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WAST:Segment
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2026
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from __________ to ____________
Commission
file number 000-55049
WASTE
ENERGY CORP.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
27-3098487 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
3250
Oakland Hills Court, Fairfield, CA 94534
(Address
of principal executive offices) (Zip Code)
424.570.9446
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Nil |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| Emerging
growth company ☐ |
|
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of
August 14, 2026, 192,326,122
shares of common stock issued and outstanding.
TABLE
OF CONTENTS
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS.
Our
unaudited condensed interim consolidated financial statements are stated in United States dollars and are prepared in accordance with
United States generally accepted accounting principles.
It
is the opinion of management that the unaudited condensed interim consolidated financial statements for the three and six months ended
June 30, 2026 include all adjustments necessary in order to ensure that the unaudited condensed interim consolidated financial statements
are not misleading.
Waste
Energy Corp.
Condensed
Consolidated Balance Sheets
| | |
June 30, 2026
(unaudited) | | |
December 31, 2025 | |
| Assets | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 26,422 | | |
$ | 68,244 | |
| Accounts receivable, net | |
| 17,500 | | |
| 7,500 | |
| Prepaid expenses | |
| 12,000 | | |
| 12,000 | |
| Security deposit | |
| 12,000 | | |
| 12,000 | |
| Total Current Assets | |
| 67,922 | | |
| 99,744 | |
| Long-Term Assets | |
| | | |
| | |
| Right-of-use asset | |
| 219,132 | | |
| 272,797 | |
| Property, plant and equipment / Capital investment | |
| 764,326 | | |
| 653,250 | |
| Total Long-Term Assets | |
| 983,458 | | |
| 926,047 | |
| Total Assets | |
$ | 1,051,380 | | |
$ | 1,025,791 | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 709,279 | | |
$ | 646,597 | |
| Accounts payable and accrued expenses, related party | |
| 851,170 | | |
| 851,170 | |
| Accounts payable and accrued expenses | |
| 851,170 | | |
| 851,170 | |
| Deferred revenue | |
| 37,500 | | |
| 83,333 | |
| Deposits payable | |
| 77,700 | | |
| 77,700 | |
| Lease liability | |
| 139,500 | | |
| 135,000 | |
| Notes payable – in default | |
| 117,000 | | |
| 117,000 | |
| Derivatives liability | |
| 2,045,395 | | |
| 1,828,934 | |
| Convertible notes payable – other | |
| 1,084,179 | | |
| 857,353 | |
| Total Current Liabilities | |
| 5,061,723 | | |
| 4,597,087 | |
| Non-current Liabilities | |
| | | |
| | |
| Lease liabilities | |
| 122,075 | | |
| 170,878 | |
| Total Non-current Liabilities | |
| 122,075 | | |
| 170,878 | |
| Total Liabilities | |
| 5,183,798 | | |
| 4,767,965 | |
| Commitments and Contingencies | |
| - | | |
| - | |
| Stockholders’ Equity (Deficit) | |
| | | |
| | |
| Common stock, $0.001 par value, 400,000,000 shares authorized; 149,220,840 and 138,036,826 shares issued and outstanding as at June 30, 2026 and December 31, 2025, respectively | |
| 149,221 | | |
| 138,037 | |
| Additional paid-in-capital | |
| 47,132,761 | | |
| 46,943,795 | |
| Stock subscriptions payable | |
| 372,476 | | |
| 372,476 | |
| Accumulated deficit | |
| (51,625,618 | ) | |
| (51,035,224 | ) |
| Total Waste Energy Stockholders’ Equity (Deficit) | |
| (3,971,160 | ) | |
| (3,580,916 | ) |
| Non-controlling interest | |
| (161,258 | ) | |
| (161,258 | ) |
| Total Stockholders’ Equity (Deficit) | |
| (4,132,418 | ) | |
| (3,742,174 | ) |
| Total Liabilities and Stockholders’ Equity | |
$ | 1,051,380 | | |
$ | 1,025,791 | |
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
Waste
Energy Corp.
Condensed
Consolidated Statement of Operations (Unaudited)
| | |
Three months
ended June 30,
2026 | | |
Three months
ended June 30,
2025 | | |
Six months
ended June 30,
2026 | | |
Six months
ended June 30,
2025 | |
| Revenues | |
| | | |
| | | |
| | | |
| | |
| Consulting services | |
$ | 12,500 | | |
$ | 125,000 | | |
$ | 95,833 | | |
$ | 166,667 | |
| Recyclable material intake | |
| 10,000 | | |
| - | | |
| 10,000 | | |
| - | |
| Total revenues | |
| 22,500 | | |
| 125,000 | | |
| 105,833 | | |
| 166,667 | |
| Cost of goods sold | |
| - | | |
| - | | |
| 30,000 | | |
| - | |
| Gross margin | |
| 22,500 | | |
| 125,000 | | |
| 75,833 | | |
| 166,667 | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| General and administrative expenses | |
| 60,473 | | |
| 82,252 | | |
| 426,312 | | |
| 129,111 | |
| Service costs | |
| - | | |
| - | | |
| - | | |
| - | |
| Total operating expenses | |
| 60,473 | | |
| 82,252 | | |
| 426,312 | | |
| 129,111 | |
| Net income (loss) from operations | |
| (37,973 | ) | |
| 42,748 | | |
| (350,479 | ) | |
| 37,556 | |
| Other income (expense) | |
| | | |
| | | |
| | | |
| | |
| Interest expense and charges - note payable | |
| (265,535 | ) | |
| (21,199 | ) | |
| (739,453 | ) | |
| (39,076 | ) |
| Change in fair value of derivative liability | |
| 2,019,659 | | |
| (1,560,506 | ) | |
| 453,592 | | |
| (1,560,506 | ) |
| Gain (loss) on new derivatives | |
| (466,647 | ) | |
| - | | |
| (466,647 | ) | |
| - | |
| Gain (loss) on settled derivatives | |
| 597,259 | | |
| - | | |
| 512,593 | | |
| - | |
| Net other income (loss) | |
| 1,884,736 | | |
| (1,581,705 | ) | |
| (239,915 | ) | |
| (1,599,582 | ) |
| Provision for taxes | |
| - | | |
| - | | |
| - | | |
| - | |
| Net income (loss) | |
$ | 1,846,763 | | |
$ | (1,538,957 | ) | |
$ | (590,394 | ) | |
$ | (1,562,024 | ) |
| Net profit (loss) from non-controlling interest | |
| - | | |
| - | | |
| - | | |
| - | |
| Net income (loss) attributable to Waste Energy | |
$ | 1,846,763 | | |
$ | (1,538,957 | ) | |
$ | (590,394 | ) | |
$ | (1,562,024 | ) |
| Income (loss) per common share – Basic and diluted | |
$ | 0.01 | | |
$ | (0.01 | ) | |
$ | (0.00 | ) | |
$ | (0.01 | ) |
| Weighted average number of common shares outstanding, basic | |
| 160,510,600 | | |
| 138,036,826 | | |
| 156,023,936 | | |
| 136,130,129 | |
| Weighted average number of common shares outstanding, diluted | |
| 254,541,716 | | |
| 138,036,826 | | |
| 156,023,936 | | |
| 136,130,129 | |
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
Waste
Energy Corp.
Condensed
Consolidated Statements of Cash Flows (Unaudited)
| | |
Six Months Ended
June 30, 2026 | | |
Six Months Ended
June 30, 2025 | |
| Operating activities | |
| | | |
| | |
| Net income (loss) for the period | |
$ | (590,394 | ) | |
$ | (1,562,024 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | |
| Stock-based compensation | |
| 19,449 | | |
| 39,794 | |
| Stock-based compensation and forfeitures, related party | |
| 1,407 | | |
| - | |
| Change in fair value of derivative liability | |
| (453,592 | ) | |
| 1,560,506 | |
| Gain on new derivatives | |
| 466,647 | | |
| - | |
| Loss on settled derivatives | |
| (512,593 | ) | |
| - | |
| Non-cash interest | |
| 704,049 | | |
| 12,673 | |
| Changes in operating assets and liabilities | |
| | | |
| | |
| Accounts receivable | |
| (10,000 | ) | |
| | |
| Accounts payable and accrued expenses | |
| 25,692 | | |
| 18,843 | |
| Accrued interest on convertible notes payable | |
| - | | |
| 18,952 | |
| Accounts payable and accrued expenses, related party | |
| - | | |
| (160,769 | ) |
| Lease liability | |
| 9,362 | | |
| - | |
| Deferred revenue | |
| (45,833 | ) | |
| 333,333 | |
| Net cash from (used in) operating activities | |
| (385,806 | ) | |
| 261,307 | |
| Investing activities | |
| | | |
| | |
| Capital advance | |
$ | (111,076 | ) | |
$ | (468,048 | ) |
| Net cash used in investing activities | |
| (111,076 | ) | |
| (468,048 | ) |
| Financing activities | |
| | | |
| | |
| Proceeds from the stock to be issued | |
| - | | |
| 150,000 | |
| Proceeds from issuance of convertible note | |
| 716,000 | | |
| 225,000 | |
| Payments made on nots payable and convertible note | |
| (260,940 | ) | |
| (78,022 | ) |
| Net cash provided by financing activities | |
| 455,060 | | |
| 296,978 | |
| Net changes in cash and equivalents | |
| (41,822 | ) | |
| 90,237 | |
| Cash and equivalents at beginning of the period | |
| 68,244 | | |
| 682 | |
| Cash and equivalents at end of the period | |
$ | 26,422 | | |
$ | 90,919 | |
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
Waste
Energy Corp.
Condensed
Consolidated Statements of Cash Flows (Unaudited) (cont’d)
SUPPLEMENTAL
CASH FLOW INFORMATION
| | |
Six Months Ended
June 30, 2026 | | |
Six Months Ended
June 30, 2025 | |
| Cash paid in interest | |
$ | 19,124 | | |
$ | 11,466 | |
| Cash paid for income taxes | |
$ | - | | |
$ | - | |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | |
| Derivative liability discount | |
$ | 716,000 | | |
$ | 189,000 | |
| Full conversion of convertible note payable to common stock of WEC - $96k loan, $43,200 converted | |
$ | - | | |
$ | 43,200 | |
| Conversion of convertible notes payable to common stock of WEC - $123,050 loan | |
$ | 27,563 | | |
$ | - | |
| Conversion of convertible note payable to common stock of WEC - $95,120 loan maturity date | |
$ | 26,872 | | |
$ | - | |
| Conversion of convertible note payable to common stock of WEC - $95,120 loan | |
$ | 32,000 | | |
$ | - | |
| Partial conversion of convertible note payable to common stock of WEC - $150,000 loan | |
$ | 92,859 | | |
$ | - | |
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
Waste
Energy Corp.
