UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended: December 31, 2024

or

For the transition period from __________________to __________________

Commission file number: 000-55049

WASTE ENERGY CORP.

(Exact name of registrant as specified in its charter)

3250 Oakland Hills Court, Fairfield, CA 94534
(Address of principal executive offices and Zip Code)

424.570.9446

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act

Common Stock

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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

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

☐

Indicate by check mark whether the registrant has filed a report on an attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

At May 9, 2025 there was an aggregate market value of $1,891,104.52 based on a price of $0.0137 per share multiplied by 138,036,826 shares of common stock held by non-affiliates.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of May 9, 2025, 138,036,826 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed under Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for the fiscal year ended December 24, 1980). Not applicable.

TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS

Forward-Looking Statements

This annual report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for future operations. In some cases, forward-looking statements can be identified by the use of terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continues” or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this annual report include or may include, among others, statements about:

The material assumptions supporting these forward-looking statements include, among other things:

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

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

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

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

Unless otherwise stated, all financial information contained herein is shown in United States dollars. Our financial statements are prepared by the United States’ generally accepted accounting principles. 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”, “the Company”, “our” and “Waste Energy” mean Waste Energy Corp. and its wholly-owned subsidiary, CurrencyWorks USA Inc., Energy Works, Inc. and EnderbyWorks LLC and its 80% owned subsidiary Motoclub LLC, unless otherwise specified.

Corporate Overview

We were incorporated under the laws of the State of Nevada on July 20, 2010.

We have four subsidiaries CurrencyWorks USA Inc., EnderbyWorks LLC, Energy Works Inc. and Motoclub LLC. We have 100% ownership of CurrencyWorks USA Inc., 100% ownership of EnderbyWorks LLC, 100% ownership of Energy Works Inc. and 80% ownership of Motoclub LLC. During 2024 we ceased operations for EnderbyWorks LLC and Motoclub LLC as a strategic shift to focus on the renewable waste energy industry.

Waste Energy Corp. (“Waste Energy,” “we,” “us,” or the “Company”) is an early-stage company in the waste-to-energy (“WTE”) industry. We are engaged in the development and implementation of technologies designed to divert plastic and tire waste from landfills and convert these materials into usable energy sources. Our business strategy is centered on the use of a specialized thermal conversion process to break down plastic and tire waste into valuable byproducts. This process involves heating the feedstock at high temperatures in an oxygen-free environment, preventing combustion while causing the material to decompose at a molecular level.

Through this process, Waste Energy aims to produce three primary outputs: (i) synthetic diesel fuel, (ii) carbon black, and (iii) syngas, which can be used to power our conversion systems. Additionally, we may seek to generate revenue through carbon credit programs, subject to applicable regulatory approvals and market conditions.

Our business is in its early stages, and there can be no assurance that we will achieve profitability or that our technology will be commercially viable on a large scale. Any forward-looking statements regarding our potential revenue streams and business growth are based on current expectations and involve risks and uncertainties, including, but not limited to, regulatory approvals, market demand, operational challenges, and financial constraints.

Waste Energy Corp. aims to generate revenue through the following key sources:

(i) Sales of Clean Diesel Fuel and Carbon Black

We will produce and sell clean diesel fuel and carbon black derived from the conversion of plastic and tire waste. Clean diesel fuel can be used in various industrial and commercial applications, while carbon black is a valuable raw material for manufacturing processes, including rubber production and specialty coatings. We are actively negotiating off-take agreements with fuel distributors, industrial buyers, and chemical companies. Revenue from these sales will be recognized upon shipment and delivery of products to buyers. In certain cases, buyers may enter into prepayment agreements for secured supply contracts.

(ii) Environmental Credit Monetization

Our operations are expected to generate environmental credits, including carbon credits, plastic credits, and other sustainability-linked incentives. These credits may be sold directly on regulated and voluntary markets or bundled with our fuel and carbon black products at a premium for sustainability-conscious buyers. Revenue from environmental credits will be recognized upon completion of sales transactions on recognized markets or as part of contractual agreements with off-takers purchasing our products.

