. Customs. Accordingly, the asset does not yet meet the criteria for capitalization under ASC 360, Property, Plant, 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.
The asset cleared U.S. Customs and custody was transferred to the Company in April 2026, at which point the Company anticipates reclassifying the capital advance to Property, Plant, and Equipment upon the asset being placed in service. The Company will begin depreciation in accordance with its fixed asset depreciation policy once the asset is placed in service.
7. NOTES RECEIVABLE
| December 31, 2025 | December 31, 2024 | |||||||
| Notes receivable - Enderby – current portion | ||||||||
| Allowance for doubtful accounts, Enderby | ( | ) | ( | ) | ||||
| Notes receivable, Enderby – net | ||||||||
The allowance for doubtful accounts for the notes
receivable converted to shares in the quarter ended June 30, 2024 was recovered resulting in a gain of $
On August 20, 2021, the Company loaned an additional
$
| F-18 |
7. NOTES RECEIVABLE (CONT’D)
During the year ended December 31, 2024,
the Company acquired certain assets of Fogdog for a final settlement of the Notes receivable and made a payment of $
On March 15, 2023, the Company signed an agreement
with its partner in the jointly-owned subsidiary EnderbyWorks to become the
8. LOAN PAYABLES
Notes Payable
On June 14, 2022, the Company issued a promissory
note payable for $
On November 8, 2022, the Company entered into a promissory
note agreement to raise $
On April 19, 2023, the Company entered into a promissory
note agreement with one subscriber to raise a net amount of $
On September 5, 2023, the Company entered into a promissory
note agreement with one subscriber (the “Holder”) to raise a net amount of $
On December 5, 2023, the Company entered into a promissory
note agreement with one subscriber (the “Holder”) to raise a net amount of $
| F-19 |
8. LOAN PAYABLES (CONT’D)
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 $
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 shares of common
stock of the Company (each, a “Share”); (ii) the issuance of a convertible promissory note in the principal amount of $
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 $
On June 11, 2024, the Company entered into a Convertible
Loan Agreement (“Agreement”) with a holder for a principal amount of $
On June 5, 2025, the Company received an additional
$
On June 9, 2025, the Company entered into a promissory
note agreement with one subscriber to raise a net amount of $
On June 26, 2025, the Company entered into a promissory
note agreement (“Note”) with one subscriber to raise a net amount of $
| F-20 |
8. LOAN PAYABLES (CONT’D)
On August 27, 2025, the Company entered into a promissory
note agreement (“Note”) with one subscriber to raise a net amount of $
On August 26, 2025, the Company issued a $
On November 7, 2025, the Company issued a $
On November 19, 2025, the Company issued a $
On November 20, 2025, the Company issued a $
On December 15, 2025, the Company issued a $
| F-21 |
9. 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 | December 31, 2025 | December 31, 2024 | ||||||
| Derivative Liability beginning balance | $ | $ | ||||||
| Initial recognition of derivatives | ||||||||
| Change in fair value | ( | ) | ||||||
| Settlements/conversions | ( | ) | ( | ) | ||||
| Derivative Liability ending balance | $ | $ | ||||||
During the year ended December 31, 2025, the
Company recognized a gain of $
Derivative liability is recognized as a present obligation determined using valuation techniques that rely on market-based or model-based assumptions, and may not require settlement in the form of cash or transfer of assets. Its actual settlement amount and timing are variable and contingent on underlying factors.
The following table summarizes the weighted average key inputs used in the Black-Scholes model for all outstanding conversion feature derivative liabilities as of the measurement dates:
| Input | Weighted Avg. at Inception Date |
December 31, 2025 | ||||||
| Stock price | $ | $ | ||||||
| Exercise price (conversion price) | $ | $ | ||||||
| Risk-free interest rate | % | |||||||
| Expected term (years) | ||||||||
| Expected volatility | % | % | ||||||
| Dividend yield | % | % | ||||||
10. DEFERRED REVENUE
Prior to December 31, 2024, the Company received
$
During the year ended December 31, 2025 the Company
received $
See table below for transactions that occurred during the year:
| December 31, 2025 | December 31, 2024 | |||||||
| Opening | $ | $ | ||||||
| Transfers to deposits payable | ( | ) | ||||||
| Customer deposits received | ||||||||
| Consulting fee earned | ( | ) | ||||||
| Total deferred revenue | ||||||||
| F-22 |
11. COMMITMENTS AND CONTINGENCIES
Contingent Commitments
The Company entered into a rental agreement with
a related party on August 23, 2021, for its corporate office address on 3250 Oakland Hills Court, Fairfield, California, 94534. The lease
expired on August 31,2022; it was originally for one year at a rate of $
Pledged Receivable
In 2019, the Company agreed to pledge the
collections of a specific uncollected customer invoice in the amount of $
LarCo Holdings, LLC Litigation
On July 31, 2024, LarCo filed a complaint in the Superior Court of the State of Arizona, Maricopa County (Case No. CV2024-020438), against the Company; the Vendor; certain current and former executives and affiliates of the Vendor and of the Company’s predecessor entities, and their spouses; and other defendants. The claims arise from the 2019 private loan transaction described above, to which the Company was not a party. The Company’s undertaking in connection with that loan was conditional upon actual collection of the pledged invoice, which has not occurred. Accordingly, the Company believes it has no independent payment obligation to LarCo under the acknowledgment.