Condensed
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)
| | |
Common
Stock
Number of
Shares (#) | | |
Common
Stock
Dollar
Amount
($) | | |
Additional
Paid-in
Capital ($) | | |
Stock
Subscriptions
Payable ($) | | |
Accumulated
Deficit ($) | | |
Non-
Controlling
Interest ($) | | |
Total
Shareholders’
Equity
(Deficit) ($) | |
| Balance, December 31, 2024 | |
| 128,064,469 | | |
| 128,065 | | |
| 46,820,921 | | |
| - | | |
| (49,958,417 | ) | |
| (161,258 | ) | |
| (3,170,689 | ) |
| Stock based compensation | |
| - | | |
| - | | |
| 24,378 | | |
| - | | |
| - | | |
| - | | |
| 24,378 | |
| Share issuance on conversion of note payable | |
| 9,972,357 | | |
| 9,972 | | |
| 33,228 | | |
| - | | |
| - | | |
| - | | |
| 43,200 | |
| Private placement for cash - to be issued | |
| - | | |
| - | | |
| - | | |
| 50,000 | | |
| - | | |
| - | | |
| 50,000 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (23,068 | ) | |
| - | | |
| (23,068 | ) |
| Balance, March 31, 2025 | |
| 138,036,826 | | |
| 138,037 | | |
| 46,878,527 | | |
| 50,000 | | |
| (49,981,485 | ) | |
| (161,258 | ) | |
| (3,076,179 | ) |
| Stock based compensation | |
| - | | |
| - | | |
| 15,416 | | |
| - | | |
| - | | |
| - | | |
| 15,416 | |
| Private placement for cash - to be issued | |
| - | | |
| - | | |
| - | | |
| 100,000 | | |
| - | | |
| - | | |
| 100,000 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,538,957 | ) | |
| - | | |
| (1,538,957 | ) |
| Balance, June 30, 2025 | |
| 138,036,826 | | |
| 138,037 | | |
| 46,893,943 | | |
| 150,000 | | |
| (51,520,441 | ) | |
| (161,258 | ) | |
| (4,499,720 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, December 31, 2025 | |
| 138,036,826 | | |
| 138,037 | | |
| 46,943,795 | | |
| 372,476 | | |
| (51,035,224 | ) | |
| (161,258 | ) | |
| (3,742,174 | ) |
| Balance | |
| 138,036,826 | | |
| 138,037 | | |
| 46,943,795 | | |
| 372,476 | | |
| (51,035,224 | ) | |
| (161,258 | ) | |
| (3,742,174 | ) |
| Stock based compensation | |
| - | | |
| - | | |
| 11,708 | | |
| - | | |
| - | | |
| - | | |
| 11,708 | |
| Stock-based compensation, related party | |
| - | | |
| - | | |
| 1,056 | | |
| - | | |
| - | | |
| - | | |
| 1,056 | |
| Share issuance on conversion of convertible loan | |
| 11,184,014 | | |
| 11,184 | | |
| 168,110 | | |
| - | | |
| - | | |
| - | | |
| 179,294 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,437,157 | ) | |
| - | | |
| (2,437,157 | ) |
| Balance, March 31, 2026 | |
| 149,220,840 | | |
| 149,221 | | |
| 47,124,669 | | |
| 372,476 | | |
| (53,472,381 | ) | |
| (161,258 | ) | |
| (5,987,273 | ) |
| Stock based compensation | |
| - | | |
| - | | |
| 7,741 | | |
| - | | |
| - | | |
| - | | |
| 7,741 | |
| Stock-based compensation, related party | |
| - | | |
| - | | |
| 351 | | |
| - | | |
| - | | |
| - | | |
| 351 | |
| Net income for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,846,763 | | |
| - | | |
| 1,846,763 | |
| Net income /(loss) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,846,763 | | |
| - | | |
| 1,846,763 | |
| Balance, June 30, 2026 | |
| 149,220,840 | | |
| 149,221 | | |
| 47,132,761 | | |
| 372,476 | | |
| (51,625,618 | ) | |
| (161,258 | ) | |
| (4,132,418 | ) |
| Balance | |
| 149,220,840 | | |
| 149,221 | | |
| 47,132,761 | | |
| 372,476 | | |
| (51,625,618 | ) | |
| (161,258 | ) | |
| (4,132,418 | ) |
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
Waste
Energy Corp.
Notes
to Unaudited Condensed Interim Consolidated Financial Statements
As
at and for the three and six months ended June 30, 2026 and 2025
1.
NATURE AND CONTINUANCE OF OPERATIONS
Waste
Energy Corp. (the “Company”) was incorporated under the laws of the State of Nevada on July 20, 2010, under its previous
name Redstone Literary Agents, Inc., with an authorized capital of 400,000,000 common shares, having a par value of $0.001 per share.
During the period ended December 31, 2010, the Company commenced operations by issuing shares and developing its publishing service business,
focused on representing authors to publishers.
On
August 1, 2017 the Company incorporated a Nevada subsidiary, AppCoin Innovations (USA) Inc., which was formed to provide blockchain consulting
services.
On
February 14, 2018, we effected a name change for our subsidiary from “AppCoin Innovations (USA) Inc.” to “ICOx USA,
Inc.”
On
November 28, 2018, we incorporated a new Delaware subsidiary, Cathio, Inc, to provide blockchain technology opportunities to the Catholic
community. Cathio was dissolved on October 20, 2020.
On
November 28, 2018, we incorporated a new Delaware subsidiary, GN Innovations, Inc. to provide blockchain technology opportunities to
the sports and entertainment industry by working with large and well-established brands.
Effective
December 5, 2018, we effected a name change for our subsidiary from “GN Innovations, Inc.” to “GNI, Inc.” Effective
February 6, 2019, we effected a name change for our subsidiary from “GN1, Inc.” to “sBetOne, Inc.”. On August
12, 2021, the Company’s subsidiary sBetOne, Inc. (“sBetOne”) entered into a business combination with a related party,
VON Acquisition Inc. (“VON”), whereby sBetOne became a wholly owned subsidiary of VON.
On
September 3, 2019, the Company changed its name from “ICOx Innovations Inc.” to “CurrencyWorks Inc.” and ICOx
USA Inc. a subsidiary of the Company changed its name to “CurrencyWorks USA Inc.”.
On
June 22, 2021, we incorporated a new Delaware subsidiary, Motoclub LLC, to create a marketplace for digital automotive collectibles.
During 2024 operations ceased due to Management’s decisions to pursue a new line of business in renewable waste energy.
On
June 22, 2021, we incorporated a new Delaware subsidiary, EnderbyWorks, LLC, (“EnderbyWorks”) to create a direct-to-consumer,
feature-length film viewing and distribution platform delivering feature-length films and digital collectible entertainment content as
NFTs. During 2024 operations ceased due to Management’s decisions to pursue a new line of business in renewable waste energy. There
may be rights to residual collections from a past movie distribution rights contract that may be transferred to a functioning entity
at a future date.
On
August 24, 2022, the Company changed its name from CurrencyWorks Inc. to MetaWorks Platforms, Inc (“MWRKS”).
On
May 13, 2024, we incorporated a new Florida subsidiary, Energy Works, Inc., (“EnergyWorks”), which was formed to support
the Company’s waste-to-energy business and related operations.
On
September 6, 2024, the Company changed its name from MetaWorks Platforms, Inc. to Waste Energy Corp.
Going
Concern
The
accompanying condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of business. On a consolidated basis, the Company has
incurred significant operating losses since its inception. For the six months ended June 30, 2026 and 2025, the Company incurred losses
of $590,394 and $1,562,024, respectively. On June 30, 2026 and December 31, 2025, the Company has an accumulated deficit of $51,625,618
and $51,035,224, negative working capital of $4,993,801 and $4,497,343, respectively, and cash balances of $26,422 and $68,244, respectively.
Further losses are anticipated as the Company pursues business opportunities, raising substantial doubt about the Company’s ability
to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profits, adequate
cash flows and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations
when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from
third parties, related party debt and proceeds from the issuance of stock. There are no assurances that the Company will be able to secure
funding on terms that are acceptable to the Company or at all.
The
financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications
of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed interim consolidated financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America (“US GAAP”) as found in the Accounting Standards Codification (“ASC”),
and the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and are expressed
in US Dollars. The unaudited condensed interim consolidated financial statements should be read in conjunction with the notes contained
herein as part of the Company’s Quarterly Report in its Form 10-Q filing under the Securities Exchange Commission, and with the
audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2025.
Reclassification
Certain
reclassifications have been made to prior periods to conform with current reporting. These reclassifications did not affect net income,
total assets, liabilities or equity reported.
Basis
of Consolidation
The
consolidated statements include the accounts of the Company and its subsidiaries. CurrencyWorks USA Inc. (“CW”) (formerly
ICOx USA, Inc.), Energy Works Inc. (“EWI”) and Enderby Works LLC (“EW”) are wholly owned subsidiaries. EW became
a wholly owned subsidiary in 2023, see Note 6 Notes Receivable. MotoClub (“MB”) is a majority-owned subsidiary, 80% held
by (“WEC”). All intercompany transactions and balances have been eliminated.
Discontinued
Operations
The
Company accounts for discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued
Operations. The disposal of a component or group of components is classified as a discontinued operation if the disposal represents a
strategic shift that has, or will have, a major effect on the Company’s operations and financial results. This includes the sale,
abandonment, or other disposal of legal entities, business segments, or significant components.
Upon
meeting the criteria for discontinued operations, the results of operations, including any gain or loss on disposal, are presented separately
in the consolidated statements of operations for all periods presented.
Segment
Reporting
The
Company uses the “management approach” to identify its reportable segments. Under this approach, the Company has
determined that it operates through two reportable segments: the Holding Segment (corporate functions, finance, legal, human
resources, executive management, and parent-level financing activities); the Renewable Energy Consulting Segment (advisory and
implementation services related to clean energy solutions); the Recyclable Material Intake Segment (collection and processing of
recyclable materials, including waste tires); and Discontinued Operations (operations that no longer meet the criteria for
continuing operations).
Segmented
Information – Statements of Operations
SCHEDULE OF SEGMENT INFORMATION
| Six months ended June 30, 2026 | |
Holding
Segment | | |
Waste Conversion
Segment | | |
Total | |
| Revenue and other income: | |
| | | |
| | | |
| | |
| Revenue | |
$ | - | | |
$ | 105,833 | | |
$ | 105,833 | |
| Cost of sales | |
| - | | |
| 30,000 | | |
| 30,000 | |
| Revenue and other income | |
| - | | |
| 75,833 | | |
| 75,833 | |
| Expenses | |
| | | |
| | | |
| | |
| Advertising & marketing | |
| 43,659 | | |
| - | | |
| 43,659 | |
| Consulting fees | |
| 186,342 | | |
| - | | |
| 186,342 | |
| Professional fees | |
| 57,014 | | |
| - | | |
| 57,014 | |
| Other general and administrative expenses | |
| 139,297 | | |
| - | | |
| 139,297 | |
| Change in derivative liability | |
| (499,538 | ) | |
| - | | |
| (499,538 | ) |
| Interest expense and charges - note payable | |
| 739,453 | | |
| - | | |
| 739,453 | |
| Net income (loss) before income taxes | |
$ | (666,227 | ) | |
$ | 75,833 | | |
$ | (590,394 | ) |
| Six months ended June 30, 2025 | |
Holding
Segment | | |
Waste
Conversion
Segment | | |
Total | |
| Revenue and other income: | |
| | | |
| | | |
| | |
| Revenue | |
$ | - | | |
$ | 166,667 | | |
$ | 166,667 | |
| Cost of sales | |
| - | | |
| - | | |
| - | |
| Revenue and other income | |
| - | | |
| 166,667 | | |
| 166,667 | |
| Expenses | |
| | | |
| | | |
| | |
| Stock based compensation (related and non-related party) | |
| 39,794 | | |
| - | | |
| 39,794 | |
| Professional fees | |
| 25,878 | | |
| - | | |
| 25,878 | |
| Other general and administrative expenses | |
| 63,439 | | |
| - | | |
| 63,439 | |
| Change in derivative liability | |
| 1,560,506 | | |
| - | | |
| 1,560,506 | |
| Interest expense and charges - note payable | |
| 39,076 | | |
| - | | |
| 39,076 | |
| Net income (loss) before income taxes | |
$ | (1,728,693 | ) | |
$ | 166,667 | | |
$ | (1,562,024 | ) |
Use
of Estimates
The
preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates
and these differences could be material.
Cash
and Cash Equivalents
Cash
and cash equivalents include short-term, highly liquid investments, such as cash on account with commercial banks, certificates of deposit
or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All
cash balances are held by major banking institutions.
Contingent
Liabilities
The
Company accounts for its contingent liabilities in accordance with ASC No. 450 “Contingencies”. A provision is recorded when
it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
With
respect to legal matters, provisions are reviewed and financial information is adjusted to reflect the impact of negotiations, estimated
settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The Company is
party to a lawsuit see note 10.
Income
Taxes
The
Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are
recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective
income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
FASB
Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income
taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when
it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation
processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold
to be recognized. 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 2026 transactions and events, the Company does not believe it has any material uncertain tax positions
that require measurement.
The
IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have
taxable income. The Company incurred a loss for the fiscal years ended December 31, 2025, and 2024 and has not filed tax returns for
either year. The Company has not received any notifications from the IRS. Reported tax benefits and valuation allowances are the Company’s
best estimate of its tax positions and have not been reviewed by the taxing authority.
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 June 30,
2026 and December 31, 2025. Management individually reviews accounts receivable balances and based on an assessment of current creditworthiness,
estimates the portion, if any, of the balance that may not be collected and would directly write off these balances.
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. Management reviews the adequacy of the allowance at each reporting period and updates estimates as appropriate.
Changes in estimates are recorded in the income statement as a component of credit loss expense.
Earnings
per Share
The
Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” which requires
presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss)
available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to
all dilutive potential common shares outstanding during the period. Diluted EPS excludes all dilutive potential shares if their effect
is anti-dilutive.
On
June 30, 2026 the Company had convertible debt outstanding convertible to 99,074,301 shares of common stock, warrants exercisable to 7,437,500
shares of common stock and stock options exercisable to 32,129,998
shares of common stock. On December 31, 2025 the Company had convertible debt outstanding, warrants exercisable to 7,437,500
shares of common stock and stock options exercisable to 32,129,998
shares of common stock. For both periods the effect of exercisable options and warrants is anti-dilutive and they have been excluded
from dilutive EPS.
Stock-Based
Compensation
The
Company has adopted FASB guidance on stock-based compensation. Under ASC 718-10-30-2 Stock Compensation, all share-based payments to
employees, including grants of employee stock options, are to be recognized in the consolidated statements of operations based on their
fair values. The fair value of the options is calculated using the Black Scholes valuation model (Note 15). Forfeitures of options are
recognized as they occur.
