{"url_path":"/sec/wast/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1515139/0001493152-26-033196-index.html","accession_number":"0001493152-26-033196","cik":"0001515139","ticker":"WAST","issuer_name":"WASTE ENERGY CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1515139/0001493152-26-033196-index.html","primary_entity_key":"0001515139","primary_entity_name":"WASTE ENERGY CORP."},"word_count":16441,"has_tables":true,"body_markdown":"**ITEM\n8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**\n\n \n\nSee\nnext page.\n\n \n\n19\n\n \n\n \n\n**FINANCIAL STATEMENTS**\n\n \n\n**Financial Statements\nfor the Years Ended December 31, 2024 and 2025**\n \n**Page**\n\n[Report of Independent Registered Public Accounting firm](#Fin_001) (PCAOB ID: 2738)\n \nF-2\n\n[Consolidated Balance Sheets](#Fin_002)\n \nF-3\n\n[Consolidated Statements of Operations](#Fin_003)\n \nF-4\n\n[Consolidated Statements of Cash Flows](#Fin_004)\n \nF-5\n\n[Consolidated Statements of Changes in Stockholders’ Equity](#Fin_005)\n \nF-6\n\n[Notes to Consolidated Financial Statements](#Fin_006)\n \nF-7\n\n** **\n\nF-1\n\n \n\n** **\n\n****\n\n** **\n\nREPORT OF INDEPENDENT REGISTERED\nPUBLIC ACCOUNTING FIRM\n\n \n\nTo\nthe Board of Directors and Stockholders of Waste Energy Corp.\n\n \n\n**Opinion\non the Financial Statements**\n\n** **\n\nWe\nhave audited the accompanying consolidated balance sheets of Waste Energy Corp. (the Company) as of December 31, 2025 and 2024, and the\nrelated consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the two years ended\nDecember 31, 2025 and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial\nstatements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the\nresults of its operations and its cash flows in the two years ended December 31, 2025, in conformity with accounting principles generally\naccepted in the United States of America.\n\n \n\n**Going\nConcern**\n\n** **\n\nThe\naccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note\n1 to the financial statements, the Company has incurred continuing net losses from operations and has a significant accumulated deficit\nwhich raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are\ndiscussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis\nfor Opinion**\n\n** **\n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,\nwe are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error\nor fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits\nprovide a reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matter**\n\n** **\n\nThe\ncritical audit matter communicated below is a matter arising from the current year audit of the financial statements that was communicated\nor required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial\nstatements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters\ndoes not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit\nmatter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.\n\n \n\n**Derivative\nLiability**\n\n** **\n\nAs\ndiscussed in the financial statements, the Company has bifurcated the conversion feature from the convertible debt due to the requirement\nof a variable number of shares to be owed upon conversion.\n\n \n\nAuditing\nmanagement’s calculation of the fair value of derivative liabilities can be a significant judgment given the fact that the Company\nuses management’s estimates on various inputs including the volatility, risk free rate, and methodology of calculating the derivative.\n\n \n\nTo\nevaluate the appropriateness of the fair value determined by management, we examined and evaluated the inputs management used in calculating\nthe fair value of the derivative liability and the methodology used.