OTC: WAST

●
general
economic and financial market conditions.

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

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

●
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;

●
general
cryptocurrency risks;

●
technological
changes and developments in the blockchain and cryptocurrencies;

●
risks
relating to regulatory changes or actions;

●
competition
for blockchain platforms and technologies; and

●
other
factors discussed under the section entitled “Risk Factors”,

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

3

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

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

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

As
used in this annual report, the terms “we”, “us”, “the Company”, “our” and “Waste
Energy” mean Waste Energy Corp. and its wholly-owned subsidiary, CurrencyWorks USA Inc., Energy Works, Inc. and EnderbyWorks LLC
and its 80% owned subsidiary Motoclub LLC, unless otherwise specified.

Corporate
Overview

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

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

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

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

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

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

(i)
Sales of Clean Diesel Fuel and Carbon Black

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

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(ii)
Environmental Credit Monetization

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

(iii)
Consulting Services for Waste Management Companies

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

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

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

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

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

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

Description
of Business

Overview

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

Our
Technology and Process

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

●
Clean
Diesel Fuel – A refined fuel product suitable for industrial and commercial applications.

●
Carbon
Black – A valuable raw material used in tire manufacturing, coatings, and industrial applications.

●
Synthetic
Gas (Syngas) – A gaseous fuel that powers our own conversion systems, reducing reliance on external energy sources.

5

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

Revenue
Model

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

1.
Sales
of Clean Diesel Fuel and Carbon Black – We expect to generate revenue through the sale of our primary outputs to industrial
buyers, refineries, and commercial users.

2.
Environmental
Credit Monetization – Our operations are structured to qualify for carbon credits and other sustainability-linked incentives,
which can then be sold in voluntary and regulated markets.

3.
Consulting
Services – We offer advisory services to landfills, waste management companies, and industrial partners seeking to implement
waste-to-energy solutions.

4.
Strategic
Partnerships, Equipment Sales, and AI Technology Licensing – We anticipate generating additional revenue through licensing
our patent-pending AI-based emissions monitoring and carbon credit automation technology, along with potential sales of proprietary
waste conversion equipment.

Market
Opportunity

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

Growth
Strategy

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

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

Risk
Factors

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

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

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

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

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

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

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

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Potential environmental liabilities and compliance with evolving environmental regulations;

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

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

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

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

6

Sales
and Marketing

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

●
Direct
Sales and Business Development – Actively engaging with
waste management companies, industrial partners, and municipalities to secure plastic waste feedstock and forge strategic partnerships.

●
Digital
Marketing and Online Presence – Utilizing our website, social media platforms, and targeted advertising campaigns to raise
awareness of our waste-to-energy solutions, highlight project milestones, and attract potential investors.

●
Industry
Thought Leadership – Participating in and speaking at industry conferences, sustainability forums, and clean energy summits
to position Waste Energy Corp as a leader in waste-to-energy innovation.

●
Networking
and Strategic Partnerships – Leveraging our existing industry relationships and expanding our network to connect with key
stakeholders in waste management, renewable energy, and government agencies.

●
Inbound
and Outbound Sales Initiatives – Implementing structured sales outreach programs, including direct engagement with industrial
waste producers, referral programs, and inbound lead generation strategies.

●
Public
Relations and Media Engagement – Running media campaigns to enhance brand recognition, share success stories, and highlight
the environmental and economic benefits of our technology.

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

Competition

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

Key
Competitors

●
Brightmark
Energy – A company focused on advanced recycling technologies, including plastic-to-fuel conversion. Brightmark has secured
substantial investment and partnerships to scale its operations.

●
Agilyx
Corporation – A pioneer in chemical recycling that converts plastic waste into synthetic crude oil and chemical feedstocks.
Agilyx has formed partnerships with major petrochemical companies to expand its footprint.

●
Alterra
Energy – A developer of proprietary thermochemical liquefaction processes, Alterra focuses on converting plastic waste
into petrochemical feedstock and fuels.

●
Licella
Holdings – An Australian-based company that has developed a hydrothermal upgrading technology to convert biomass and end-of-life
plastics into biocrude and other valuable outputs.