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. 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.
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 June 30, 2026 and December 31, 2025, the Company did not have any level 1 or 2 financial instruments.
As at June 30, 2026 and December 31, 2025, the Company’s level 3 financial instruments were derivative liabilities for warrants
issued and outstanding that were not indexed to the Company’s stock, notes payable and notes receivable valued at their present
values and equity investments in other entities.
The
following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis at June
30, 2026.
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE NON RECURRING
| | |
Quoted Prices in
Active Markets
for Identical
Assets (Level 1) | | |
Significant Other
Observable Inputs
(Level 2) | | |
Significant
Unobservable
Inputs (Level 3) | |
| Liabilities | |
| | | |
| | | |
| | |
| Notes payable | |
| - | | |
| - | | |
$ | 117,000 | |
| Derivative liability | |
| - | | |
| - | | |
$ | 2,045,395 | |
| Convertible note payable | |
| - | | |
| - | | |
$ | 1,084,179 | |
The
following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis at December
31, 2025.
| | |
Quoted Prices in
Active Markets
for Identical
Assets (Level 1) | | |
Significant Other
Observable Inputs
(Level 2) | | |
Significant
Unobservable
Inputs (Level 3) | |
| Liabilities | |
| | | |
| | | |
| | |
| Notes payable | |
| - | | |
| - | | |
$ | 117,000 | |
| Derivatives liability | |
| - | | |
| - | | |
$ | 1,828,934 | |
| Convertible note payable | |
| - | | |
| - | | |
$ | 857,353 | |
Derivative
Liabilities – Conversion Features
The
Company evaluates whether embedded conversion features in its financial instruments meet the criteria for separate accounting under ASC
815, “Derivatives and Hedging.” If the conversion feature is not clearly and closely related to the host debt instrument
and does not meet the scope exception for equity classification, it is bifurcated and accounted for as a derivative liability, remeasured
to fair value each period using the Black-Scholes or binomial option pricing models.
Revenue
Recognition
The
Company recognizes revenue under ASC 606, Revenue from Contracts with Customers, applying the standard five-step model to consulting
services, recyclable material intake, and (for discontinued operations only) prior movie distribution and NFT revenue streams.
Consulting
Services
Revenue
from Renewable Energy Consulting services is derived from advisory and implementation services related to clean energy solutions. Revenue
is recognized in accordance with ASC 606, Revenue from Contracts with Customers, when a service is performed for the customer, services
may occur over time or under a services contract or for a specific event as stipulated in client contracts. Contract terms typically
provide for billing upon completion of defined milestones or within standard payment cycles.
Movie
Distribution Revenue
Movie
distribution revenue is derived from the use of the Company’s intangible assets. Revenues earned to date are from nonrefundable
minimum guaranteed payments recognized on the date distribution rights were granted to the purchaser and royalty revenues when certain
cost recuperation thresholds and other contractual conditions are met. 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 six months ended June 30, 2026.
Below is a table of revenue by type:
SCHEDULE OF DISAGGREGATED REVENUE DISCLOSURE
| Revenue Type | |
June 30, 2026 | | |
June 30, 2025 | |
| Renewable consulting revenue | |
$ | 95,833 | | |
$ | 166,667 | |
| Recyclable Material intake revenue | |
| 10,000 | | |
| - | |
| Revenue | |
$ | 105,833 | | |
$ | 166,667 | |
Operating
Leases
The
Company accounts for leases in accordance with ASC 842, Leases. At the commencement of a lease, the Company determines whether the arrangement
is a finance or operating lease. Operating lease right-of-use (“ROU”) assets and related lease liabilities are recognized
based on the present value of lease payments over the lease term at the commencement date. The Company uses its incremental borrowing
rate to determine the present value of future lease payments when the implicit rate in the lease is not readily determinable. ROU assets
include any prepaid lease payments and are reduced by lease incentives received. Lease expense for operating leases is recognized on
a straight-line basis over the lease term. Short-term leases (terms of twelve months or less) are not recorded on the balance sheet,
and payments are recognized as expense when incurred.
Recent
Accounting Pronouncements
Environmental
Credits (Proposed Topic 818) - New guidance on how to account for environmental credits like carbon offsets and renewable energy certificates.
Focus on consistent recognition, measurement, and disclosure.
Disaggregation
of Income Statement Expenses (ASU 2024-03) - Companies must break out major expense categories (e.g., labor, depreciation) in the notes
to financial statements. Aimed at improving transparency. Effective for annual periods after Dec 15, 2026 (early adoption allowed).
Income
Tax Disclosure Improvements (ASU 2023-09) - Requires clearer details on income taxes paid (by federal, state, and foreign) and better
breakdowns of rate reconciliations. Helps investors better understand a company’s tax situation.
3.
CONCENTRATION AND CREDIT RISK
Financial
instruments which potentially subject the Company to credit risk consist of cash. Cash is maintained with a major financial institution
in the USA that is creditworthy. The Company maintains cash in bank accounts insured up to $250,000 by the Federal Deposit Insurance
Corporation (“FDIC”). On June 30, 2026 and on December 31, 2025, no cash balances were in excess of federally insured limits.
During
the six months ended June 30, 2026, total consulting revenue was generated from two customers and amounted to $105,833. During the six
months ended June 30, 2025, one customer made up 10% or more of total revenue; their balance amounted to $166,667 from consulting services.
4.
ACCOUNTS RECEIVABLE
As
of June 30, 2026 and December 31, 2025, the Company had accounts receivables of $17,500 and $7,500, respectively. Receivables consist
of revenues generated through recyclable material intake and consulting revenue.
SCHEDULE
OF ACCOUNTS RECEIVABLE
| Accounts Receivable | |
June 30, 2026 | | |
December 31, 2025 | |
| Accounts receivable beginning balance | |
$ | 7,500 | | |
$ | 35,000 | |
| Billings | |
| 60,000 | | |
| 7,500 | |
| Allowance for uncollectable debt | |
| - | | |
| (35,000 | ) |
| Collections | |
| (50,000 | ) | |
| - | |
| Accounts receivable ending balance | |
$ | 17,500 | | |
$ | 7,500 | |
5.
CAPITAL ADVANCE / PROPERTY, PLANT AND EQUIPMENT
During
the six months ended June 30, 2026, the remaining equipment components cleared U.S. Customs and were delivered to the Company’s
Midland facility. Upon delivery and transfer of custody to the Company, the related capital advances were reclassified to property, plant
and equipment. As of June 30, 2026, had not yet been placed in service. Depreciation will commence in accordance with the Company’s
fixed-asset depreciation policy when the equipment is installed and available for its intended use.
6.
NOTES RECEIVABLE – RELATED PARTY
SCHEDULE OF NOTES RECEIVABLE
| | |
June 30, 2026 | | |
December 31, 2025 | |
| Notes receivable - Enderby – current portion | |
$ | 2,426,286 | | |
$ | 2,426,286 | |
| Allowance for doubtful accounts, Enderby | |
| (2,426,286 | ) | |
| (2,426,286 | ) |
| Notes receivable, Enderby – net | |
$ | - | | |
$ | - | |
On
August 20, 2021, the Company loaned $850,000 to Fogdog pursuant to convertible promissory note. The note bears interest at a rate of
10% per annum. On August 20, 2022 the note was amended making the maturity date December 31, 2028. The note may not be prepaid without
the written consent of the Company. On April 10, 2024, the Company and Fogdog agreed to an extension of terms on the note, amending the
maturity date to December 31, 2029.
During
the quarter ended September 30, 2024, the Company acquired certain assets of Fogdog for a full and final settlement of the Notes receivable
and made a payment of $200,000 to Fogdog as a licensing fee for the development of waste-to-energy equipment. The resulting note receivables
due from Fogdog was directly written off in 2024 and the related assets development costs were also written off due to the Company deciding
to potentially not pursue the development of this equipment because it obtained a more cost-effective estimate for the design and development
of similar waste-to-energy equipment. Total owed from Fogdog for notes receivable on December 31, 2025 and 2024 was Nil.
On
March 15, 2023, the Company signed an agreement with its partner in the jointly-owned subsidiary EnderbyWorks to become the 100% owner
of the entity. Enderby Entertainment exchanged its 49% interest in EnderbyWorks to the corporation for forgiveness of outstanding payables
amounting to $190,147 and the assumption of the secured promissory note of $1,828,000 due to the Company by Enderby Entertainment Inc.
This note receivable had an annual interest rate of 8% due and was payable on July 6, 2024. On September 30, 2024, the note is in default
and now accrues interest at rate of 18% per annum. There is also a royalty clause on the existing assets that EnderbyWorks will pay Enderby
Entertainment 50% of the first $6,000,000 in net revenue, if revenue is earned by EnderbyWorks in the future. The note is deemed potentially
non-collectible. In 2023, an allowance for potential non-collections was allocated to the note, resulting in a net realizable value of
zero0 and an impairment loss of $2,097,542 was incurred. An additional allowance of $246,105 was incurred for the year ended December
31, 2025, and $82,937 was created for the year ended December 31, 2024. As of June 30, 2026, the allowance for credit losses on notes
receivables is $2,426,286.
7.
LOAN PAYABLES
Notes
Payable
On
June 14, 2022, the Company issued a promissory note payable for $117,000 (“Note A”). The promissory note is unsecured, payable
on demand, and was set to mature on August 13, 2022. The promissory note bore interest at a rate per annum equal to the Bank of Canada’s
Prime rate and has a one-time interest charge of $14,011. On August 9, 2022, a promissory note extension was signed, extending the maturity
date of the note payable to February 14, 2023. The note requires monthly payment of $13,077 over 10 months. On January 31, 2023, the
Company signed an amendment to extend the maturity date of the loan to February 14, 2024 at an interest rate equal to the Bank of Canada’s
Prime rate plus 3%. The Principal balance owed on June 30, 2026 and December 31, 2025 is $117,000. Accrued interest on this loan is $34,713
and $31,957 on June 30, 2026 and December 31, 2025 respectively. The note went into default during 2024, and management is currently
negotiating an extension with the loan holder.
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. Consideration for the acquisition of the assets included: (i) the issuance of 7,000,000 shares
of common stock of the Company; (ii) the issuance of a convertible promissory note in the principal amount of $700,000, which matured
on July 5, 2024 and is convertible into Shares after the date that is six (6) months after the date of issuance at a conversion price
of $0.10 per Share; and (iii) the issuance of a convertible promissory note in the principal amount of $154,250, which matured on July
5, 2024, and is convertible into Shares after the date that is six (6) months after the date of issuance at a conversion price of $0.10
per Share. On December 31, 2024 the balance owed to the software developer was $854,000. These notes were non-interest-bearing. On August
15, 2025, the Company settled a note payable to one of its principal shareholders through the issuance of common shares valued at $66,000,
resulting in a gain on debt settlement of $788,250. As of December 31, 2025, the shares had not yet been issued, and the amount has been
recorded as stock subscription payable within the equity section of the balance sheet. The Company is obligated to issue 2,000,000 common
shares to settle the debt.
On
June 11, 2024, the Company entered into a Convertible Loan Agreement (the “Agreement”) with a holder for a principal amount
of $375,000. The Agreement bears interest at 10% per annum and was originally scheduled to mature on June 11, 2025. Under the terms of
the Agreement, in the event of default, the outstanding balance would become immediately due and payable, and the holder would have the
right to convert all or any portion of the unpaid principal and accrued interest into shares of the Company’s common stock at a
conversion price of $0.025 per share. On June 5, 2025, the Company received an additional $50,000 under the existing Agreement, increasing
total proceeds to $425,000. Following the original lender’s death in quarter 3, the lender’s spouse assumed his rights and
obligations under the Agreement. On July 10, 2025, the spouse executed an amendment to the Convertible Loan Agreement, extended the maturity
date to July 10, 2026, and the Company received an additional $100,000 under the amended Agreement increasing the total principal amount
to $600,000, and revising the conversion price to $0.20 per share. On October 21, 2025 the company received an additional $50,000 and
on December 10, 2025 an additional $75,000 was received. As of June 30, 2026 and December 31, 2025, the outstanding principal was $650,000
and $650,000 and accrued interest totaled $100,356 and $68,123 respectively. Subsequent tot June 30, 2062, (see Note 18), this note was
extended to mature on July 10, 2027.
On
June 09, 2025, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $107,000. The promissory
note is in the amount of $123,050, plus a one-time interest charge of 12% ($14,766), is unsecured and matured on April 15, 2026. During
the three months ended March 31, 2026, the Company repaid $27,563 of the outstanding balance and settled the remaining balance of $27,563
with issuance of 1,343,473 shares for fair value of $51,329.