\n\n \n\n/s/\nM&K CPAS, PLLC\n\nWe\nhave served as the Company’s auditor since 2026.\n\nThe\nWoodlands, TX\n\nJuly\n14, 2026\n\n \n\nF-2\n\n \n\n \n\n**Waste Energy Corp.**\n\n**Consolidated Balance Sheets**\n\n** **\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nAssets \n    \n   \n\n  \n    \n   \n\nCurrent Assets \n    \n   \n\nCash and cash equivalents \n$68,244  \n$682 \n\nAccounts receivable, net \n 7,500  \n - \n\nAccounts receivable – discontinued operations \n -  \n 35,000 \n\nPrepaid expenses \n 12,000  \n - \n\nSecurity Deposit \n 12,000  \n - \n\nInterest receivable, net (see note 7) \n -  \n - \n\nNotes receivable, net (see note 7) \n -  \n - \n\nTotal Current Assets \n 99,744  \n 35,682 \n\n  \n    \n   \n\nLong-Term Assets \n    \n   \n\nRight-of-use-asset \n 272,797  \n - \n\nCapital investment \n 653,250  \n - \n\nTotal Long-Term Assets \n 926,047  \n - \n\n  \n    \n   \n\nTotal Assets \n$1,025,791  \n$35,682 \n\n  \n    \n   \n\nLiabilities and Stockholders’ Equity (Deficit) \n    \n   \n\n  \n    \n   \n\nCurrent Liabilities \n    \n   \n\nAccounts payable and accrued expenses \n$646,597  \n$545,883 \n\nAccounts payable and accrued expenses, related party \n 851,170  \n 1,065,380 \n\nDeferred revenue \n 83,333  \n 77,700 \n\nDeposits payable \n 77,700  \n - \n\nLease liability \n 135,000  \n - \n\nNotes payable, net \n -  \n 66,056 \n\nNotes payable – in default \n 117,000  \n 117,000 \n\nDerivatives liability \n 1,828,934  \n 40,943 \n\nConvertible notes payable – software acquisition \n -  \n 854,250 \n\nConvertible notes payable – other \n 857,353  \n 439,159 \n\nTotal Current Liabilities \n 4,597,087  \n 3,206,371 \n\n  \n    \n   \n\nNon-current Liabilities \n    \n   \n\n  Lease liabilities \n 170,878  \n - \n\nTotal Non-current Liabilities \n 170,878  \n - \n\n  \n    \n   \n\nTotal Liabilities \n 4,767,965  \n 3,206,371 \n\n  \n    \n   \n\nCommitments and Contingencies \n -  \n - \n\n  \n    \n   \n\nStockholders’ Equity (Deficit) \n    \n   \n\nCommon stock, $0.001 par value, 400,000,000 shares authorized; 138,036,826 and 128,064,469 shares issued\nand outstanding as at December 31, 2025 and 2024, respectively \n 138,037  \n 128,065 \n\nAdditional paid-in-capital \n 46,943,795  \n 46,820,921 \n\nStock subscriptions payable \n 372,476  \n - \n\nAccumulated deficit \n (51,035,224) \n (49,958,417)\n\nTotal Waste Energy Stockholders’ Equity (Deficit) \n (3,580,916) \n (3,009,431)\n\nNon-controlling Interest \n (161,258) \n (161,258)\n\nTotal Stockholders’ Equity (Deficit) \n (3,742,174) \n (3,170,689)\n\n  \n    \n   \n\nTotal Liabilities and Stockholders’ Equity (Deficit) \n$1,025,791  \n$35,682 \n\n \n\nThe accompanying notes are an integral part of\nthese consolidated financial statements.\n\n \n\nF-3\n\n \n\n \n\n**Waste Energy Corp**\n\n**Consolidated Statements of Operations**\n\n \n\n  \n\n**Year\nEnded**\n\n**December\n31, 2025**\n  \nYear Ended\nDecember 31, 2024 \n\n  \n   \n  \n\nRevenues \n    \n   \n\nConsulting services \n 416,667  \n - \n\nRecyclable material intake \n 7,500  \n - \n\nTotal revenues \n 424,167  \n - \n\n  \n    \n   \n\n**Cost of sales** \n **120,000**  \n - \n\n  \n    \n   \n\n**Gross profit** \n **304,167**  \n - \n\n  \n    \n   \n\nOperating expenses \n    \n   \n\nGeneral and administrative expenses \n 662,621  \n 1,194,309 \n\nService costs \n **7,534**  \n - \n\nTotal operating expenses \n 670,155  \n 1,194,309 \n\n  \n    \n   \n\nNet loss from operations \n (365,988) \n (1,194,309)\n\n  \n    \n   \n\nOther income (expense) \n    \n   \n\nInterest expense and charges - note payable \n (447,619) \n (130,682)\n\nLoss on issuance of debt \n (1,401,943) \n - \n\nChange in derivative