On June 13, 2025, judgment on the loan was entered
in LarCo’s favor against the Vendor and a former executive of the Company’s predecessor, and on September 17, 2025, an amended
judgment was entered against those parties in the approximate amount of $
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, $
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 December 31, 2025.
| F-23 |
12. OPERATING LEASE
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 $
Lease expense is recognized on a straight-line
basis over the lease term. For the year ended December 31, 2025, total lease expense was approximately $
The future minimum operating lease payments as of December 31, 2025, are as follows:
| Year Ending December 31 | Amount ($) | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total Lease Payments | ||||
| Less: Imputed Interest | ( | ) | ||
| Present Value of Lease Liability | ||||
13. RELATED PARTY TRANSACTIONS
On January 22, 2018, the Company appointed James
Geiskopf as Lead Director. On June 28, 2024, James resigned from the Company’s Board of Directors. As of December 31, 2025, the Company has accounts payable and accrued expenses owed to this related party of $
On April 1, 2021, the Company appointed Cameron
Chell as Executive Chairman. On December 19, 2024, Cameron resigned from the Company’s Board of Directors. As of December 31, 2025
and 2024, the Company had accounts payable and accrued expenses owed to this related party of $
Our former Chairman, Cameron Chell (“Mr. Chell”) is the founder of Business Instincts Group, Inc. (“BIG”), a firm in the business of guiding early-stage ventures. On April 1, 2021, Mr. Chell was appointed Executive Chairman of the Company. On December 19, 2024, Mr. Chell resigned from the Company’s Board of Directors. Following his resignation from the Board, Mr. Chell was appointed chairman of the Company’s advisory board, a position he continues to hold as of the date of this Annual Report. During 2024, in the normal course of preparing the Company’s financial statements and evaluating historical transactions, the Company determined that Mr. Chell was a related party of the Company at the time certain obligations to BIG and to Mr. Chell individually were incurred. As a result, BIG and Mr. Chell are treated as related parties for purposes of this disclosure.
As of December 31, 2025 and December 31,
2024, the Company had recorded accounts payable and accrued expense balances in connection with BIG and Mr. Chell in the aggregate
amount of $
The entire aggregate balance is currently
disputed because Mr. Chell’s related-party status was not identified at the time the underlying obligations were incurred,
both in his capacity as founder of BIG and in his capacity as Executive Chairman of the Company. The Company is unable to confirm
that the recorded balances were properly authorized, appropriately valued, or incurred in accordance with the Company’s
related-party transaction policies and applicable governance requirements. Accordingly, the amounts, if any, that may ultimately be
determined to be due and owing to BIG or Mr. Chell are subject to ongoing review and negotiation between the parties, including
consideration of the Company’s right to offset against such amounts any costs and damages incurred as a result of the failure
to identify and disclose the related-party relationship at the time the obligations were incurred. Until these matters are resolved,
the full recorded aggregate balance of $
See also Item 3, “Legal Proceedings,” and Note 11, “Commitments and Contingencies,” for related disclosures regarding the LarCo Holdings, LLC litigation.
On December 4, 2018, the Company appointed Swapan
Kakumanu as Chief Financial Officer. On March 5, 2025, Swapan resigned from the Company. As of December 31, 2025 and 2024, the Company
had
On October 9, 2017, the Company signed an agreement
with RTB LLP. a company owned by Swapan Kakumanu to provide accounting services. On December 31, 2024 the company owed a balance of $
On August 1, 2022, the Company appointed Scott
Gallagher as President. As of December 31, 2025 and 2024, the Company had accounts payable and accrued expenses owing to this related
party of $
| F-24 |
14. WARRANTS
A related party cancelled warrants outstanding during 2024. All warrants outstanding on December 31, 2025 and December 31, 2024, have strike prices denominated in USD and met the criteria of equity instruments, therefore no derivative accounting necessary to determine a fair value. The following table summarizes changes in warrant outstanding in each period:
| December 31, 2025 | December 31, 2024 | |||||||
| Outstanding at beginning of year | ||||||||
| Issuances | ||||||||
| Cancellations | ( | |||||||
| Expirations | ( | ) | ||||||
| Outstanding at end of period | ||||||||
| Weighted Average Price | $ | $ | ||||||
| Weighted Average Remaining Years Outstanding | ||||||||
On January 6, 2024, the Company issued
shares of common stock of the Company at a deemed price of $ per share in settlement of amounts owed for services totaling $
On March 1, 2024, the Company issued
shares of common stock of the Company at a price of $ per share for aggregate gross proceeds of $
On March 1, 2024 the Company converted
$
On March 1, 2024 the Company issued
shares of our common stock in payment for a one-year production and media broadcast agreement valued at $
On June 7, 2024 the company converted $
On June 20, 2024 the Company converted
$
On June 27, 2024 the Company converted
$
On July 4, 2024 the Company converted $
On December 19, 2024 the Company converted
$
On January 2, 2025 the Company converted
$
On February 10, 2025 the Company converted
$
On February 18, 2025 the Company converted
$
On March 4, 2025 the Company converted
$
| F-25 |
15. SHARE CAPITAL (CONT’D)
Shares to be issued
On March 12, 2025 the company entered into an
agreement for a private placement for shares of the Company’s common stock at a price of $ per share for the total
consideration of $
On June 16, 2025 the
company entered into an agreement for a private placement for
shares of the Company’s common stock at a price of $per share for the total consideration of $
On July 4, 2025,
the Company and one of its vendors agreed to settle an outstanding payable of $
On August 15, 2025, the Company and one of
its vendors agreed to settle an outstanding payable of $
On August 15, 2025, the Company and one of
its related vendors agreed to settle an outstanding payable of $
On August 15, 2025,
the Company and one of its vendors agreed to settle an outstanding payable of $
Refer to note 8 for the shares issued to a related party.