On
June 26, 2025, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $75,000. The promissory
note is in the amount of $95,120, plus a one-time interest charge of 13% ($12,365), is unsecured and matured on April 30, 2026. During
the three months ended March 31, 2026, the Company repaid $24,501 of the outstanding balance and settled the remaining balance of $26,872
with issuance of 1,917,810 shares for fair value of $49,791.
On
August 27, 2025, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $75,000. The promissory
note is in the amount of $95,120, plus a one-time interest charge of 13% ($12,365), is unsecured and matured on June 30, 2026. During
the three months ended March 31, 2026, the Company repaid $75,485 of the outstanding balance and settled the remaining balance of $32,000
with issuance of 2,903,046 shares for fair value of $81,625.
On
August 26, 2025, the Company issued a $150,000 convertible redeemable note to a subscriber, bearing interest at 6% per annum and maturing
on August 26, 2026. The note included an original issue discount of $15,000, resulting in net proceeds of $135,000. Beginning six months
after issuance, the Holder may convert all or part of the outstanding balance into common stock at 60% of the lowest trading price of
the shares during the twenty trading days preceding conversion. During the three months ended March 31, 2026, the Company settled $90,000
of the outstanding balance with issuance of 5,019,685 shares for fair value of $219,930. As of June 30, 2026 and December 31, 2025, the
outstanding principal balance under the note was $60,000 and $150,000, and accrued interest totaled $7,996 and $3,132 respectively.
On
November 7, 2025, the Company issued a $120,000 convertible redeemable note to the Holder, bearing interest at 6% per annum and maturing
on November 7, 2026. The note included an original issue discount of $17,000, resulting in net proceeds of $103,000. Beginning six months
after issuance, the Holder may convert all or part of the outstanding balance into common stock at 60% of the lowest trading price of
the shares during the twenty trading days preceding conversion. As of June 30, 2026 and December 31, 2025, the outstanding principal
balance under the note was $120,000 and $120,000, and accrued interest totaled $8,931 and $1,065 respectively.
On
November 19, 2025, the Company issued a $110,000 convertible redeemable note to the Holder, plus one-time interest charge of 12% ($13,200),
maturing November 19, 2026. The note included an original issue discount of $10,000, resulting in net proceeds of $81,000. On December
27, 2025 a payment on principal was made for $12,000 as per the terms of the agreement. The Company repaid $36,000 during the three months
ended March 31, 2026. As of June 30, 2026 and December 31, 2025, the outstanding principal balance under the note was $74,000 and $110,000
respectively, and accrued interest totaled $12,783 and $1,200 respectively.
On
November 20, 2025, the Company issued a $110,000 convertible redeemable note to the Holder, plus one-time interest charge of 8% ($8,800),
maturing November 20, 2026. The note included an original issue discount of $13,500, resulting in net proceeds of $96,500. As of June
30, 2026 and December 31, 2025, the outstanding principal balance under the note was $110,000 and $110,000 respectively, and accrued
interest totaled $11,912 and $8,800 respectively.
On
December 15, 2025, the Company issued a $140,000 convertible redeemable note to the Holder, plus one-time interest charge of 10% ($14,000),
maturing December 15, 2026. The note included an original issue discount of $15,000, resulting in net proceeds of $125,000. The Company
repaid $42,000 during the three months ended March 31, 2026. As of June 30, 2026 and December 31, 2025, the outstanding principal balance
under the note was $70,000 and $140,000, and accrued interest totaled $18,612 and $14,000 respectively.
On
January 14, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $73,000. The promissory
note is in the amount of $80,000 bearing interest at 12% per annum, is unsecured and matures on January 14, 2027. The Company also agreed
to an original issuance discount of $7,000. The total amount of the promissory note will be repaid in six installments, the first payment
due on July 15, 2026 for $14,933, with five subsequent payments of $14,933 each month thereafter. At and after any event of default,
any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as 65% of the
lowest trading price during the fifteen trade days prior to the conversion date. As of June 30, 2026, the loan principal balance outstanding
was $80,000, with accrued interest of $3,806.
On
February 3, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $82,000. The promissory
note is in the amount of $95,120, plus a one-time interest charge of 13% ($12,365), is unsecured and matures on December 15, 2026. The
Company also agreed to an original issuance discount of $13,120. The first payment is due on August 15, 2026 for $53,742.50, with four
subsequent payments of $13,435.61 each month thereafter. After any event of default, any outstanding and unpaid amount of the promissory
note can be converted to common shares at conversion price calculated as 65% of the lowest trading price during the ten trade days prior
to the conversion date. As of June 30, 2026, the loan principal balance outstanding was $95,120, with accrued interest of $nil.
On
March 2, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $125,000. The promissory
note is in the amount of $137,500 bearing an interest at 10% per annum, is unsecured and matures on March 2, 2027. The Company also agreed
to an original issuance discount of $12,500. At any time before full payment of the promissory note, the outstanding balance can be converted
into common shares at conversion rate of greater of $0.02 or 60% of the volume weighted average price of the common shares for the ten
trading days immediately preceding the conversion date. As of June 30, 2026, the loan principal outstanding was $137,500, with accrued
interest of $4,309.
On
March 4, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $97,000. The promissory
note is in the amount of $114,460, plus a one-time interest charge of 14% ($16,024), is unsecured and matures on January 15, 2027. The
Company also agreed to an original issuance discount of $17,460. The total amount will be repaid in ten payments each in the amount of
$13,048.40, the first payment due on April 15, 2026. After any event of default, any outstanding and unpaid amount of the promissory
note can be converted to common shares at conversion price calculated as 65% of the lowest trading price during the ten trade days prior
to the conversion date. As of June 30, 2026, the loan principal balance outstanding was $75,315, with accrued interest of $nil.
On
March 5, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $108,000. The promissory
note is in the amount of $120,000, bears an interest rate of 12% per annum, is unsecured and matures on March 5, 2027. The Company also
agreed to an original issuance discount of $12,000. At any time after cash payment or the sixth monthly anniversary of the promissory
note, the outstanding balance can be converted into common shares at conversion rate of 60% of the lowest trading price of the common
shares for the twenty trading days immediately preceding the conversion date. As of June 30, 2026, the loan principal outstanding was
$120,000, with accrued interest of $4,421.
On
March 26, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $108,000. The promissory
note is in the amount of $120,000, bears an interest rate of 6% per annum, is unsecured and matures on March 26, 2027. The Company also
agreed to an original issuance discount of $12,000. At any time after the sixth monthly anniversary, the outstanding balance can be converted
into common shares at conversion rate of 60% of the lowest trading price of the common shares for the twenty trading days immediately
preceding the conversion date. As of June 30, 2026, the loan principal outstanding was $120,000, with accrued interest of $1,894.
On
May 14, 2026, May 26, 2026 and June 22, 2026, the Company entered into separate convertible promissory notes with an accredited investor
and received proceeds of $50,000 under each note, for aggregate proceeds of $150,000. The notes bear interest at 10% per annum and mature
on May 14, 2027, May 26, 2027 and June 22, 2027, respectively. At any time after the date of this note and before full repayment, these
notes may be converted into shares of the Company’s common stock at a conversion price equal to the greater of: (i) $0.02 per share
or (ii) 60% of the applicable volume-weighted average price. As of June 30, 2026, the aggregate loan principal balance outstanding under
these notes was $165,000, with accrued interest of $1,342.
8.
DERIVATIVE LIABILITIES
The
Company has various convertible notes outstanding that requires derivative liability considerations for its conversion features. The
following table summarizes the changes in derivative liability:
SCHEDULE
OF CHANGES IN DERIVATIVE LIABILITY
| Description | |
June 30, 2026 | | |
December 31, 2025 | |
| Derivative Liability beginning balance | |
$ | 1,828,934 | | |
$ | 40,941 | |
| Initial recognition of derivatives | |
| 1,182,646 | | |
| 2,214,428 | |
| Change in fair value | |
| (453,592 | ) | |
| (385,493 | ) |
| Settlements/conversions | |
| (512,593 | ) | |
| (40,942 | ) |
| Derivative Liability ending balance | |
$ | 2,045,395 | | |
$ | 1,828,934 | |
During
the six months ended June 30, 2026, the Company recognized an income of $2,019,659 and $453,592 from change in the fair value
of its derivative liabilities, respectively, and a loss of $466,647 from initial recognition of derivatives and a gain of $512,593 on
settlement of derivative liabilities. These amounts are included in the consolidated statement of operations.
Derivative
liability is recognized as a present obligation determined using valuation techniques that rely on market-based or model-based assumptions,
and may not require settlement in the form of cash or transfer of assets. Its actual settlement amount and timing are variable and contingent
on underlying factors. The following table summarizes the weighted average key inputs used in the Black-Scholes model for all outstanding
conversion feature derivative liabilities as of the measurement dates:
SCHEDULE OF DERIVATIVE LIABILITY EVALUATIONS
| Input | |
June 30, 2026 | | |
December 31, 2025 | |
| Stock price | |
$ | 0.040 | | |
$ | 0.046 | |
| Exercise price (conversion price) | |
$ | 0.018
- 1.00 | | |
$ | 0.0174
to 1.00 | |
| Risk-free interest rate | |
| 3.98 | % | |
| 3.48 | % |
| Expected term (years) | |
| 0.03 - 4.39 | | |
| 0.29 to 4.89 | |
| Expected volatility | |
| 154.52% - 232.36 | % | |
| 174.89% to 216.66 | % |
| Dividend yield | |
| 0 | % | |
| 0 | % |
9.
DEFERRED REVENUE
Prior
to December 31, 2024, the Company received $77,700 cash from customers as deposits for work to be performed for discontinued operations.
As of December 31, 2025, the products had not been delivered to the customers, therefore the deposits have been reclassified as deposits
payable.
During
the year ended December 31, 2025 the Company received $500,000 towards a 12-month consulting contract, which was fully recognized as
revenue through February 2026.
On
April 21, 2026, the Company received a $50,000 payment from the client under its existing consulting agreement to renew the agreement
for an additional one-year term. The agreement, originally effective March 1, 2025, permits the client to renew the engagement annually
for a fee of $50,000. The Company accounts for the payment in accordance with ASC 606 and recognizes the related revenue over the renewal
term as the applicable consulting services are provided. During the six months ended June 30, 2026, the Company recognized $12,500 of
this amount as revenue, resulting in deferred revenue of $37,500 as of June 30, 2026.
See
table below for transactions that occurred during the six months ended June 30, 2026 and the year ended December 31, 2025:
SCHEDULE OF DEFERRED REVENUE
| | |
June 30, 2026 | | |
December 31, 2025 | |
| Opening | |
$ | 83,333 | | |
$ | 77,700 | |
| Transfers to deposits payable | |
| - | | |
| (77,000 | ) |
| Customer deposits received | |
| 50,000 | | |
| 500,000 | |
| Consulting fee earned | |
| (95,833 | ) | |
| (417,367 | ) |
| Total deferred revenue | |
$ | 37,500 | | |
$ | 83,333 | |
10.
COMMITMENTS AND CONTINGENCIES
Pledged
Receivable
In
2019, the Company agreed to pledge the collections of a specific uncollected customer invoice in the amount of $752,500 as collateral
for a loan made by LarCo Holdings, LLC (“LarCo”), an unrelated party, to a vendor of the Company (the “Vendor”)
and a former executive. The Company subsequently executed acknowledgments in connection with amendments to the loan dated July 2, 2019,
July 8, 2020, April 1, 2021, and April 17, 2023, each confirming the same conditional undertaking: should the Company collect on the
pledged invoice, in whole or in part, it would remit the proceeds of that collection to LarCo to be applied against the vendor loan.
The Company has never collected on the specified customer invoice, and no amount related to the invoice was included in gross accounts
receivable at June 30, 2026 and December 31, 2025. The Company is party to litigation related to this arrangement, as described below.
LarCo
Holdings, LLC Litigation
On
July 31, 2024, LarCo filed a complaint in the Superior Court of the State of Arizona, Maricopa County (Case No. CV2024-020438), against
the Company; the Vendor; certain current and former executives and affiliates of the Vendor and of the Company’s predecessor entities,
and their spouses; and other defendants. The claims arise from the 2019 private loan transaction described above, to which the Company
was not a party. The Company’s undertaking in connection with that loan was conditional upon actual collection of the pledged invoice,
which has not occurred. Accordingly, the Company believes it has no independent payment obligation to LarCo under the acknowledgment.
On
June 13, 2025, judgment on the loan was entered in LarCo’s favor against the Vendor and a former executive of the Company’s
predecessor, and on September 17, 2025, an amended judgment was entered against those parties in the approximate amount of $1.57 million.
The Company was not a party to, and has no liability under, that judgment.