(iii) Consulting Services for Waste Management Companies

We intend to offer consulting services to landfills, waste management firms, and other industry participants seeking to optimize their waste-to-energy processes and sustainability initiatives. Our expertise in advanced waste conversion technologies, feedstock procurement, and regulatory compliance will enable us to provide tailored solutions to clients. Consulting service revenue will be recognized as projects are completed and upon fulfillment of contractual obligations.

(iv) Strategic Partnerships, Equipment Sales, and AI Technology Licensing

As we expand our technology portfolio, we may generate revenue from licensing intellectual property, royalty agreements, and the sale of proprietary equipment to third parties seeking to implement waste-to-energy solutions. Additionally, we are developing a patent-pending AI-based emissions monitoring, management, and automated carbon credit creation technology, which we anticipate licensing to industrial partners, waste management firms, and regulatory agencies. This technology is designed to enhance transparency, optimize emissions reduction efforts, and automate carbon credit generation, creating an additional revenue stream. Revenue from licensing, royalties, and equipment sales will be recognized based on the terms of specific agreements and contracts.

According to a new study from the Yale School of the Environment, , Scientists have found microplastics in brain tissue. Their discovery, detailed in a new paper, is the latest in a litany of studies finding tiny plastic particles no larger than a grain of sand in virtually every part of the human body.

According to the Ocean Conservancy, a dead zone in the Gulf of Mexico—where the Mississippi River dumps untold gallons of polluted water every second—has expanded to over 18,000 square kilometers in the last decade. Many other such dead zones have also undergone rapid expansion in recent years.

Lastly, according to a recent OECD report, Global plastic waste is set to almost triple by 2060.

Description of Business

Overview

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

Our Technology and Process

Waste Energy Corp. employs a specialized thermal conversion process that operates in an oxygen-free environment to break down plastic and tire waste at high temperatures. This process results in three primary products:

Additionally, we are actively exploring ways to monetize carbon credits generated through our waste conversion activities.

Revenue Model

We have identified multiple revenue streams to support our long-term business growth and sustainability:

Market Opportunity

The global plastic and tire waste problem continues to escalate, with millions of tons of plastic and rubber waste ending up in landfills and oceans each year. According to NOAA and other reputable sources, plastic pollution poses significant risks to marine ecosystems, while waste tires contribute to environmental hazards and greenhouse gas emissions. We believe that Waste Energy Corp. is positioned to address these challenges by providing a commercially viable, scalable, and environmentally sustainable solution.

Growth Strategy

We are currently focused on launching our pilot project with an output of up to 30-tons-per-day (TPD) of waste conversion. This facility will serve as a proof-of-concept for our technology and our business model as well as establish our recurring revenue generation. Following a successful launch, we plan to expand operations by securing additional plastic and tire waste feedstock, increasing processing capacity, and pursuing new partnerships in waste management and sustainability sectors.

Our long-term vision includes scaling our operations domestically and internationally, leveraging our intellectual property, and establishing Waste Energy Corp. as a leader in the waste-to-energy industry.

Risk Factors

As an early-stage company in the waste-to-energy sector, we face several risks that could impact our ability to achieve our business objectives. These risks include:

● Regulatory and permitting challenges that may delay or restrict our operations;

● The scalability and efficiency of our pyrolysis technology in commercial applications;

● Market adoption of our waste-to-energy solutions and competition from alternative waste management and clean energy technologies;

● The availability, quality, and cost of plastic waste feedstock required for our operations;

● Our ability to secure sufficient financial resources for facility construction, equipment maintenance, and operational expenses;

● Fluctuations in energy and fuel prices that may affect the profitability of our converted products;

● Potential environmental liabilities and compliance with evolving environmental regulations;

● Dependence on strategic partnerships, suppliers, and key personnel to maintain and expand operations;

● Risks associated with supply chain disruptions or delays in equipment procurement; and

● Broader economic conditions that could impact investor confidence and financing opportunities.