Refer to note 8 for the shares to be issued to the note holder in settlement of notes payable.
| F-26 |
16. STOCK-BASED COMPENSATION
The Company has adopted the 2017 Equity Incentive
Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors,
officers, employees, or consultants of the Company.
The 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 stock options to consultants. The stock options are exercisable at the exercise price of $ per share for a period of from the date of grant. The stock options have a fair value of $ and are exercisable as follows:
| (i) | 1/3 on the first anniversary date; | |
| (ii) | 1/3 on the second anniversary date; and | |
| (iii) | 1/3 on the third anniversary date. |
On March 19, 2021, the Company granted a total of stock options to a consultant. The stock options are exercisable at the exercise price of $ per share for a period of from the date of grant. The stock options have a fair value of $ and are exercisable as follows:
| (i) | 1/3 on the first anniversary date; | |
| (ii) | 1/3 on the second anniversary date; and | |
| (iii) | 1/3 on the third anniversary date. |
On May 5, 2021, the Company granted a total of stock options to a consultant. The stock options are exercisable at the exercise price of $per share for a period of from the date of grant. The stock options have a fair value of $ and are exercisable as follows:
| (i) | 1/3 on the first anniversary date; | |
| (ii) | 1/3 on the second anniversary date; and | |
| (iii) | 1/3 on the third anniversary date. |
On June 15, 2021, the Company granted a total of stock options to a consultant. The stock options are exercisable at the exercise price of $ per share for a period of from the date of grant. The stock options have a fair value of $and are exercisable as follows:
| (i) | 1/3 on the first anniversary date; | |
| (ii) | 1/3 on the second anniversary date; and | |
| (iii) | 1/3 on the third anniversary date. |
On September 6, 2022, stock options held by a consultant were forfeited.
On August 26, 2022, the Company granted a total of stock options to officers and directors of the Company. The stock options are exercisable at the exercise price of $ per share for a period of from the date of grant. The stock options have a fair value of $ and are exercisable as follows:
| (i) | 1/2 the date of the grant; and | |
| (ii) | 1/2 on the first anniversary date. |
| F-27 |
16. STOCK-BASED COMPENSATION (CONT’D)
On August 26, 2022, the Company granted a total of stock options to an officer of the Company. The stock options are exercisable at the exercise price of $ per share for a period of from the date of grant. The stock options have a fair value of $and are exercisable as follows:
| (i) | 1/3 the date of the grant; | |
| (ii) | 1/3 on the first anniversary date; and | |
| (iii) | 1/3 on the second anniversary date. |
On February 22, 2023, the Company granted a total of stock options to an officer of the Company. The stock options are exercisable at the exercise price of $ per share for a period of from the date of grant. The stock options have a fair value of $ and are exercisable as follows:
| (i) | 1/3 the first anniversary date of the grant; | |
| (ii) | 1/3 on the second anniversary date; and | |
| (iii) | 1/3 on the third anniversary date. |
On April 21, 2023, the Company granted a total of stock options to officers and directors of the Company. The stock options are exercisable at the exercise price of $ per share for a period of from the date of grant. The stock options have a fair value of $ and are exercisable Immediately at issuance.
On April 21, 2023 the Company granted a total of stock options to consultants of the Company. The stock options are exercisable at the exercise price of $ per share for a period of from the date of grant. The stock options have a fair value of $ and are exercisable Immediately at issuance.
| (i) | 1/3 on the date of the grant; | |
| (ii) | 1/3 on the first anniversary date; and | |
| (iii) | 1/3 on the second anniversary date. |
On April 21, 2023 the Company granted a total of stock options to a consultant of the Company. The stock options are exercisable at the exercise price of $per share for a period of from the date of grant. The stock options have a fair value of $ and are exercisable Immediately at issuance.
| (i) | on the date of the grant; and | |
| (ii) | on the third anniversary date. |
On January 6, 2024, the Company granted a total of stock options to directors, officers and consultants of the Company. The stock options are exercisable at the exercise price of $ per share for a period of from the date of grant. The stock options have a fair value of $. The options vested immediately upon issuance.