On
January 15, 2026, LarCo filed a First Verified Amended Complaint (the “Amended Complaint”) asserting claims against the Company
for breach of contract, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, fraud-based claims,
conversion, unjust enrichment, and aiding and abetting. As against the Company, the Amended Complaint seeks, among other things, $752,500
in respect of the pledged invoice; joint and several liability for the approximately $1.57 million judgment previously entered against
the co-defendants described above; $1,875,000 asserted against all defendants in respect of certain pledged shares; punitive damages;
and attorneys’ fees and costs. LarCo has also asserted purported rights, as a judgment creditor of the Vendor and the former executive,
against amounts allegedly owed by the Company to those parties. The Company disputes that it owes any amounts subject to such claims,
disputes the validity and enforceability of the asserted rights as against the Company, and has formally responded accordingly.
The
Company believes the claims asserted against it are without merit, disputes the factual premises of the fraud-related allegations, and
intends to defend the matter vigorously, including through dispositive motions. The Company is evaluating all rights, remedies, claims,
and counterclaims available to it arising from this matter and reserves all such rights.
Management
has determined that a loss related to this matter is not probable and that the amount or range of any reasonably possible loss cannot
be estimated at this time, principally because dispositive motions directed at the claims that would define any such range remain to
be adjudicated and the damages theories asserted are disputed. Accordingly, no loss contingency has been recorded in respect of this
matter as of June 30, 2026.
11.
LEASE LIABILITY / RIGHT OF USE ASSET
The
Company entered into an operating lease for its office premises beginning July 15, 2025, and expiring July 31, 2028. Monthly rent payments
range from $7,500 to $12,000 over the lease term, totaling $404,500. At commencement, the Company recognized a right-of-use asset and
lease liability of approximately $326,462, based on the present value of future lease payments using an incremental borrowing rate of
13%.
Lease
expense is recognized on a straight-line basis over the lease term. For the six months ended June 30, 2026, total lease expense was approximately
$85,790. The lease agreement also provides the Company with an option to purchase the leased property for $1,500,000 at any time within
18 months from the effective date of the lease, subject to providing 90 days’ notice and maintaining timely rent payments as defined
in the lease.
The
future minimum operating lease payments as of June 30, 2026, are as follows:
SCHEDULE OF FUTURE MINIMUM OPERATING LEASE PAYMENTS
| Year Ending December 31 | |
Amount ($) | |
| 2026 (remainder) | |
| 72,000 | |
| 2027 | |
| 144,000 | |
| 2028 | |
| 84,000 | |
| Total Lease Payments | |
| 300,000 | |
| Less: Imputed Interest | |
| (38,425 | ) |
| Present Value of Lease Liability | |
| 261,575 | |
12.
RELATED PARTY TRANSACTIONS
On
January 22, 2018, the Company appointed James Geiskopf as Lead Director. On June 28, 2024, James resigned from the Company’s Board
of Directors. As of June 30, 2026 and December 31, 2025, the Company has accounts payable and accrued expenses owed to this related party
of $99,244.
On
April 1, 2021, the Company appointed Cameron Chell as Executive Chairman. On December 19, 2024, Cameron resigned from the Company’s
Board of Directors. As of June 30, 2026 and December 31, 2025, the Company had accounts payable and accrued expenses owed to this related
party of $130,032.
Our
former Chairman, Cameron Chell (“Mr. Chell”) is the founder of Business Instincts Group, Inc. (“BIG”), a firm
in the business of guiding early-stage ventures. On April 1, 2021, Mr. Chell was appointed Executive Chairman of the Company. On December
19, 2024, Mr. Chell resigned from the Company’s Board of Directors. Following his resignation from the Board, Mr. Chell was appointed
chairman of the Company’s advisory board, a position he continues to hold as of the date of this Quarterly 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 June 30, 2026 and December 31, 2025, the Company had recorded accounts payable and accrued expense balances in connection with BIG
and Mr. Chell in the aggregate amount of $672,524, consisting of $542,492 recorded in respect of BIG and $130,032 recorded in respect
of Mr. Chell in his former capacity as Executive Chairman.
The
entire aggregate balance is currently disputed. Because Mr. Chell’s related-party status was not identified at the time the underlying
obligations were incurred, both in his capacity as founder of BIG and in his capacity as Executive Chairman of the Company, the Company
is unable to confirm that the recorded balances were properly authorized, appropriately valued, or incurred in accordance with the Company’s
related-party transaction policies and applicable governance requirements. Accordingly, the amounts, if any, that may ultimately be determined
to be due and owing to BIG or Mr. Chell are subject to ongoing review and negotiation between the parties, including consideration of
the Company’s right to offset against such amounts any costs and damages incurred as a result of the failure to identify and disclose
the related-party relationship at the time the obligations were incurred. Until these matters are resolved, the full recorded aggregate
balance of $672,524 should be considered contingent and not an established obligation of the Company.
On
December 4, 2018, the Company appointed Swapan Kakumanu as Chief Financial Officer. On March 5, 2025, Swapan resigned from the Company.
As of June 30, 2026 and December 31, 2025, the Company had no accounts payable and accrued expenses owed to him.
On
October 9, 2017, the Company signed an agreement with RTB LLP, a company owned by Swapan Kakumanu, to provide accounting services. On
December 31, 2024 the company owed a balance of $117,476 to RTB LLP. On August 15, 2025, the company settled this debt by the issuance
of 1,174,760 shares at price of $0.04 per share; however these shares had not yet been issued, and accordingly, the balance owed was
reclassified to the Stock subscription payable account within stockholders’ equity resulting in zero balance due at June 30, 2026
and December 31, 2025.
On
August 1, 2022, the Company appointed Scott Gallagher as President. As of June 30, 2026 and December 31, 2025, the Company had accounts
payable and accrued expenses owing to this related party of $79,402 and $79,402, respectively.
On
June 30, 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.
13.
WARRANTS
All
warrants outstanding on June 30, 2026 and December 31, 2025, 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:
SCHEDULE
OF CHANGES IN WARRANTS OUTSTANDING
| | |
June 30, 2026 | | |
December 31, 2025 | |
| Outstanding at beginning of year | |
| 7,437,500 | | |
| 4,687,500 | |
| Issuances | |
| - | | |
| 2,750,000 | |
| Cancellations | |
| - | | |
| - | |
| Expirations | |
| - | | |
| - | |
| Outstanding at end of period | |
| 7,437,500 | | |
| 7,437,500 | |
| Weighted Average Price | |
$ | 0.52 | | |
$ | 0.65 | |
| Weighted Average Remaining Years Outstanding | |
| 0.16 | | |
| 0.66 | |
14.
SHARE CAPITAL
During
the three months ended June 30, 2026, the Company completed the following conversions of debt into common stock; upon each conversion,
there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement:
On
February 27, 2026, the Company converted $16,453 of debt into 739,160 shares of its common stock at a value of $0.044 per share.
On
March 4, 2026, the Company converted $57,717 of debt into 2,772,229 shares of its common stock at a value of $0.054 per share.
On
March 5, 2026, the Company converted $14,000 of debt into 615,385 shares of its common stock at a value of $0.042 per share.
On
March 9, 2026, the Company converted $16,564 of debt into 728,088 shares of its common stock at a value of $0.035 per share.
On
March 16, 2026, the Company converted $15,000 of debt into 923,077 shares of its common stock at a value of $0.027 per share.
On
March 18, 2026, the Company converted $14,871 of debt into 994,733 shares of its common stock at a value of $0.025 per share.
On
March 20, 2026, the Company converted $15,000 of debt into 1,131,222 shares of its common stock at a value of $0.033 per share.
On
March 23, 2026, the Company converted $20,000 of debt into 1,771,824 shares of its common stock at a value of $0.025 per share.
On
March 24, 2026, the Company converted $21,687 of debt into 1,508,296 shares of its common stock at a value of $0.025 per share.
On
July 15, 2026, the Company converted $43,123.84 of debt into 7,116,145 shares of its common stock at a value of $0.00606 per share.
On
July 16, 2026, the Company converted $48,581.00 of debt into 7,400,000
shares of its common stock at a value of $0.006565 per share.
On
July 16, 2026, the Company converted $20,150 of debt into 3,100,000
shares of its common stock at a value of $0.006565 per share.
On
July 27, 2026, the Company converted $22,101.37 of debt into 4,343,823
shares of its common stock at a value of $0.005088 per share. This conversion paid this
note to CFI Capital, LLC off in full.
On
July 27, 2026, the Company converted $39,200 of debt into 7,000,000 shares of its common stock at a value of $0.0056
per share. The conversion left $46,650 outstanding on this note.
Shares
to be issued
On
March 12, 2025 the company entered into an agreement for a private placement for 10,000,000 shares of the Company’s common stock
at a price of $0.05 per share for the total consideration of $50,000. The consideration was received however the shares were not issued.
The amount is reported as a stock subscription payable in the equity section of the balance sheet and on the statement of stockholders
equity.
On
June 16, 2025 the company entered into two agreements for private placements each for 2,500,000 shares of the Company’s common
stock at a price of $0.02 per share for total consideration of $50,000 each. The consideration was received however the shares were not
issued. The amounts are reported as stock subscription payable in the equity section of the balance sheet and on the statement of stockholders’
equity.
On
July 04, 2025, the Company and one of its vendors agreed to settle an outstanding payable of $15,000 through the issuance of common shares.
The shares had not yet been issued, and the amount has been reported as stock subscription payable within the equity section of the balance
sheet and on the statement of stockholders’ equity.
On
August 15, 2025, the Company and certain of its vendors agreed to settle outstanding payables of $100,000, $117,476 and $24,000, respectively,
through the issuance of common shares; these shares have not yet been issued, and accordingly, the balances owed were reclassified to
the Stock subscription payable account within stockholders’ equity. Upon closing of the $100,000 settlement, a gain on debt settlement
of $34,000 was recorded.
Refer
to note 12 for the shares issued to a related party. Refer to note 7 for the shares to be issued to the note holder in settlement of
notes payable.
15.
STOCK-BASED COMPENSATION
The
Company has adopted the 2017 Equity Incentive Plan (“the Plan”) under which non-transferable options to purchase common shares
of the Company may be granted to directors, officers, employees, or consultants of the Company. The terms of the Plan provide that our
board of directors may grant options to acquire common shares of the Company at not less than 100% of the greater of: (i) the fair market
value of the shares underlying the options on the grant date and (ii) the fair market value of the shares underlying the options on the
date preceding the grant date at terms of up to ten years. No amounts are paid or payable by the recipient on receipt of the options.
On June 30, 2023, the maximum number of options available for grant was increased to 28,300,000 shares.
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. Grants prior to 2024 are
described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
On
January 6, 2024, the Company granted a total of 9,000,000 stock options to directors, officers and consultants of the Company. The stock
options are exercisable at the exercise price of $0.02 per share for a period of ten years from the date of grant. The stock options
have a fair value of $0.01. The options vested immediately upon issuance.
On
April 8, 2025, the Company granted a total of 2,000,000 stock options to directors, officers and consultants of the Company. The stock
options are exercisable at the exercise price of $0.02 per share for a period of ten years from the date of grant. The stock options
have a fair value of $0.01. The options vested immediately upon issuance.
Stock-based
compensation expense recognized for the three and six months ended June 30, 2026 was $8,092 and $20,856 (three and six months ended June
30, 2025 – $15,416 and $39,794). Stock options granted are valued using a fair value calculation based on the Black-Scholes valuation
model.
SCHEDULE
OF STOCK OPTION ACTIVITY
| | |
Number of
Options | | |
Weighted
Average
Grant-Date
Fair Value ($) | | |
Weighted
Average
Exercise Price
($) | | |
Weighted
Average
Remaining
Life (Yrs) | |
| Options outstanding, December 31, 2025 | |
| 35,213,334 | | |
| 0.09 | | |
| 0.10 | | |
| 6.98 | |
| Granted | |
| - | | |
| - | | |
| - | | |
| - | |
| Cancelled | |
| - | | |
| - | | |
| - | | |
| - | |
| Options outstanding, June 30, 2026 | |
| 35,213,334 | | |
| 0.09 | | |
| 0.10 | | |
| 6.48 | |
| Options exercisable, June 30, 2026 | |
| 33,129,998 | | |
| 0.09 | | |
| 0.10 | | |
| 6.46 | |
| Options exercisable, December 31, 2025 | |
| 33,129,998 | | |
| 0.09 | | |
| 0.10 | | |
| 6.96 | |
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.
16.
INCOME TAXES
For
all results of operations to date, there has been no provision for income taxes and deferred tax assets have been entirely offset by
valuation allowances.
As
of June 30, 2026 and December 31, 2025, the Company had net operating loss carry forwards of approximately $6,979,177 and $6,611,460,
respectively. The carry forwards expire through the year 2046. The Company’s net operating loss carry forwards may be subject to
annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section
382 of the Internal Revenue Code.