Our ability to successfully execute our business strategy will depend on our capacity to mitigate these risks while maintaining operational efficiency and adapting to evolving market and regulatory conditions.

Sales and Marketing

To drive growth in our waste-to-energy business, we will implement a comprehensive sales and marketing strategy focused on securing feedstock suppliers, expanding our investor base, and establishing long-term offtake agreements. Our plan includes:

This multi-faceted approach will ensure steady growth by securing critical resources, expanding market reach, and driving long-term business sustainability.

Competition

The waste-to-energy (WTE) industry is an emerging yet increasingly competitive space, with several players developing technologies to convert plastic waste into fuel and other valuable byproducts. Our primary competitors include companies specializing in pyrolysis, chemical recycling, and alternative waste-processing technologies. These competitors range from well-established global firms to emerging startups focused on sustainability and circular economy solutions.

Key Competitors

Competitive Advantages

While many of our competitors have significant financial backing, established infrastructure, and strategic partnerships, Waste Energy Corp differentiates itself through:

Market Challenges

Despite our competitive advantages, we face challenges such as:

By leveraging our technological strengths, strategic partnerships, and aggressive market expansion, Waste Energy Corp is well-positioned to establish itself as a leader in the waste-to-energy sector.

Intellectual Property and Technology

Waste Energy Corp is committed to advancing proprietary solutions in the waste-to-energy sector, with a focus on our patent-pending AI Emission monitoring and carbon credit automation technology and advanced thermal conversion process technology. Our innovative process efficiently transforms discarded plastics and tires into valuable energy products while minimizing environmental impact.

We are actively pursuing intellectual property protection, including patents, trademarks, and trade secrets, to safeguard our technological advancements. Our intellectual property strategy includes:

As we continue to develop and optimize our technology, we will assert our intellectual property rights against unauthorized use while remaining open to strategic partnerships and licensing opportunities.

Additionally, while we are confident in the originality of our approach, we remain vigilant regarding third-party patents and intellectual property claims in the industry. We will take necessary actions to protect our rights and ensure compliance with existing legal frameworks.

Our commitment to ongoing research and development will further strengthen our technology, positioning Waste Energy Corp at the forefront of the waste-to-energy industry.

Government Regulation and Compliance

The waste-to-energy (WTE) industry operates within a complex regulatory landscape that includes environmental protection, waste management, emissions control, and energy production. Waste Energy Corp is committed to full compliance with all applicable federal, state, and local regulations to ensure responsible operations and long-term sustainability.

Regulatory Considerations

Our advanced thermal conversion technology machines must comply with various regulatory frameworks, including but not limited to:

Our Compliance Strategy

To navigate regulatory complexities and maintain compliance, we will:

By proactively addressing regulatory challenges, Waste Energy Corp ensures operational stability, mitigates legal risks, and strengthens its position in the waste-to-energy market.

Investment Company Act of 1940 Considerations

We intend to conduct our operations so that we do not fall within the definition of an “investment company” under the Investment Company Act of 1940.

Under Section 3(a)(1)(A) of the Investment Company Act of 1940, a company is deemed to be an “investment company” if it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. We believe that we will not be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act of 1940 because we will not engage primarily or hold ourselves out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, our new business is a services and development business that provides a turnkey set of services for companies to develop and integrate blockchain and cryptocurrency technologies into their business operations.

Under Section 3(a)(1)(C) of the Investment Company Act of 1940, a company is deemed to be an “investment company” if it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of our company’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis, which we refer to as the “40% test.” We intend to monitor our holdings and conduct operations so that on an unconsolidated basis we will comply with the 40% test. Nevertheless, because we may accept tokens, coins or equity in payment for our services, to the extent permitted under applicable law, we may acquire “investment securities” having a value exceeding 40% of the value of our company’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. In that case, we intend to rely on a safe harbour exemption from the Investment Company Act of 1940 for so-called “transient investment companies.”