On April 8, 2025, the Company granted a total of stock options to directors, officers and consultants of the Company. The stock options are exercisable at the exercise price of $ per share for a period of from the date of grant. The stock options have a fair value of $. The options vested immediately upon issuance.
| F-28 |
16. STOCK-BASED COMPENSATION (CONT’D)
Stock-based compensation expense recognized for the year ended December 31, 2025 and 2024, were $ and $, respectively. Stock options granted are valued using a fair value calculation based on the Black-Scholes valuation model. The weighted average assumptions used in the calculation are as follows:
Year ended December 31, 2025 |
Year ended December 31, 2024 | |||||||
| Share price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Time to maturity (years) | ||||||||
| Risk-free interest rate | % | % | ||||||
| Expected volatility | % | % | ||||||
| Dividend per share | $ | $ | ||||||
| Forfeiture rate | ||||||||
Number of Options | Weighted Average Grant-Date Fair Value ($) | Weighted Average Exercise Price ($) | Weighted Average Remaining Life (Yrs) | |||||||||||||
| Options outstanding, December 31, 2024 | ||||||||||||||||
| Granted | 9.27 | |||||||||||||||
| Cancelled | - | |||||||||||||||
| Options outstanding, December 31, 2025 | ||||||||||||||||
| Options exercisable, December 31, 2025 | ||||||||||||||||
| Options exercisable, December 31, 2024 | ||||||||||||||||
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 $ per share.
17. INCOME TAXES
For the fiscal years 2025 and 2024, there was provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.
As of December 31, 2025 and 2024, the Company
had net operating loss carry forwards of approximately $
| F-29 |
17. INCOME TAXES (CONT’D)
| For the year Ended | For the Year Ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Net income (loss) before taxes | ( | ) | ( | ) | ||||
| Federal income tax rate | % | % | ||||||
| State tax rate | % | % | ||||||
| Tax expense (benefit) at the statutory rate – federal | ( | ) | ( | ) | ||||
| Tax expense (benefit) at the statutory rate – state | ( | ) | ( | ) | ||||
| Non-deductible items | ||||||||
| Tax effect of stock-based compensation (non-qualifying options) | ||||||||
| Change in valuation allowance | ||||||||
| Total | ||||||||
| Deferred Tax Asset | ||||||||
| Net operating loss carry forwards | $ | $ | ||||||
| Total gross deferred tax assets | ||||||||
| Less: Deferred tax asset valuation allowance | ( | ) | ( | ) | ||||
| Total net deferred tax assets | $ | $ | ||||||
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 December 31, 2025 and 2024, 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.
18. 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
The following table sets forth a summary of the changes in non-controlling interest:
| December 31, 2025 | December 31, 2024 | |||||||
| Non-controlling interest beginning of the period | $ | ( | ) | ( | ) | |||
| Non-controlling interest end of period | $ | ( | ) | ( | ) | |||
| F-30 |
19. SUBSEQUENT EVENTS
On February 27, 2026 the Company converted $
On March 4, 2026 the Company converted $
On March 5, 2026 the Company converted $
On March 9, 2026 the Company converted
$
On March 16, 2026 the Company converted $
On March 18, 2026 the Company converted $
On March 20, 2026 the Company converted $
On March 23, 2026 the Company converted $
On March 24, 2026 the Company converted $
On June 30th 2026, Braden Glasbergen resigned as the Company’s Chief Financial Officer, Treasurer and Secretary, effective immediately. Effective July 1, 2026, the Board of Directors appointed Scott Gallagher to serve as Interim Chief Financial Officer and W. Scott McBride to serve as Interim Treasurer and Secretary.
| F-31 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Our principal executive officer, who is our president, and our principal financial officer, who is our 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 annual report on Form 10-K. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that as a result of the material weaknesses in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2025.
Management’s Annual Report on Internal Control over Financial Reporting
Our principal executive officer and our principal financial officer are responsible for establishing and maintaining adequate internal control over financial reporting. Our principal executive officer and our principal financial officer have assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this annual report on Form 10-K based on the criteria for effective internal control described Internal Control-Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission 2013. Based on this assessment, our principal executive officer and our principal financial officer have concluded our internal control over the financial reporting is not effective due to the following material weaknesses, which existed as of December 31, 2025:
| ● | Financial Reporting Systems: We did not maintain a fully integrated financial reporting system throughout the period and as a result, extensive manual analysis, reconciliation and adjustments were required in order to produce financial statements for external reporting purposes; and | |
| ● | Segregation of Duties: We do not currently have a sufficient complement of technical accounting and external reporting personnel commensurate to support standalone external financial reporting under U.S. generally accepted accounting principles (“U.S. GAAP”) or SEC requirements. Specifically, we did not effectively segregate certain accounting duties due to the small size of our accounting staff, and inability to maintain a sufficient number of adequately trained personnel who have the knowledge and experience with U.S. GAAP and SEC reporting necessary to anticipate and identify risks critical to financial reporting and the closing process. In addition, there were inadequate reviews and approvals by our personnel of certain reconciliations and other processes in day-to-day operations due to the lack of a full complement of accounting staff. |
| 20 |
We believe that our material weaknesses in internal control over financial reporting and our disclosure controls and procedures relate in part to the fact that we are an emerging business with limited personnel. Management and our board of directors believe that we must allocate additional human and financial resources to address these matters. Throughout the year, we have been continuously improving our monitoring of current reporting systems and our personnel. We intend to continue to make improvements in our internal control over financial reporting and disclosure controls and procedures until our material weaknesses are remediated.