The
Tax Cuts and Jobs Act was enacted on December 22, 2017, which reduced the U.S. corporate statutory tax rate from 35% to 21% beginning
on January 1, 2018. We used 21% as an effective federal rate, and 1.5% as an effective state rate. Tax computations are as follows:
SCHEDULE OF TAX COMPUTATIONS
| | |
For the Six Months
Ended June 30, 2026 | | |
For the Six Months
Ended June 30, 2025 | |
| Net income (loss) before taxes | |
$ | (590,394 | ) | |
$ | (1,562,024 | ) |
| Adjustments to arrive at taxable income/loss | |
| | | |
| | |
| Permanent differences: | |
| - | | |
| - | |
| Temporary differences: | |
| (453,592 | ) | |
| 1,600,299 | |
| Taxable income (loss) | |
| (1,043,986 | ) | |
| 38,274 | |
| NOL carried forward prior year (tax return) | |
| (6,611,460 | ) | |
| (5,534,653 | ) |
| NOL carried forward at period end | |
| (7,655,446 | ) | |
| (5,496,379 | ) |
| Deferred Tax Asset - Federal Rate (21%) | |
$ | 219,237 | | |
$ | 8,038 | |
| Deferred Tax Asset - State Rate (1.5%) | |
| 15,660 | | |
| 574 | |
| Total Deferred Tax Asset | |
| 234,897 | | |
| 8,612 | |
| Valuation Allowance | |
| (234,897 | ) | |
| (8,612 | ) |
| Deferred tax per books | |
$ | - | | |
$ | - | |
The
tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred
tax assets and liabilities. In assessing the ability to realize the deferred tax assets, management considers whether it is more likely
than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this
assessment.
The
returns filed from the year 2019 going forward are subject to examination by the IRS. The Company has not received any notification from
the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been
reviewed by the taxing authority.
17.
NON-CONTROLLING INTEREST
On
March 15, 2023, the Company signed an agreement with its partner in the jointly owned subsidiary EnderbyWorks, LLC to become the 100%
owner of this entity. The agreement includes a secured promissory note receivable due to the Company by Enderby Entertainment in the
amount of $1,828,000. The note receivable has an annual interest rate of 8% and was due on July 6, 2024. There is also a royalty clause
on the existing assets that EnderbyWorks will pay the former partner 50% of the first $6,000,000 in net revenue, if revenues are generated
in the future. The acquisition of the non-controlling interest in Enderby Works was received for no cash consideration and only the exchange
of a note receivable due to the Company and a contingent royalty obligation owed to Enderby Entertainment by Enderby Works should it
generate revenues in the future.
The
following table sets forth a summary of the changes in non-controlling interest:
SCHEDULE
OF CHANGES IN NON-CONTROLLING INTEREST
| | |
June 30, 2026 | | |
December 31, 2025 | |
| Non-controlling interest beginning of the period | |
$ | (161,258 | ) | |
$ | (161,258 | ) |
| Non-controlling interest end of period | |
$ | (161,258 | ) | |
$ | (161,258 | ) |
18.
SUBSEQUENT EVENTS
Management
has evaluated subsequent events and transactions through August 14, 2026, the date the consolidated financial statements were issued. Based
on this evaluation, management determined that the following material subsequent events require disclosure in the financial statements.
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, following the resignation of Braden Glasbergen as Chief Financial Officer, Treasurer and Secretary
effective June 30, 2026.
Subsequent
to the period ending on June 30, 2026, and as a result of the late form 10K and 10Q filings several notes went into default, also after
the end of the second quarter the following debt conversions were processed.
On
July 15, 2026, the Company converted $43,124 of debt into 7,116,145 shares of its common stock at a value of $0.00606 per share.
On
July 16, 2026, the Company converted $48,581 of debt into 7,400,000
shares of its common stock at a value of $0.006565 per share.
On
July 16, 2026, the Company converted $20,150 of debt into 3,100,000
shares of its common stock at a value of $0.006565 per share.
On
July 27, 2026, the Company converted $22,101 of debt into 4,343,823
shares of its common stock at a value of $0.005088 per share. This conversion paid this
note off in full.
On
July 27, 2026, the Company converted $39,200 of debt into 7,000,000 shares of its common stock at a value of $0.0056
per share. The conversion left $46,650 outstanding on this note
On
July 31, 2026, the Company converted $21,864.66 of debt into 7,145,314 shares of its common stock at a value of $0.00306
per share. The conversion left $100,000 outstanding on this note
On
August 6, 2026, the Company converted $22,750 of debt into 7,000,000 shares of its common stock at a value of $0.00325
per share. The conversion left $24,900 outstanding on this note
Also
subsequent to the period ending on June 30, 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.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking
Statements
This
Form 10-Q contains forward-looking statements regarding our business, customer prospects, or other factors that may affect future earnings
or financial results that are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Such statements
involve risks and uncertainties which could cause actual results to vary materially from those expressed in the forward-looking statements.
Investors should read and understand the risk factors detailed in our Annual Report on Form 10-K for the fiscal year ended December 31,
2025 (“Annual Report”) and in other filings with the Securities and Exchange Commission.
We
operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. These risks include,
among others: our proposed plan of operations; our financial and operating objectives and strategies to achieve them; the costs and timing
of our services; our use of available funds; our capital and funding requirements; and our other financial or operating performances.
These
forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including our inability
to efficiently manage our operations, general economic and business conditions, our negative operating cash flow, our ability to obtain
additional financing, our ability to collect outstanding loans, increases in capital and operating costs, risks relating to regulatory
changes or actions, and other risk factors discussed in our Annual Report on Form 10-K.
In
this quarterly report, unless otherwise specified, all references to “shares” refer to shares of common stock in the capital
of our company, and “we”, “us”, “the Company”, “our” and “Waste Energy” mean
Waste Energy Corp. and its wholly-owned subsidiaries CurrencyWorks USA Inc., Energy Works, Inc. and EnderbyWorks LLC, and its 80% owned
subsidiary Motoclub LLC, unless otherwise specified.
Overview
Waste
Energy is a waste-to-energy company focused on converting plastic and tire waste into valuable energy products and environmental commodities.
Our mission is to provide a sustainable and economically viable solution to the global plastic and tire waste crisis by utilizing advanced
thermal conversion technology to transform waste materials into clean diesel fuel, carbon black, and synthetic gas. In addition to our
core waste conversion business, we are actively developing a patent-pending AI-based emissions monitoring, management, and automated
carbon credit creation technology to enhance transparency and efficiency in environmental markets.
Results
of Operations
Three
and Six Months Ended June 30, 2026 compared to the Three and Six Months Ended June 30, 2025
Revenue
During
the three and six months ended June 30, 2026 we recognized total revenue of $22,500 and $125,000 for the three months ended June 30,
2026 and 2025, respectively, and $105,833 and $166,667 for the six months ended June 30, 2026 and 2025, respectively, generated from
our waste conversion business, primarily from consulting services.
Operating
Expenses
We
incurred general and administrative expenses of $60,473 and $82,252 for the three months ended June 30, 2026 and 2025, respectively,
and $426,312 and $129,111 for the six months ended June 30, 2026 and 2025, respectively, representing an increase (decrease) of $(21,779)
and $297,201 between the respective periods. These expenses consisted primarily of stock-based compensation, consulting fees, professional
fees, and other general and administrative costs. There was an overall increase in activity during the six months ended June 30, 2026
due to increased business development costs associated with the build out of our Midland waste conversion business.
Net
Profit (Loss) from Operations
We
incurred net income (loss) from operations of $(37,973) and $42,748 for the three months ended June 30, 2026 and 2025, respectively,
and $(350,479) and $37,556 for the six months ended June 30, 2026 and 2025, respectively, primarily attributable to the factors discussed
above under the headings “Revenue” and “Operating Expenses”.
Other
Income (Expense)
Other
income (expense) was $1,884,736 compared to $(1,581,705) for the three months ended June 30, 2026 and 2025, respectively, and $(239,915)
compared to $(1,599,582) for the six months ended June 30, 2026 and 2025, respectively, consisting of interest expense and charges on
notes payable and changes in the fair value of derivative liabilities, including losses on new derivatives and gains on settled derivatives.
The change in expenses was a result of increased financing activities related to the build out of our Midland waste conversion business
and loss on change in fair value of derivatives and loss on new and settled derivatives liabilities.
Net
and Comprehensive Profit (Loss)
Net
income (loss) attributable to Waste Energy was $1,846,763 compared to $(1,538,957) for the three months ended June 30, 2026 and 2025,
respectively, and $(590,394) compared to $(1,562,024) for the six months ended June 30, 2026 and 2025, respectively. 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
June 30, 2026 | | |
As at
December 31, 2025 | |
| Current Assets | |
$ | 67,922 | | |
$ | 99,744 | |
| Current Liabilities | |
| (5,061,723 | ) | |
| (4,597,087 | ) |
| Working Capital (Deficit) | |
$ | (4,993,801 | ) | |
$ | (4,497,343 | ) |
Current
Assets
Current
assets on June 30, 2026, were comprised of cash and cash equivalents of $26,422, prepaid rent of $12,000, security deposit of $12,000
and accounts receivable net of $17,500.
Current
assets on December 31, 2025, were comprised of cash and cash equivalents of $68,244, prepaid rent of $12,000, security deposit of $12,000
and accounts receivable net of $7,500.
Current
Liabilities
On
June 30, 2026, current liabilities were comprised of accounts payable and accrued expenses of $1,560,449 (related and unrelated parties),
notes payable of $117,000, convertible notes payable $1,084,179, derivative liability of $2,045,395, current portion of lease liability
of $139,500, deferred revenue of $37,500 and deposits payable of $77,700.
On
December 31, 2025, current liabilities were comprised of accounts payable and accrued expenses of $1,497,767 (related and unrelated parties),
notes payable $117,000, convertible notes payable $857,353, derivative liability of $1,828,934, lease liability of $135,000, deposits
payable of $77,700 and deferred revenue of $83,333.
Cash
Flow
| | |
Six months ended
June 30, 2026 | | |
Six months ended
June 30, 2025 | |
| Net cash provided from (used in) operating activities | |
$ | (385,806 | ) | |
$ | 261,307 | |
| Net cash used in investing activities | |
| (111,076 | ) | |
| (468,048 | ) |
| Net cash provided by financing activities | |
| 455,060 | | |
| 296,978 | |
| Net changes in cash and cash equivalents | |
$ | (41,822 | ) | |
$ | 90,237 | |
Operating
Activities
Net
cash provided by (used in) operating activities was $(385,806) for the six-month period ended June 30, 2026, compared to net cash provided
of $261,307 for the six-month period ended June 30, 2025, primarily due to a large decrease in deferred revenue and timing of settlement
of accounts payable and accrued liabilities.
Investing
Activities
Net
cash used in investing activities was $111,076 for the six-month period ended June 30, 2026, compared to $468,048 for the same period
in 2025. The 2025 amount was primarily attributable to payments made to acquire the waste-to-energy machine, which has yet to be placed
in service.
Financing
Activities
Net
cash provided by financing activities was $455,060 for the six months ended June 30, 2026, compared to $296,978 for the six months ended
June 30, 2025. The cash provided during the six months ended June 30, 2026 was primarily due to the issuance of new convertible debentures
of $716,000 offset by $260,940 in repayments. The cash provided during the six months ended June 30, 2025 was due to $150,000 from proceeds
of stock to be issued, $225,000 in proceeds from convertible notes, less $78,022 in repayments to notes payable and convertible notes.
Cash
Requirements
We
expect that we will require between $800,000 and $1,000,000, taking into account our current working capital position, to fund our operating
expenditures for the next twelve months. Our estimated general and administrative expenses for the next 12 months are comprised of consulting
fees, accounting services, board of directors and advisory board fees, investor relations consultants, public relations and marketing
consultants, legal and professional fees (including auditing fees), insurance, marketing and advertising expenses, trade shows, travel
expenses, office rent and miscellaneous office expenses.
We
will require additional cash resources to meet our planned capital expenditures and working capital requirements for the next 12 months.
We expect to derive such cash through the sale of equity or debt securities or by obtaining a credit facility. The sale of additional
equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in debt service obligations,
which could cause additional dilution to our stockholders, and could require us to agree to financial covenants that could restrict our
operations or modify our plans to source new business opportunities. Financing may not be available in amounts or on terms acceptable
to us, if at all. Failure to raise additional funds could cause our company to fail.
Going
Concern
The
accompanying condensed interim consolidated financial statements have been prepared on a going concern basis. On a consolidated basis,
the Company has incurred significant operating losses since its inception. . For the six months ended June 30, 2026 and 2025, the Company
incurred a loss of $590,394 and a loss of $1,562,024, respectively. On June 30, 2026 and December 31, 2025, the Company has an accumulated
deficit of $51,625,618 and $51,035,224, negative working capital of $4,993,801 and $4,497,343, respectively, and cash balances of $26,422
and $68,244, respectively. Further losses are anticipated as the Company pursues business opportunities, raising substantial doubt about
the Company’s ability to continue as a going concern.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to
provide the information under this item.