Consistent with the “transient investment company” safe harbour, we will have to reduce our holdings of “investment securities to not more than 40% of our total assets as soon as is reasonably possible and in any event within one year from the earlier of (i) the date on which we own securities and/or cash having a value exceeding 50% of the value of our company’s total assets on either a consolidated or unconsolidated basis or (ii) the date on which we own or propose to acquire “investment securities” having a value exceeding 40% of the value of our company’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. This reduction could be attempted in several ways, including the disposition of securities and the acquisition of other assets that would not constitute investment securities for purposes of the Investment Company Act of 1940. If we are required to sell securities, we may sell them sooner than we otherwise would, the sales may be at depressed prices, and we may never realize the anticipated benefits from, or may incur losses on, those investments. We may not be able to sell some investments due to contractual or legal restrictions or the inability to locate a suitable buyer. We may also incur tax liabilities when we sell our assets. If we decide to try to acquire additional assets that would not constitute investment securities, we may not be able to identify and acquire suitable assets. If these steps do not achieve a sufficient reduction in our holdings of investment securities within the prescribed period, we will be forced to liquidate some of our securities holdings and invest the proceeds in U.S. government securities and cash items, with a potential loss.

Because we can rely on the “transient investment company” safe harbour only once during any three years, we may not accept tokens, coins or equity in payment for our services during the period that this safe harbour is not available.

If we become obligated to register our company as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act of 1940 imposing, among other things:

If we were required to register our company as an investment company but failed to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement and a court could appoint a receiver to take control of us and liquidate our business, all of which would have a material adverse effect on us.

Employees

As of April 21, 2025, we have two executive officers, Scott Gallagher, who is our president, and Braden Glasbergen, who is our chief financial officer, secretary, and treasurer and no employees. Our management oversees all responsibilities in the areas of corporate administration, business development, and research. We also employ consultants on an as-needed basis to provide specific expertise in areas of product design and development and other business functions including marketing and accounting. We intend to expand our current management to retain skilled directors, officers, and employees with experience relevant to our business focus.

ITEM 1A. RISK FACTORS

An investment in our common stock involves several very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this annual report in evaluating our company and our business before purchasing our securities. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.

Risks Related to Our Common Stock

Because we can issue additional shares of common stock, our stockholders may experience dilution in the future.

We are authorized to issue up to 400,000,000 shares of common stock, of which 138,036,826 shares of common stock were issued and outstanding as of May 9, 2025. Our board of directors has the authority to cause us to issue additional shares of common stock without the consent of our stockholders. Consequently, stockholders may experience dilution in their ownership of our stock in the future.

If the outstanding stock options or convertible notes are exercised or converted, then we will be required to issue additional shares of our common stock, which will result in the dilution of our stockholders’ ownership of our stock.

Because we do not intend to pay any cash dividends on our common stock shortly, our stockholders will not be able to receive a return on their shares unless they sell them.

We do not anticipate paying any cash dividends on our common stock soon. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors and will depend upon, among other things, our results of operations, cash flows and financial condition, operating and capital requirements, and other factors the board considers relevant. We may never pay any dividends. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

Our stock is a penny stock. Trading of our stock is restricted by the SEC’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined in Rule 15g-9) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets more than $5,000,000 or individuals with a net worth over $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with the current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest and limit the marketability of our common stock.

The Financial Industry Regulatory Authority sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules promulgated by the SEC, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Before recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Cybersecurity and Information Security

Waste Energy recognizes the critical importance of protecting its information assets and maintaining the confidentiality, integrity, and availability of its operational technology (OT) and information technology (IT) systems. As such, the company has implemented a comprehensive cybersecurity program designed to mitigate risks and ensure compliance with applicable laws and regulations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We do not own any property. Our principal offices are located at 3250 Oakland Hills Court, Fairfield, CA 94534. We believe that our office premises are suitable and adequate for our present needs.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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”.

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 May 9, 2025, the 138,036,826 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, 2024:

Recent Sales of Unregistered Securities

Other than as disclosed below, since the beginning of our fiscal year ended December 31, 2024, we have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in a quarterly report on Form 10-Q or a 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. As of December 31, 2024, the Company had not commenced revenue-generating operations in its new line of business.