Limitations on the Effectiveness of Controls and Permitted Omission from Management’s Assessment
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In light of the material weaknesses described above, additional procedures were performed by our management to ensure that the consolidated financial statements included in this report were prepared in accordance with U.S. GAAP.
ITEM 9B. OTHER INFORMATION
On March 15, 2023, the Company signed a settlement agreement and release with Enderby Entertainment, Inc., its partner in the jointly owned subsidiary EnderbyWorks, LLC to become the 100% owner of the company. In order to account for former partner’s owing the Company $1,828,000 pursuant to a certain limited liability company agreement relating to EnderbyWorks, LLC, among other things, the former partner agreed to issue the Company a secured promissory note of $1,828,000 (the “Note”) with an interest rate of 8% due and payable on July 6, 2024 and the former partner forfeited its 49% membership interest in EnderbyWorks, LLC, resulting in the Company becoming the 100% owner of EnderbyWorks, LLC. The agreement also contains a royalty clause on the existing assets that EnderbyWorks will pay the former partner 50% of the first $6,000,000 in certain net revenue of EnderbyWorks, LLC, which will be offset against amounts due under the Note.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
| 21 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following individuals serve as our directors and executive officers. All of our directors hold office until the next annual meeting of our stockholders or until their successors have been elected and qualified, or until their death, resignation or removal. Our executive officers are appointed by our board of directors and hold office until their death, resignation, or removal from office.
| Name | Position Held with Our Company | Age | Date First Elected or Appointed | |||
| Scott Gallagher | President, CEO, Interim CFO & Chairman | 58 | September 7, 2022 | |||
| Edmund C. Moy | Director | 68 | February 9, 2018 | |||
| Scott McBride | Interim Treasurer and Secretary & Director | 52 | December 19, 2024 |
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director and executive officer, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Scott Gallagher
Mr. Gallagher has served as President of the Company since September 7, 2022, and as Chief Executive Officer and Chairman of the Board since December 19, 2024. He is the sole named inventor of the Company’s patent-pending automated carbon credit creation and AI-based emissions monitoring technology, which has been assigned to the Company, and he led the formation of the Company’s wholly owned subsidiary, Energy Works, Inc., incorporated in Florida on May 13, 2024 to support the Company’s waste-to-energy operations.
Mr. Gallagher has over 30 years of experience in U.S. capital markets, with a focus on SEC reporting and compliance, corporate governance, early-stage company development, capital formation, and revenue growth. Since 2008, he has served as Chairman of TheDirectory.com, Inc., a publicly traded company. He previously held FINRA Series 7, 63, and 24 registrations, each of which was retired in good standing.
| 22 |
Edmund C. Moy
On February 9, 2018, we appointed Edmund C. Moy as a director of our company.
From 2001 through 2006, Mr. Moy served as special assistant to the President of the United States at The White House, where he was responsible for presidential appointments including the U.S. Department of Energy, the U.S. Environmental Protection Agency, and other natural resource related departments and independent agencies. He was appointed as director of the United States Mint at the U.S. Department of the Treasury and unanimously confirmed by the U.S. Senate, a position he held from 2006 until 2011. Mr. Moy began his career as a sales and marketing executive with Blue Cross Blue Shield United of Wisconsin, was appointed head of the federal regulatory agency Office of Prepaid Health Care, and was then selected to head the Office of Managed Care at the Centers for Medicare and Medicaid Services. Thereafter, he became an exclusive advisor to private equity firm Welsh, Carson, Anderson & Stowe.
Mr. Moy currently serves as a director. member of the audit committee, and chair of the governance and nominations committee of Verb Technology (VERB:NASDAQ) and as an advisory board member of Draganfly Inc. (DPRO:NASDAQ). He also advises and consults with several privately held companies, is an exclusive provider of autographs to Numismatic Guaranty Corp., provides consulting services to privately held U.S. Money Reserve, and serves on the Board of Regents for Trinity International University. His prior board service includes privately held Emerald Health Network and publicly held Parsec Capital Acquisitions Corp. (PCXCU:NASDAQ) where he served as chair of the audit committee and L&L Energy, Inc. (LLEN:NASDAQ). He earned his Bachelor of Arts in Economics, International Relations, and Political Science in 1979 from the University of Wisconsin - Madison.
We believe that Mr. Moy is qualified to serve on our Board because he has extensive and unique leadership experience in Washington D.C., where he is recognized for his leadership roles in the Executive Branch of the government of the United States, as well as the experience gained from serving on the boards of several public companies.