liability \n 385,493 \n (40,941)\n\nGain from debt forgiveness \n 788,250  \n 40,035 \n\nBad debt \n (35,000) \n - \n\nNet other income (loss) \n (710,819) \n (131,588)\n\n  \n    \n   \n\nProvision for taxes \n -  \n - \n\n  \n    \n   \n\nNet loss from continued operations \n$(1,076,807) \n$(1,325,897)\n\n  \n    \n   \n\nNet loss from discontinued operations \n -  \n (1,554,250)\n\n  \n    \n   \n\nNet loss \n (1,076,807) \n (2,880,147)\n\n  \n    \n   \n\nNet profit (loss) from non-controlling interest \n -  \n - \n\nNet loss attributable to Waste Energy \n$(1,076,807) \n$(2,880,147)\n\n  \n    \n   \n\nLoss per common share continuing operations – Basic and diluted \n$(0.01) \n$(0.01)\n\nLoss per common share discontinued operations – Basic and diluted \n$-  \n$(0.01)\n\n  \n    \n   \n\nWeighted average number of common shares outstanding, basic\nand diluted \n 143,341,008  \n 120,734,193 \n\n \n\nThe accompanying notes are an integral part of\nthese consolidated financial statements.\n\n \n\nF-4\n\n \n\n \n\n**Waste Energy Corp.**\n\n**Consolidated Statements of Cash Flows**\n\n \n\n  \n\n**Year\nEnded**\n\n**December\n31, 2025**\n  \nYear Ended\nDecember 31, 2024 \n\nOperating activities from continued operations \n    \n   \n\nNet loss for the year from continued operations \n$(1,076,807) \n$(1,325,897)\n\nAdjustments to reconcile net loss to net cash used in operating activities \n    \n   \n\nStock-based compensation \n 59,313  \n 119,972 \n\nStock-based compensation, related party \n 30,333  \n 143,593 \n\nShares issued for services (consulting) \n -  \n 18,400 \n\nShares issued for services – related party (consulting) \n -  \n 184,000 \n\nGain on debt settlement – notes payable \n (788,250) \n (40,035)\n\nDerivative liability \n (385,493) \n 40,941 \n\nLoss on initial valuation of derivative liability \n 1,401,943  \n - \n\nSettlement of derivative liability \n (40,943) \n   \n\nAmortization of debt discount \n 248,228  \n 5,719 \n\nAmortization of deferred loan costs \n 19,634  \n 1,865 \n\nDebt penalty charge adjustments \n -  \n 16,091 \n\nBad debt \n 35,000  \n - \n\nAmortization of ROU assets and reduction in lease liability \n 33,081  \n - \n\nChanges in operating assets and liabilities \n    \n   \n\nAccounts receivable \n (7,500) \n 80,036 \n\nPrepaid expenses \n (12,000) \n 9,696 \n\nSecurity deposit \n (12,000) \n   \n\nAccrued interest on convertible notes payable \n -  \n 20,959 \n\nAccrued interest on notes payable \n 102,307  \n 30,127 \n\nDeferred revenue \n 83,333  \n - \n\nAccounts payable and accrued expenses \n 133,924  \n (350)\n\nAccounts payable and accrued expenses, related parties \n (214,210) \n 292,320 \n\n  \n    \n   \n\nNet cash (used in) operating activities from continued operations \n (390,107) \n (402,563)\n\n  \n    \n   \n\nLoss from discontinued operations \n -  \n (1,554,250)\n\nWrite off of intangible assets \n -  \n 1,554,250 \n\nNet cash provided (used in) operating activities of discontinued operations \n -  \n - \n\n  \n    \n   \n\nInvesting activities \n    \n   \n\nCapital advance \n (653,250) \n - \n\nNet cash provided by (used in) investing activities \n (653,250) \n - \n\n  \n    \n   \n\nFinancing activities \n    \n   \n\nProceeds from issuance of notes payable \n -  \n 115,200 \n\nProceeds from issuance of convertible notes \n 1,158,189  \n 471,000 \n\nRepayments of notes payable \n (78,022) \n (164,712)\n\nRepayments on convertible notes \n (119,248) \n (71,319)\n\nProceeds from share issuance \n 150,000  \n 50,000 \n\nNet cash provided by financing activities \n 1,110,919  \n 400,169 \n\n  \n    \n   \n\nNet changes in cash and equivalents \n 67,562  \n (2,394)\n\n  \n    \n   \n\nCash