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

We generated no revenue from continued operations for the year ended December 31, 2024, and 2023.

Operating Expenses

We incurred operating expenses of $1,194,309 and $2,361,048 from continued operations for the years ended December 31, 2024, and 2023, respectively, reflecting a decrease of $1,166,738. These expenses primarily consisted of consulting fees, service costs, professional fees, stock-based compensation, a license fee for the development of waste-energy equipment and minor operating expenses for other various general and administrative expenses. The decrease in operating expenses in 2024 was principally due to a reduction in stock-based compensation and consulting fees, as certain stock options expired or became fully vested in 2024 or in the prior year and management made strategic decisions to reduce certain consulting fees as it sought the most relevant and effective advisory for its new business line. There were no operating expenses from discontinued operations in the year ended December 31, 2024, and $3,526 operating expenses in the year ended December 31, 2023.

Consulting expenses declined from $939,881 in 2023 to $355,408 in 2024, a decrease of $584,472. Professional fees decreased from $222,570 in 2023 to $57,504 in 2024, a reduction of $165,066, primarily due to reduced legal and consulting services related to financing agreements. Project costs totaled $439,648 in 2023 but were nil in 2024, reflecting a $439,648 decrease, as no new projects were undertaken during the year.

Net Loss from Operations

We incurred net losses from operations of $1,194,310 and $2,361,048 for the years ended December 31, 2024, and 2023, respectively, representing a decrease of $1,166,738. This improvement is primarily attributable to the reductions in operating expenses discussed above under the heading “Operating Expenses.”

Other Income (Expense)

Other income in 2024 includes a $40,035 gain for debt forgiveness, due to a vendor balance adjustment granted in 2024. Other expenses include interest expense and penalty charges for notes payable in the amount of $130,682 in 2024, compared to $73,473 in 2023, an increase of $57,209, and $673 for the impairment of an equity investment. Other expenses also included a $40,941 loss for the change in value of the derivative liability, which had no value reported in 2023. This change was principally due to new convertible notes issued in 2024. During 2023 there was a loss of $3,200,992 from the indirect write-off of notes receivables (principal and interest). In 2024 any interest income earned on notes receivable was offset by the loss incurred for potential non-collections, resulting in no amount reported as income or loss for additional interest earned on these notes receivable.

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 2024, incurred other expenses in the amount of $1,554,250 for the impairment of software.

During 2023 net loss from discontinued operations was $28,092. From the operations of our discontinued subsidiary EnderbyWorks LLC we generated revenues of $80,000 in residual income from a movie rights sale executed in 2022 and $3,207 from NFT sales. From our discontinued operation segments in CurrencyWorks, LLC (“CW”) for the year ended December 31, 2023, we generated revenues of $331,968, which was comprised of $1,968 from NFT sales and $330,000 from digital platform consulting services. Operating expenses incurred were project service costs of $439,648 and other minor operating expenses.

CW is not an entity we plan to dissolve, and we intend to conduct our new line of business using this entity.

Net and Comprehensive Loss

Net loss attributable to Waste Energy was $2,880,147 and $5,650,103 for the years ended December 31, 2024, and 2023, respectively, representing a decrease of $2,769,956. This reduction is primarily attributable to the factors discussed above under the headings “Operating Expenses” and “Other Income (Expense).

Liquidity and Capital Resources

Working Capital

Current Assets

Current assets of $35,682 as of December 31, 2024, and $127,884 as of December 31, 2023.

Current assets on December 31, 2024, were comprised of only cash and cash equivalents of $682 and accounts receivable, net of $35,000.

Current assets on December 31, 2023, were comprised of $3,076 in cash and cash equivalents, $9,696 in prepaid expenses, and $115,112 accounts receivable, net.

Current Liabilities

Current liabilities on December 31, 2024, amounted to $3,206,371 and $2,580,767 on December 31, 2023.

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.

On December 31, 2023, current liabilities were comprised of accounts payable and accrued expenses of $1,352,570 (related and unrelated parties), notes payable, net $271,247, convertible notes payable $879,250 and deferred revenue of $77,700.