W. Scott McBride
Mr. McBride has served as a director of the Company since December 19, 2024, and as President of Waste-to-Energy Operations since February 27, 2025. In that capacity, he serves as the lead on-site operational executive for the Company’s Midland, Texas facility, where he is responsible for overseeing the Company’s waste-to-energy operations, leading the regulatory permitting and environmental filing process for the Midland site, and establishing local relationships with municipalities, tire haulers, transfer stations, industrial partners, and other stakeholders required to support the Company’s feedstock supply and commercial operations.
Mr. McBride brings experience in pyrolysis technology and environmental sustainability. He holds a Bachelor’s degree in Environmental Science from Western Colorado University and a Master’s degree in Education from Monmouth University.
Family Relationships
There are no family relationships among our directors or officers.
Involvement in Certain Legal Proceedings
None of our directors or executive officers have been involved in any of the following events during the past ten years:
| (a) | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
| (b) | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); | |
| (c) | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; | |
| (d) | being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | |
| (e) | being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
| (f) | being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
| 23 |
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons we believe that during year ended December 31, 2025 all filing requirements applicable to our executive officers and directors, and persons who own more than 10% of our common stock were complied with, with the exception of the following:
| Name | Number of Late Reports |
Number of Transactions Not Reported on a Timely Basis |
Failure to File Requested Forms | |||||||
| Scott Gallagher | 3 | 1 | Nil | |||||||
| Edmund C. Moy | 3 | 1 | Nil | |||||||
| Scott McBride | 3 | 1 | Nil | |||||||
Code of Ethics
On December 20, 2017, our board of directors adopted a code of ethics and business conduct for directors, senior officers and employees of our company. We adopted the code of ethics and business conduct for the purpose of promoting:
| ● | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; | |
| ● | full, fair, accurate, timely and understandable disclosure in all reports and documents that we file with, or submits to, the Securities and Exchange Commission and in other public communications made by our company; | |
| ● | compliance with applicable governmental laws, rules and regulations; | |
| ● | the protection of our assets, including corporate opportunities and confidential information; | |
| ● | fair dealing practices; | |
| ● | the prompt internal reporting of violations of the code of ethics and business conduct; and | |
| ● | accountability for adherence to the code of ethics and business conduct. |
Audit Committee
We have an audit committee consisting of Edmund C. Moy (Chair), and Scott McBride. Our audit committee assists our board of directors in fulfilling its responsibility to our stockholders relating to corporate accounting matters, the financial reporting practices of our company, and the quality and integrity of the financial reports of our company.
Audit Committee Financial Expert
Our board of directors has determined that it does not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
| 24 |
Other Committees of Board of Directors
We do not have nominating or compensation committees or committees performing similar functions nor do we have a written nominating or compensation committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our board of directors.
We do not have any defined policy or procedure requirements for our stockholders to submit recommendations or nominations for directors. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment.
A stockholder who wishes to communicate with our board of directors may do so by directing a written request to the address appearing on the first page of this annual report.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation
The particulars of compensation paid to the following persons:
| (a) | all individuals serving as our principal executive officer during the year ended December 31, 2024; | |
| (b) | each of two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2024; and | |
| (c) | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at December 31, 2024, |
who we will collectively refer to as the named executive officers, for all services rendered in all capacities to our company for the years ended December 31, 2025 and 2024 are set out in the following summary compensation table:
Summary Compensation Table – Years Ended December 31, 2025 and 2024
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Scott Gallagher | 2025 | - | - | - | 15,000 | (2) | - | - | 180,000 | 195,000 | ||||||||||||||||||||||||||
| President | 2024 | - | - | - | 40,000 | (2) | - | - | 180,000 | 220,000 | ||||||||||||||||||||||||||
| Braden Glasbergen | 2025 | - | - | - | - | - | - | 42,000 | 42,000 | |||||||||||||||||||||||||||
| Former CFO | 2024 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Notes:
| (1) | Reflects the grant date fair value computed in accordance with FASB ASC Topic 718. See Note 15 of our annual financial statements for the years ended December 31, 2025 and 2024 for a description of the assumptions made in the valuation of these stock options. |
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Narrative Disclosure to Summary Compensation Table
In connection with the appointment of Scott Gallagher as president, we have entered into an independent consultant agreement dated September 7, 2022. Pursuant to the agreement we have agreed to pay Mr. Gallagher a consulting fee of $10,000 per month. On January 1, 2023 the agreement was amended to $11,250 per month. On April 1, 2023 the agreement was amended to $15,000 per month with the option to convert into shares. The agreement may be terminated by (i) Mr. Gallagher by providing at least 30 days advance notice in writing, (ii) us by giving at least 30 days advance notice in writing, or (iii) us without notice in the event that Mr. Gallagher: (a) breaches any term of the agreement, (b) neglects the services or any other duty to be performed under the agreement, (c) engages in any conduct which is dishonest, or damages our reputation or standing, (d) is convicted of any criminal act, (e) engages in any act of moral turpitude, (f) files a voluntary petition in bankruptcy, or (g) is adjudicated as bankrupt or insolvent. Mr. Gallagher has also agreed for the term of the agreement not to compete with us in the business of providing services for blockchain initial coin offerings. During the term of the agreement and for a period of one year immediately following the termination or expiration of the agreement, Mr. Gallagher has agreed not to solicit or induce any customer, prospective customer, supplier, sales personnel, employee or independent contractor involved with us to terminate or breach any employment, contractual or other relationship with us, or to otherwise discontinue or alter such third party’s relationship with us.