ITEM
4. CONTROLS AND PROCEDURES.
Disclosure
Controls and Procedures
During
the fiscal quarter ended June 30, 2026, the Company continued implementing improvements to its internal control over financial reporting.
As part of these improvements, the Company retained an outside accounting firm with approximately 25 certified public accountants and
substantial experience assisting SEC-reporting companies with public-company accounting and financial reporting requirements.
During
the first and second quarters of 2026, the outside accounting firm assisted the Company in reviewing and correcting historical
accounting matters, strengthening its financial reporting procedures, preparing account reconciliations and supporting schedules,
and assisting with the preparation and review of the Company’s periodic reports. As of June 30, 2026, the management assumed
primary responsibility for the Company’s accounting and financial reporting processes with assistance from the outside accounting firm.
The
engagement provides the Company with access to a broader group of qualified accounting professionals, additional review and oversight,
and improved continuity in the performance of critical accounting and financial reporting functions. Management believes these changes
materially improved the Company’s internal control over financial reporting and reduced the risks previously associated with reliance
upon a limited number of individuals.
Based
upon management’s evaluation,enhanced accounting and financial reporting procedures were implemented but certain controls were not operating effectively
as of June 30, 2026 to demonstrate operating effectiveness.
Other
than the changes described above, there were no changes in the Company’s internal control over financial reporting during the fiscal
quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.
Changes
in Internal Control over Financial Reporting
During
the fiscal quarter ended June 30, 2026, the Company retained an outside accounting firm with approximately 25 certified public accountants
and deep experience assisting SEC-reporting companies with public-company accounting and financial reporting requirements. The firm will
be assisting management with the preparation and review of the Company’s periodic filings and related financial reporting obligations.
This engagement provides the Company with broader access to qualified accounting personnel, additional review and oversight, and reduces
the operational risk associated with reliance on a single individual for critical accounting and financial reporting functions.
Braden
Glasbergen resigned as the Company’s Chief Financial Officer, Treasurer and Secretary effective June 30, 2026. Effective July 1,
2026, the Board appointed Scott Gallagher as Interim Chief Financial Officer and W. Scott McBride as Interim Treasurer and Secretary.
Other
than the changes described above, there were no changes in the Company’s internal control over financial reporting during the fiscal
quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
LarCo
Holdings, LLC Litigation
On
July 31, 2024, LarCo Holdings, LLC (“LarCo”) filed a complaint in the Superior Court of the State of Arizona, Maricopa County
(Case No. CV2024-020438), against the Company; a vendor of the Company (the “Vendor”); certain current and former executives
and affiliates of the Vendor and of the Company’s predecessor entities, and their spouses; and other defendants. The claims arise
from a 2019 private loan transaction between LarCo and the Vendor, to which the Company was not a party.
In
connection with that loan, the Company executed an acknowledgment pursuant to which it agreed that, if the Company collected on a specific
customer invoice in the amount of $752,500 that had been pledged as collateral for the Vendor loan, the Company would remit the proceeds
of that collection to LarCo to be applied against the loan. The Company has never collected on the specified customer invoice, and the
Company’s commitment to remit funds to LarCo was conditional upon such collection. Accordingly, the Company believes it has no
independent payment obligation to LarCo under the acknowledgment.
On
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 Quarterly Report.
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, the Company has not recorded a loss contingency in respect
of this matter as of June 30, 2026.
Other
Proceedings
From
time to time, the Company may be party to or threatened with other litigation arising in the ordinary course of business. Other than
as described above, management is not aware of any pending or threatened legal proceedings that are expected to have a material adverse
effect on the Company.
ITEM
1A. RISK FACTORS.
As
we are a smaller reporting company, we are not required to provide the information required by this item.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Since
the beginning of the fiscal quarter ended June 30, 2026, we have not sold any equity securities that were not registered under the Securities
Act of 1933, as amended, that were not previously reported in a quarterly report on Form 10-Q or a current report on Form 8-K.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
ITEM
5. OTHER INFORMATION.
None
ITEM
6. EXHIBITS.
The
exhibit index from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 is to be carried forward and
updated for agreements entered into during the quarter ended June 30, 2026, including the convertible promissory notes dated May 14,
2026, May 26, 2026 and June 22, 2026, and any other material contracts.
| Exhibit
Number |
|
Description |
| |
|
|
| (3) |
|
Articles
of Incorporation and Bylaws |
| 3.1 |
|
Articles
of Incorporation (incorporated by reference from our Current Report on Form S-1, filed on March 30, 2011) |
| 3.2 |
|
Articles
of Merger (incorporated by reference from our Current Report on Form 8-K filed on August 23, 2017) |
| 3.3 |
|
Articles
of Merger (incorporated by reference from our Current Report on Form 8-K filed on February 15, 2018) |
| 3.4 |
|
Articles
of Merger dated effective September 3, 2019 (incorporated by reference from our Current Report on Form 8-K, filed on September 9,
2019) |
| 3.5 |
|
Certificate
of Amendment to Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K, filed on June 3, 2021) |
| 3.6 |
|
Amended
and Restated Bylaws (incorporated by reference from our Annual Report on Form 10-K, filed on April 15, 2022) |
| (10) |
|
Material
Contracts |
| 10.1 |
|
Private
Placement Subscription Agreement with Oceanside Strategies Inc. dated September 14, 2015 (incorporated by reference from our Current
Report on Form 8-K, filed on September 15, 2015) |
| 10.2 |
|
18%
Unsecured Convertible Note with Oceanside Strategies Inc. dated September 14, 2015 (incorporated by reference from our Current Report
on Form 8-K, filed on September 15, 2015) |
| 10.3 |
|
Private
Placement Subscription Agreement with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current
Report on Form 8-K, filed on January 5, 2017) |
| 10.4 |
|
18%
Unsecured Convertible Note with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current Report
on Form 8-K, filed on January 5, 2017) |
| 10.5 |
|
Private
Placement Subscription Agreement with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current
Report on Form 8-K, filed on January 2, 2018) |
| 10.6 |
|
18%
Unsecured Convertible Note with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current Report
on Form 8-K, filed on January 2, 2018) |
| 10.7 |
|
Private
Placement Subscription Agreement with Oceanside Strategies Inc. dated March 2, 2017 (incorporated by reference from our Current Report
on Form 8-K, filed on March 24, 2017) |
| 10.8 |
|
18%
Unsecured Convertible Note with Oceanside Strategies Inc. dated March 2, 2017 (incorporated by reference from our Current Report
on Form 8-K, filed on March 24, 2017) |
| 10.9 |
|
Private
Placement Subscription Agreement with Oceanside Strategies Inc. dated June 8, 2017 (incorporated by reference from our Current Report
on Form 8-K, filed on January 2, 2018) |
| 10.10 |
|
18%
Unsecured Convertible Note with Oceanside Strategies Inc. dated June 8, 2017 (incorporated by reference from our Current Report on
Form 8-K, filed on January 2, 2018) |
| 10.11 |
|
Transfer
Agreement dated August 21, 2017 with Blockchain Fund GP Inc. (incorporated by reference from our Current Report on Form 8-K filed
on August 23, 2017) |
| 10.12 |
|
Business
Services Agreement with Business Instincts Group Inc. dated October 18, 2017. (incorporated by reference from our Current Report
on Form 8-K filed on October 19, 2017) |
| 10.13 |
|
Private
Placement Subscription Agreement with Oceanside Strategies Inc. dated October 30, 2017 (incorporated by reference from our Annual
Report on Form 10-K filed on April 2, 2017) |
| 10.14 |
|
10%
Unsecured Convertible Note dated October 30, 2017 issued in connection with Private Placement Subscription Agreement with Oceanside
Strategies Inc. dated October 30, 2017 (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017) |
| Exhibit
Number |
|
Description |
| 10.15 |
|
Private
Placement Subscription Agreement with Hospitality Investors Special Situation Group Pvt. Ltd. dated October 30, 2017 (incorporated
by reference from our Annual Report on Form 10-K filed on April 2, 2017) |
| 10.16 |
|
10%
Unsecured Convertible Note dated October 30, 2017 issued in connection with Private Placement Subscription Agreement with Hospitality
Investors Special Situation Group Pvt. Ltd. dated October 30, 2017 (incorporated by reference from our Annual Report on Form 10-K
filed on April 2, 2017) |
| 10.17 |
|
Form
of Private Placement Subscription Agreement for Common Stock Offering (incorporated by reference from our Current Report on Form
8-K filed on October 31, 2017) |
| 10.18 |
|
Loan
Agreement dated November 20, 2017 with WENN Digital Inc. (incorporated by reference from our Current Report on Form 8-K filed on
November 27, 2017) |
| 10.19 |
|
Independent
Consultant Agreement dated effective October 9, 2017 with Bruce Elliott (incorporated by reference from our Current Report on Form
8-K, filed on January 2, 2018) |
| 10.20 |
|
Independent
Consultant Agreement dated effective October 9, 2017 with Michael Blum (incorporated by reference from our Current Report on Form
8-K, filed on January 2, 2018) |
| 10.21 |
|
Business
Services Agreement dated effective December 29, 2017 with WENN Digital Inc. (incorporated by reference from our Current Report on
Form 8-K, filed on January 2, 2018) |
| 10.22 |
|
Form
of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on March 14, 2018) |
| 10.23 |
|
Amendment
No. 1 to Business Services Agreement dated as of March 24, 2018 with WENN Digital Inc. (incorporated by reference from our Current
Report on Form 8-K, filed on March 20, 2018) |
| 10.24 |
|
Offer
Letter dated January 22, 2018 with James P. Geiskopf (incorporated by reference from our Annual Report on Form 10-K filed on April
2, 2017) |
| 10.25 |
|
Offer
Letter dated February 9, 2018 with Edmund C. Moy (incorporated by reference from our Annual Report on Form 10-K filed on April 2,
2017) |
| 10.26 |
|
2017
Equity Incentive Plan (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017) |
| 10.27 |
|
Stock
Option Agreement dated October 15, 2017 with James P. Geiskopf (incorporated by reference from our Annual Report on Form 10-K filed
on April 2, 2017) |
| 10.28 |
|
Stock
Option Agreement dated October 15, 2017 with Cameron Chell (incorporated by reference from our Annual Report on Form 10-K filed on
April 2, 2017) |
| 10.29 |
|
Stock
Option Agreement dated October 15, 2017 with Michael Blum (incorporated by reference from our Annual Report on Form 10-K filed on
April 2, 2017) |
| 10.30 |
|
Stock
Option Agreement dated October 15, 2017 with Bruce Elliott (incorporated by reference from our Annual Report on Form 10-K filed on
April 2, 2017) |
| 10.31 |
|
Stock
Option Agreement dated October 15, 2017 with Business Instincts Group Inc. (incorporated by reference from our Annual Report on Form
10-K filed on April 2, 2017) |
| 10.32 |
|
Stock
Option Agreement dated February 9, 2018 with Edmund C. Moy (incorporated by reference from our Annual Report on Form 10-K filed on
April 2, 2017) |
| 10.33 |
|
Indemnification
Agreement dated December 20, 2017 with James P. Geiskopf (incorporated by reference from our Annual Report on Form 10-K filed on
April 2, 2017) |
| 10.34 |
|
Indemnification
Agreement dated December 20, 2017 with Cameron Chell (incorporated by reference from our Annual Report on Form 10-K filed on April
2, 2017) |
| 10.35 |
|
Indemnification
Agreement dated December 20, 2017 with Michael Blum (incorporated by reference from our Annual Report on Form 10-K filed on April
2, 2017) |
| 10.36 |
|
Indemnification
Agreement dated December 20, 2017 with Bruce Elliott (incorporated by reference from our Annual Report on Form 10-K filed on April
2, 2017) |
| 10.37 |
|
Indemnification
Agreement dated February 9, 2018 with Edmund C. Moy (incorporated by reference from our Annual Report on Form 10-K filed on April
2, 2017) |
| 10.38 |
|
Offer
Letter dated May 17, 2018 with James Carter (incorporated by reference from our Registration Statement on Form S-1/A filed on July
17, 2018) |
| Exhibit
Number |
|
Description |
| 10.39 |
|
Stock
Option Agreement dated May 17, 2018 with James Carter (incorporated by reference from our Registration Statement on Form S-1/A filed
on July 17, 2018) |
| 10.40 |