●
Municipal
and Industrial Waste-to-Energy Facilities – Large-scale incineration and gasification plants operated by municipalities
or waste management firms compete in the broader WTE market by offering alternative waste disposal solutions.

Competitive
Advantages

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

●
Focused
Thermal Depolymerization Technology – Our process is designed to efficiently convert plastic and tire waste into clean energy
with minimal environmental impact.

●
Scalability
and Rapid Deployment – Unlike some competitors requiring massive infrastructure investments, our modular approach allows us
to scale quickly and adapt to various locations.

●
Strategic
Feedstock and Offtake Agreements – By securing stable sources of plastic waste and building strong relationships with energy
buyers, we mitigate risks associated with feedstock availability and market demand.

●
Environmental
and Regulatory Compliance – Our emphasis on sustainability, including efforts to address PFAS contamination and carbon credit
generation, positions us ahead of competitors in regulatory compliance and environmental responsibility.

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Market
Challenges

Despite
our competitive advantages, we face challenges such as:

●
Competition
for Plastic Feedstock – As waste management companies and recyclers seek alternative uses for plastic waste, securing a
consistent supply of feedstock remains a priority.

●
Regulatory
and Policy Changes – Shifting government policies on waste management, carbon emissions, and renewable energy incentives
can impact market dynamics.

●
Investment
and Market Awareness – Some competitors have access to larger capital reserves, making it critical for us to expand our
investor base and raise awareness about our innovative approach.

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

Intellectual
Property and Technology

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

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

●
Patent Protection –
We have filed a preliminary provisional patent application through a third party for a utility patent that provides a new method
of using AI-based technologies and systems to automate, monitor and control emissions data and feedstock quality related to identifying
PFAS and other potentially toxic feedstocks before entering our waste conversion systems. The patent application also provides a
new data-based method to automate the carbon credit creation process using our fully integrated waste conversion technology system.
We have retained a third-party company with more than 25 years of experience and hundreds of patents obtained to assist us with our
patent application process.

●
Trade Secrets and Proprietary Processes – Our specialized feedstock handling, emissions control, and product refinement techniques are proprietary and provide a competitive advantage in the waste-to-energy market.

●
Trademark and Brand Development – We are establishing recognized trademarks to reinforce our position as a leader in sustainable energy solutions.

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

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

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

Government
Regulation and Compliance

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

Regulatory
Considerations

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

●
Environmental
Protection Agency (EPA) Regulations – Compliance with the Clean Air Act (CAA), Resource Conservation and Recovery Act (RCRA),
and other environmental laws governing emissions, waste handling, and pollutant discharge.

●
State
and Local Environmental Permits – Each facility we develop will obtain the necessary air quality permits, solid waste processing
approvals, and hazardous materials handling certifications.

●
Occupational
Safety and Health Administration (OSHA) Standards – Ensuring workplace safety for employees involved in processing, maintenance,
and energy production.

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●
Department of Energy (DOE)
and Renewable Energy Incentives – Monitoring federal and state incentives for renewable energy, including tax credits,
grants, and carbon offset programs.

●
Carbon Credits and Sustainability
Standards – Positioning our technology to participate in carbon credit markets by reducing landfill waste and lowering
greenhouse gas emissions.

Our Compliance Strategy

To navigate regulatory complexities and maintain compliance, we will:

●
Engage
Environmental and Regulatory Experts – Partner with legal and environmental consultants to ensure our operations meet all
permitting and compliance requirements.

●
Develop
Robust Environmental Management Systems – Implement monitoring and reporting systems to track emissions, waste inputs,
and energy outputs to maintain regulatory transparency.

●
Secure
Necessary Permits Before Expansion – Work closely with state and local agencies to obtain permits before facility deployment
to prevent operational delays.

●
Stay
Ahead of Emerging Regulations – Actively monitor policy changes related to waste-to-energy technology, emissions reductions,
and renewable energy classifications.

●
Promote
Industry Best Practices – Adhere to industry-leading environmental and safety standards to position Waste Energy Corp as
a responsible leader in sustainable energy production.

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

Investment Company Act of 1940 Considerations

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

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

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

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

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

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

●
limitations
on capital structure;

●
restrictions
on specified investments;

●
prohibitions
on transactions with affiliates; and

●
compliance
with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.

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

Employees

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