On August 26, 2022 we granted 1,000,000 stock options to Scott Gallagher. Each option is exercisable for a period of 10 years at a price of $0.09 per share. The stock options granted to Scott Gallagher vest as to one-third on the date of grant, one-third on the first anniversary of the date of grant, and one-third on the second anniversary of the date of grant.
On April 21, 2023 we granted 2,000,000 stock options to Scott Gallagher. Each option is exercisable for a period of 10 years at a price of $0.09 per share. The stock options granted to vesting upon issuance.
On January 6, 2024 we granted 2,000,000 stock options to Scott Gallagher. Each option is exercisable for a period of 10 years at a price of $0.02 per share. The stock options granted to vesting upon issuance.
Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.
Resignation, Retirement, Other Termination, or Change in Control Arrangements
We have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or executive officers at, following, or in connection with the resignation, retirement or other termination of its directors or executive officers, or a change in control of our company or a change in our directors’ or executive officers’ responsibilities following a change in control.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of December 31, 2025:
| Option awards | Stock awards | ||||||||||||||||||||
| Name | Number of securities underlying unexercised options(#) exercisable |
Number of securities underlying unexercised options (#)unexercisable |
Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) |
Option exercise price ($) |
Option expiration date |
Number of shares or units of stock that have not vested (#) |
Market value of shares of units of stock that have not vested ($) |
Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) |
Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) |
||||||||||||
| Scott Gallagher | 1,000,000 | (1) | - | - | 0.09 | August 26, 2032 | - | - | - | - | |||||||||||
| Scott Gallagher | 2,000,000 | (2) | - | - | 0.09 | April 21, 2033 | - | - | - | - | |||||||||||
| Scott Gallagher | 2,000,000 | (3) | 0.02 | January 6, 2034 | |||||||||||||||||
Notes:
| (1) | The stock options become exercisable as follows: (i) 1/3 upon the date of grant (August 26, 2022); (ii) 1/3 on the first anniversary date and (iii) 1/3 on the second anniversary date. |
| (2) | The stock options become exercisable upon the grant date (April 21, 2023). |
| (3) | The stock options become exercisable upon the grant date (January 26, 2024). |
| 26 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of April 10, 2025, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of any class of our voting securities and by each of our directors, our named executive officers and by our executive officers and directors as a group.
| Name | Title of Class | Amount and Nature of
Beneficial Ownership(1) |
Percentage of Class(1)(2) | |||||||
| Scott Gallagher | Common Stock | 6,305,714 | (3) | 4.57 | % | |||||
| Edmund C. Moy | Common Stock | 1,801,000 | (4) | 1.31 | % | |||||
| All current executive officers and directors as a group (2 persons) | Common Stock | 8,106,714 | 5.88 | % | ||||||
Notes
| (1) | Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. |
| (2) | Percentage of ownership is based on 138,036,826 shares of our common stock issued and outstanding as of December 31, 2025. |
| (3) | Consists of 1,305,714 shares of our common stock and 5,000,000 shares of our common stock underlying 1,800,000 stock options that are vested or will be vested within 60 days. |
| (4) | Consists of 1,000 shares of our common stock and 1,800,000 shares of our common stock underlying 1,800,000 stock options that are vested or will be vested within 60 days. |
| 27 |
Changes in Control
We are unaware of any arrangement the operation of which may at a subsequent date result in a change of control of our company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons
Other than as disclosed below, there has been no transaction, since January 1, 2021, or currently proposed transaction, in which the Company were or are to be a participant and the amount involved exceeds $5,307.37, being the lesser of $120,000 or one percent of the average of its total assets at year end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest:
| (i) | any director or executive officer of our company; | |
| (ii) | any person who beneficially owns, directly or indirectly, shares carrying more than 5% of any class of our voting securities; | |
| (iii) | any person who acquired control of our company when it was a shell company or any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of acquiring, holding, voting or disposing of our common stock, that acquired control of our company when it was a shell company; and | |
| (iv) | any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons. |
Compensation for Executive Officers and Directors
For information regarding compensation for our executive officers and directors, see “Executive Compensation”.
Director Independence
We currently act with three directors consisting of Scott Gallagher, Edmund C. Moy, and Scott McBride. Our common stock is quoted on the OTCQB operated by the OTC Markets Group, which does not impose any director independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not independent if, among other things, (1) he or she is also an executive officer or employee of the corporation or was, at any time during the past three years, employed by the corporation; or (2) he or she accepted or who has a family member who accepted any compensation from our company in excess of $120,000 during any period of twelve consecutive months within the past three years, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a family member who is an employee (other than an executive officer) of our company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation.