Cash Flow

Our cash flows for the years ended December 31, 2024 and December 31, 2023 are as follows:

Operating Activities

Net cash used in operating activities from continued operations was $385,251 for the year ended December 31, 2024, as compared to $994,955 for the year ended December 31, 2023, resulting in an decrease of $608,325 in net cash used. The decrease in net cash used in continuing operating activities was primarily due to greater operating expenses and a significantly higher net loss in 2023.

There was no net cash used or provided by discontinued operations for the year ended December 31, 2024, as compared to net cash used in discontinued operating activities of 28,092 for the year ended December 31, 2023, resulting in a decrease of $28,092 in cash used in discontinued operations, compared to the previous year. The decrease in net cash used in discontinued operating activities was primarily due to the inoperative status of the discontinued entities and segments.

Financing Activities

Financing activities provided cash of $382,856 for the year ended December 31, 2024, and $991,182 for the year ended December 31, 2023, a decrease of $608,326. The change was principally due to a decrease in cash proceeds from share issuances.

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.

Going Concern

Our 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, 2024 and 2023, the Company incurred losses of $2,880,147 and $5,664,278, respectively. On December 31, 2024 and 2023, the Company has an accumulated deficit of $49,958,417 and $47,078,270, negative working capital of $3,170,689, and $2,452,883,and cash balances were $682 and $3,076, respectively. Our ability to operate as a going concern depends on obtaining capital to fund operations until the Company can generate profits.

In its report on our financial statements for the years ended December 31, 2024 and 2023, our independent registered public accounting firm included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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.

FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Waste Energy Corp. (formerly known as MetaWorks Platforms Inc.)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Waste Energy Corp. (“the Company”, “WEC”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

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’s losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described 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 audit 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 audit, 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 Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were 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 judgements. 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Complex judgements – Impairment of Software

Description of the Matter:

As discussed in Note 8, the valuation of the software acquired in 2023 for $1,554,250 is subject to impairment considerations in each reporting period. The software was never placed in service. In 2024, the Company fully impaired the software due to a shift in business focus, which affected its projected future economic benefits and incurred a loss on impairment of software in the other income section of the statements of operations.

How We Addressed the Matter in Our Audit:

We inquired of management regarding the reasons for the impairment of the software, including the nature of the Company’s previous and current lines of business, the intended use of the software to generate future economic benefits, and the factors that led management to conclude the software was no longer expected to be placed into service. We also obtained and reviewed supporting documentation related to the original acquisition and intended deployment of the software. Additionally, we performed independent research on the software provider to assess whether it was a recognized provider of such software solutions.

Subjective judgements – Discontinued Operations Reporting

Description of the Matter:

As discussed in Notes 4 the Company had 2 subsidiaries that were discontinued due to a strategic shift in its operations to a new line of business and a subsidiary that is not discontinued but has discontinued operating components. Discontinued operations reporting is complex, involves judgements, and estimations.

How We Addressed the Matter in Our Audit:

We addressed this matter by evaluating the consistency of management’s verbal and written representations regarding the identification and classification of discontinued operations. We obtained and reviewed supporting documentation, including board minutes, strategic plans, and financial analyses, to assess management’s determination of the subsidiaries to be discontinued. We also assessed the accuracy and completeness of the amounts segregated for discontinued operations reporting by testing selected transactions and account balances, and by evaluating whether the presentation and disclosure of discontinued operations in the financial statements were in accordance with the applicable financial reporting framework.

/S/ INTEGRITAT CPA (PCAOB ID 6624)

We have served as the Company’s auditor since 2022.

Boca Raton, Florida

May 9, 2025

Waste Energy Corp.

Consolidated Balance Sheets

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

Waste Energy Corp

Consolidated Statements of Operations

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

Waste Energy Corp.

Consolidated Statements of Cash Flows

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

Waste Energy Corp.

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

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

Waste Energy Corp

Notes to Consolidated Financial Statements

December 31, 2024 and 2023