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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 19, 2026
Waste
Energy Corp.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-55049 |
|
27-3098487 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
3250
Oakland Hills Court, Fairfield, CA 94534
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code: 424.570.9446
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Nil |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.01 Changes in Registrant’s Certifying Accountant.
On
May 19, 2026, Integrität Audit, Accounting & Advisory, LLC (“Integrität”) resigned as the independent registered
public accounting firm of Waste Energy Corp. (the “Company”).
Because
Integrität was engaged to audit the Company’s financial statements for the fiscal year ended December 31, 2025
and did not complete the audit, Integrität has not issued an audit report on the Company’s financial statements for the
fiscal year ended December 31, 2025.
During
the period from Integrität’s engagement through the date of its resignation, there were no disagreements
between the Company and Integrität on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Integrität’s satisfaction, would have caused Integrität
to make reference thereto in its report on the financial statements.
During
the same period, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Integrität with a copy of the disclosures contained in this Current Report on Form 8-K and requested that Integrität
furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A
copy of Integrität’s letter will be filed as Exhibit 16.1 to this Current Report on Form 8-K.
Appointment
of New Independent Registered Public Accounting Firm
On
May 21, 2026, the Audit Committee and Board of Directors approved the engagement of M&K CPAs, PLLC as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2025, subject to completion of customary client acceptance
procedures and execution of a final engagement letter.
During
the Company’s two most recent fiscal years and any subsequent interim period prior to the engagement of M&K CPAs, PLLC, neither
the Company nor anyone acting on its behalf consulted with M&K CPAs, PLLC regarding (i) the application of accounting principles
to a specific completed or contemplated transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial
statements, or (iii) any matter that was the subject of a disagreement or reportable event as defined in Item 304(a)(1)(iv) and (v) of
Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 16.1 |
|
Letter from Integrität Audit, Accounting & Advisory, LLC dated May 19, 2026. |
| 104
|
|
Cover Page Interactive Data File (embedded
within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Waste
Energy Corp. |
|
| |
|
|
| By:
|
/s/
Scott Gallagher |
|
| |
Scott
Gallagher |
|
| |
Chief
Executive Officer |
|
| |
|
|
| Date:
|
May
21, 2026 |
|