In addition, Edmund C. Moy, and Scott McBride, the members of our audit committee, have not accepted directly or indirectly any consulting, advisory, or other compensatory fee from our company or subsidiary other than in his or her capacity as a member of the audit committee, our board of directors, or any other board committee, and each member of our audit committee is not a beneficial owner, directly or indirectly, of more than 10% of our common stock and is not an executive officer of our company. Accordingly, they are independent under independence standards applicable to the audit committee of a company whose stock is listed on the Nasdaq Capital Market.
| 28 |
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The following table sets forth the fees billed or expected to be billed to our company for the years ended December 31, 2025 and December 31, 2024 for professional services rendered by Integritat CPA LLC, our independent registered public accounting firm:
| Fees | 2025* | 2024 | ||||||
| Audit Fees | $ | 90,000 | * | $ | 88,100 | |||
| Audit Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| Other Fees | - | - | ||||||
| Total Fees | $ | 90,000 | $ | 88,100 |
*Estimated.
Pre-Approval Policies and Procedures
Our audit committee pre-approves all services provided by our independent registered public accountants. All of the above services and fees were reviewed and approved by our board of directors or our audit committee before the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent registered public accountants and believes that the provision of services for activities unrelated to the audit is compatible with maintaining the independence of our independent registered public accountants.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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 | Articles of Merger dated effective August 24, 2022 (incorporated by reference from our Current Form 8-K, filed on August 25, 2022) | |
| 3.7 | Amended and Restated Bylaws (incorporated by reference from our Annual Report on Form 10-K, filed on April 15, 2022) |
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Exhibit Number |
Description | |
| (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, 2018) | |
| 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, 2018) | |
| 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, 2018) | |
| 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, 2018) | |
| 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, 2018) |
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Exhibit Number |
Description | |
| 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, 2018) | |
| 10.26 | 2017 Equity Incentive Plan (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2018) | |
| 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, 2018) | |
| 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, 2018) | |
| 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, 2018) | |
| 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, 2018) | |
| 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, 2018) | |
| 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, 2018) | |
| 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, 2018) | |
| 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, 2018) | |
| 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, 2018) | |
| 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, 2018) | |
| 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, 2018) | |
| 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) | |
| 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) |
| 32 |
Exhibit Number |
Description | |
| 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) | |
| 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) | |
| 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) |
| 33 |
| Exhibit Number | Description | |
| 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 | 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) | |
| 10.96 | 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) | |
| 10.97 | 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) | |
| 10.98 | Form of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on December 29, 2021) | |
| 10.99 | Form of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on December 29, 2021) | |
| 10.100 | Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on December 30, 2021) | |
| 10.101 | Form of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on January 28, 2022) | |
| 10.102 | Form of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on January 28, 2022) | |
| 10.103 | Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on January 31, 2022) | |
| 10.104 | Form of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on February 28, 2022) | |
| 10.105 | Form of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on February 28, 2022) | |
| 10.106 | Independent Consultant Agreement dated effective September 7, 2022 with Scott Gallagher | |
| 10.107 | Amendment #1 dated March 15, 2023 to Convertible Promissory Note with Fogdog Energy Solutions Inc. dated May 5, 2021 | |
| 10.108 | Amendment #1 dated March 15, 2023 to Loan Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021 | |
| 10.109 | Amendment # 2 dated April 10, 2024 to Loan Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021 |
| 34 |
Exhibit Number |
Description | |
| (14) | Code of Ethics | |
| 14.1 | Code of Ethics and Business Conduct (incorporated by reference from our Annual Report on Form 10-K, filed on April2, 2018) | |
| (16) | Letter re Change in Certifying Accountant | |
| 16.1 | Letter from Haynie & Company dated August 31, 2022 (incorporated by reference from our Current Report on Form 8-K, filed on September 1, 2022) | |
| (21) | Subsidiaries | |
| 21.1 | Subsidiaries of CurrencyWorks Inc. CurrencyWorks USA Inc., Nevada corporation EnderbyWorks LLC., Delaware limited liability company Motoclub LLC, Delaware limited liability company | |
| 23.1 | Consent of Integritat CPA | |
| 23.2 | Consent of Haynie & Company | |
| (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) |
*Filed herewith.
ITEM 16. FORM 10-K SUMMARY
None.
| 35 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By:
| /s/ Scott Gallagher | |
| Scott Gallagher | |
| President | |
| (Principal Executive Officer) | |
| Date: July 13, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Scott Gallagher | |
| Scott Gallagher | |
| President | |
| (Principal Executive Officer) | |
| Date: July 13, 2026 | |
| /s/ Scott Gallagher | |
| Scott Gallagher | |
| Interim Chief Financial Officer | |
| Date: July 13, 2026 | |
| /s/ Edmund C. Moy | |
| Edmund C. Moy | |
| Director | |
| Date: July 13, 2026 |
| 36 |