|
Indemnification
Agreement dated May 17, 2018 with James Carter (incorporated by reference from our Registration Statement on Form S-1/A filed on
July 17, 2018) |
| 10.41 |
|
Offer
Letter dated June 22, 2018 with Alphonso Jackson (incorporated by reference from our Registration Statement on Form S-1/A filed on
July 17, 2018) |
| 10.42 |
|
Stock
Option Agreement dated June 7, 2018 with Alphonso Jackson (incorporated by reference from our Registration Statement on Form S-1/A
filed on July 17, 2018) |
| 10.43 |
|
Indemnification
Agreement June 22, 2018 with Alphonso Jackson (incorporated by reference from our Registration Statement on Form S-1/A filed on July
17, 2018) |
| 10.44 |
|
Amendment
Agreement dated effective as of June 25, 2018 to Business Services Agreement dated October 18, 2017 with Business Instincts Group
Inc. (incorporated by reference from our Current Report on Form 8-K, filed on June 29, 2018) |
| 10.45 |
|
Loan
Agreement dated July 9, 2018 with Ryde Holding Inc. (formerly WENN Digital Inc.) (incorporated by reference from our Current Report
on Form 8-K, filed on July 11, 2018) |
| 10.46 |
|
Corporate
Guaranty dated July 9, 2018 by Ryde GmbH (incorporated by reference from our Current Report on Form 8-K, filed on July 11, 2018) |
| 10.47 |
|
Amendment
No. 2 to Business Services Agreement dated as of July 9, 2018 with Ryde Holding Inc. (formerly WENN Digital Inc.) (incorporated by
reference from our Current Report on Form 8-K, filed on July 11, 2018) |
| 10.48 |
|
Loan
Agreement entered into as of August 29, 2018 with Ryde GmbH (incorporated by reference from our Current Report on Form 8-K, filed
on August 31, 2018) |
| 10.49 |
|
Corporate
Guaranty entered into as of August 29, 2018 by Ryde Holding Inc. (formerly WENN Digital Inc.) (incorporated by reference from our
Current Report on Form 8-K, filed on August 31, 2018) |
| 10.50 |
|
Security
Agreement entered into as of August 29, 2018 with Ryde Holding Inc. (formerly WENN Digital Inc.) (incorporated by reference from
our Current Report on Form 8-K, filed on August 31, 2018) |
| 10.51 |
|
Security
Assignment Agreement entered into as of August 29, 2018 with Ryde GmbH (incorporated by reference from our Current Report on Form
8-K, filed on August 31, 2018) |
| 10.52 |
|
Master
Services Agreement dated effective October 19, 2018 between ICOx USA, Inc. and BitRail, LLC (incorporated by reference from our Current
Report on Form 8-K, filed on October 24, 2018) |
| 10.53 |
|
Software
Services Statement of Work dated effective October 19, 2018 between ICOx USA, Inc. and BitRail, LLC (incorporated by reference from
our Current Report on Form 8-K, filed on October 24, 2018) |
| 10.54 |
|
Amendment
No. 3 to Business Services Agreement dated as of October 29, 2018 with Ryde Holding Inc. (incorporated by reference from our Current
Report on Form 8-K, filed on October 31, 2018) |
| 10.55 |
|
Amendment
Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed
on November 7, 2018) |
| 10.56 |
|
Amendment
Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed
on November 7, 2018) |
| 10.57 |
|
Amendment
Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed
on November 7, 2018) |
| 10.58 |
|
Amendment
Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed
on November 7, 2018) |
| 10.59 |
|
Amendment
Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed
on November 7, 2018) |
| 10.60 |
|
2017
Equity Incentive Plan (incorporated by reference from our Current Report on Form 8-K, filed on November 23, 2018) |
| Exhibit
Number |
|
Description |
| 10.61 |
|
Form
of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on November 29,
2018) |
| 10.62 |
|
Amendment
to Independent Consultant Agreement dated December 4, 2018 with Michael Blum (incorporated by reference from our Current Report on
Form 8-K, filed on December 4, 2018) |
| 10.63 |
|
Master
Services Agreement dated effective January 21, 2019 between ICOx USA, Inc. and FreedomCoin, LLC (incorporated by reference from our
Current Report on Form 8-K, filed on February 4, 2019) |
| 10.64 |
|
Software
Services Statement of Work dated effective January 21, 2019 between ICOx USA, Inc. and FreedomCoin, LLC (incorporated by reference
from our Current Report on Form 8-K, filed on February 4, 2019) |
| 10.65 |
|
Stock
Option Agreement dated October 15, 2017 with Red to Black Inc. (incorporated by reference from our Annual Report on Form 10-K, filed
on March 26, 2019) |
| 10.66 |
|
Stock
Option Agreement dated June 8, 2018 with Red to Black Inc. (incorporated by reference from our Annual Report on Form 10-K, filed
on March 26, 2019) |
| 10.67 |
|
Independent
Consultant Agreement dated effective December 4, 2018 with Swapan Kakumanu (incorporated by reference from our Annual Report on Form
10-K, filed on March 26, 2019) |
| 10.68 |
|
Indemnification
Agreement with Swapan Kakumanu (incorporated by reference from our Annual Report on Form 10-K, filed on March 26, 2019) |
| 10.69 |
|
Form
of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on May 20, 2019) |
| 10.70 |
|
Amendment
Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective October 9, 2017
between CurrencyWorks Inc. and Bruce Elliott (incorporated by reference from our Current Report on Form 8-K, filed on January 27,
2020) |
| 10.71 |
|
Amendment
Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated January 22, 2018 between CurrencyWorks
Inc. and James P. Geiskopf (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020) |
| 10.72 |
|
Amendment
Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated February 9, 2018 between CurrencyWorks
Inc. and Edmund C. Moy (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020) |
| 10.73 |
|
Amendment
Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated May 17, 2018 between CurrencyWorks
Inc. and James Carter (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020) |
| 10.74 |
|
Amendment
Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated June 22, 2018 between CurrencyWorks
Inc. and Alphonso Jackson (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020) |
| 10.75 |
|
Amendment
Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective October 9, 2017,
as amended on November 30, 2018 and July 1, 2019 between CurrencyWorks Inc. and Michael Blum (incorporated by reference from our
Current Report on Form 8-K, filed on January 27, 2020) |
| 10.76 |
|
Amendment
Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Business Services Agreement dated effective October
18, 2017 as amended on June 26, 2018 between CurrencyWorks Inc. and Business Instincts Group Inc. (incorporated by reference from
our Current Report on Form 8-K, filed on January 27, 2020) |
| 10.77 |
|
Amendment
Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective December 4, 2018
between CurrencyWorks Inc. and Swapan Kakumanu (incorporated by reference from our Current Report on Form 8-K, filed on January 27,
2020) |
| 10.78 |
|
Amendment
to Loan Agreement and Termination of Business Services Agreement dated February 7, 2020 with Ryde GmbH and Ryde Holding Inc. (incorporated
by reference from our Current Report on Form 8-K, filed on February 12, 2020) |
| 10.79 |
|
Form
of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on June 16, 2020) |
| Exhibit
Number |
|
Description |
| 10.80 |
|
Business
Services Agreement with Business Instincts Group Inc. dated December 10, 2020 (incorporated by reference from our Current Report
on Form 8-K, filed on December 11, 2020) |
| 10.81 |
|
Form
of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on January 7, 2021) |
| 10.82 |
|
Form
of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on February 11,
2021) |
| 10.83 |
|
Convertible
Promissory Note with Fogdog Energy Solutions Inc. dated May 5, 2021 (incorporated by reference from our Current Report on Form 8-K,
filed on May 6, 2021) |
| 10.84 |
|
Amended 2017 Equity Incentive Plan (incorporated by reference from our Current Report on Form 8-K, filed on June 3, 2021) |
| 10.85 |
|
Limited
Liability Company Agreement dated July 6, 2021 with EnderbyWorks, LLC, Enderby Entertainment, Inc. and CurrencyWorks USA, Inc. (incorporated
by reference from our Current Report on Form 8-K, filed on July 7, 2021) |
| 10.86 |
|
LLC
Member Services Master Agreement dated July 6, 2021 with EnderbyWorks, LLC, Enderby Entertainment, Inc. and CurrencyWorks USA, Inc.
(incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021) |
| 10.87 |
|
Technology
Operating and License Agreement dated July 6, 2021 with EnderbyWorks, LLC and CurrencyWorks USA, Inc. (incorporated by reference
from our Current Report on Form 8-K, filed on July 7, 2021) |
| 10.88 |
|
Secured
Promissory Note dated July 6, 2021with EnderbyWorks, LLC and CurrencyWorks USA, Inc. (incorporated by reference from our Current
Report on Form 8-K, filed on July 7, 2021) |
| 10.89 |
|
Security
Agreement dated July 6, 2021 with EnderbyWorks, LLC and CurrencyWorks USA, Inc. (incorporated by reference from our Current Report
on Form 8-K, filed on July 7, 2021) |
| 10.90 |
|
Distribution
License Agreement dated July 6, 2021 with EnderbyWorks, LLC and 92 Films, LLC (incorporated by reference from our Current Report
on Form 8-K, filed on July 7, 2021) |
| 10.91 |
|
Form
of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on July 13, 2021) |
| 10.92 |
|
Form
of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on July 13, 2021) |
| 10.93 |
|
Engagement
Letter dated June 15, 2021 with H.C. Wainwright & Co., LLC (incorporated by reference from our Current Report on Form 8-K, filed
on July 13, 2021) |
| 10.94 |
|
Amendment
to Engagement Letter dated July 10, 2021 with H.C. Wainwright & Co., LLC (incorporated by reference from our Current Report on
Form 8-K, filed on July 13, 2021) |
| 10.95 |
|
Business
Combination Agreement among VON Acquisition Inc., sBetOne, Inc., VON Acquisition Merger Sub Inc., Limitless III Inc., VON
Acquisition Corp. and VON Bismark Limited.(incorporated by reference from our current report on Form 8-K, filed on August 18, 2021) |
| 10.96 |
|
Services
Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021 (incorporated by reference from our Current Report on Form 8-K,
filed on August 24, 2021) |
| 10.97 |
|
Loan
Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021 (incorporated by reference from our Current Report on Form 8-K,
filed on August 24, 2021) |
| 10.98 |
|
General
Security Agreement with Fogdog Solutions Inc. dated August 20, 2021 (incorporated by reference from our Current Report on Form 8-K,
filed on August 24, 2021) |
| 10.99 |
|
Form
of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on December 29, 2021) |
| 10.100 |
|
Form
of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on December 29, 2021) |
| 10.101 |
|
Form
of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on December 30,
2021) |
| 10.102 |
|
Form
of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on January 28, 2022) |
| 10.103 |
|
Form
of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on January 28, 2022) |
| 10.104 |
|
Form
of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on January 31,
2022) |
| 10.105 |
|
Form
of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on February 28, 2022) |
| Exhibit
Number |
|
Description |
| 10.106 |
|
Form
of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on February 28, 2022) |
| 10.107 |
|
Independent
Consultant Agreement dated effective September 7, 2022 with Scott Gallagher (incorporated by reference from our Form 10-K, filed
on March 21, 2023) |
| 10.108 |
|
Amendment
#1 dated March 15, 2023 to Convertible Promissory Note with Fogdog Energy Solutions Inc. dated May 5, 2021 (incorporated by reference
from our Form 10-K, filed on March 21, 2023) |
| 10.109 |
|
Amendment
#1 dated March 15, 2023 to Loan Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021 (incorporated by reference from
our Form 10-K, filed on March 21, 2023) |
| 10.110 |
|
Asset
Purchase Agreement dated June 16, 2023 with Apex VR Holdings, Inc. (incorporated by reference from our Current Report on Form 8-K,
filed on June 23, 2023) |
| 10.111 |
|
Amended
Equity Incentive Plan (incorporated by reference from our current report on Form 8-K, filed on June 30, 2023) |
| 10.112 |
|
Business
Development Service Agreement dated August 24, 2023 with GSD Group, LLC (incorporated by reference from our current report on Form
8-K filed on August 29, 2023) |
| 10.113 |
|
Amendment
# 2 dated April 10, 2024 to Loan Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021(incorporated by reference from
our Form 10-K, filed on April 16, 2024) |
| (31)
|
|
Rule
13a-14(a) Certifications |
| 31.1*
|
|
Certification
of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
| (32)
|
|
Section
1350 Certifications |
| 32.1*
|
|
Certification
of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
herewith). |
| (101)
|
|
Interactive
Data File |
| 101.INS*
|
|
Inline
XBRL Instance Document |
| 101.SCH*
|
|
Inline
XBRL Taxonomy Extension Schema |
| 101.CAL*
|
|
Inline
XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF*
|
|
Inline
XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB*
|
|
Inline
XBRL Taxonomy Extension Label Linkbase |
| 101.PRE*
|
|
Inline
XBRL Taxonomy Extension Presentation Linkbase |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| WASTE ENERGY
CORP. |
|
| |
|
| /s/ Scott Gallagher |
|
| Scott Gallagher |
|
| Interim Chief Financial Officer |
|
| (Duly Authorized Officer) |
|
| |
|
| Date: August 14, 2026 |
|