and equivalents at beginning of the year \n 682  \n 3,076 \n\n  \n    \n   \n\nCash and equivalents at end of the year \n$68,244  \n$682 \n\n \n\nSUPPLEMENTAL CASH FLOW INFORMATION\n\n \n\n  \nYear Ended\nDecember 31, 2025  \nYear Ended\nDecember 31, 2024 \n\nCash paid in interest \n$124,818  \n$110,237 \n\nCash paid for income taxes \n$-  \n$- \n\n  \n    \n   \n\nSUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES \n    \n   \n\nDerivative liability discount \n$651,995  \n   \n\nAddition of right of use asset \n$326,462  \n   \n\nConversion of note payable to common stock issued by WEC - $52.5K loan \n$-  \n 55,125 \n\nConversion of note payable to common stock issued by WEC - $25K loan \n$-  \n 25,001 \n\nPartial conversation of convertible note payable to common stock of WEC - $96k\nloan, $12K converted \n -  \n 12,000 \n\nPromissory note payable to be converted to common stock of WEC – 854K loan converted into 66K of common\nstock \n$66,000  \n   \n\nDebt to be converted into common stock of WEC \n$\n117,476\n\n  \n   \n\nDebt to be converted into common stock of WEC \n$24,000  \n   \n\nDebt to be converted into common stock of WEC \n$15,000  \n   \n\nFull conversion of convertible note payable to common stock of WEC - $96k loan,\n$43,200 converted \n$43,200  \n - \n\n \n\nThe accompanying notes are an integral part of\nthese consolidated financial statements.\n\n \n\nF-5\n\n \n\n \n\n**Waste Energy Corp.**\n\n**Consolidated Statements of Changes in Stockholders’\nEquity (Deficit)**\n\n \n\n  \nCommon\n\nStock\nNumber of\nShares\n(#)  \nCommon\n\nStock\nDollar\nAmount\n($)  \nAdditional\n\nPaid-in\nCapital\n($)  \nStock\n\nSubscriptions\nPayable  \nAccumulated\n\nDeficit\n($)  \nNon-\n\nControlling\nInterest\n($)  \nTotal\n\nShareholders’\nEquity\n(Deficit)\n($) \n\nBalance,\nDecember 31, 2023 \n 108,807,923  \n 108,808  \n 46,232,087  \n -      \n (47,078,270) \n (161,258) \n (898,633)\n\nStock based compensation \n    \n    \n 119,972  \n -   \n    \n    \n 119,972 \n\nStock-based compensation,\nrelated party \n    \n    \n 143,593  \n    \n    \n    \n 143,593 \n\nShare issuance on conversion\nof loan payable \n 10,611,546  \n 10,612  \n 56,513  \n    \n    \n    \n 67,125 \n\nShare issuance on conversion\nof loan payable \n 625,000  \n 625  \n 24,376  \n    \n    \n    \n 25,001 \n\nShare issuance for services \n 4,600,000  \n 4,600  \n 179,400  \n    \n    \n    \n 184,000 \n\nShares issuance for services\n- related party \n 920,000  \n 920  \n 17,480  \n    \n    \n    \n 18,400 \n\nShares issued for cash –\nprivate placement \n 2,500,000  \n 2,500  \n 47,500  \n    \n    \n    \n 50,000 \n\nNet income/(loss)\nfor the year \n    \n    \n    \n    \n (2,880,147) \n -   \n (2,880,147)\n\nBalance,\nDecember 31, 2024 \n 128,064,469  \n 128,065  \n 46,820,921  \n -  \n (49,958,417) \n (161,258) \n (3,170,689)\n\nStock based compensation \n    \n    \n 59,313  \n    \n    \n    \n 59,313 \n\nStock-based compensation,\nrelated party \n    \n    \n 30,333  \n    \n    \n    \n 30,333 \n\nShare issuance on conversion\nof loan payable \n 9,972,357  \n 9,972  \n 33,228  \n 66,000  \n    \n    \n 109,200 \n\nShare issuance for services \n    \n    \n    \n 156,476  \n    \n    \n 156,476 \n\nShares issued for cash –\nprivate placement \n    \n    \n    \n 150,000  \n    \n    \n 150,000 \n\nNet income/(loss)\nfor the year \n    \n    \n    \n    \n (1,076,807) \n -   \n (1,076,807)\n\nBalance,\nDecember 31, 2025 \n 138,036,826  \n 138,037  \n 46,943,795  \n 372,476  \n (51,035,224) \n (161,258) \n (3,742,174)\n\n \n\nThe accompanying notes are an integral part of\nthese consolidated financial statements.\n\n** **\n\nF-6\n\n \n\n** **\n\n**Waste Energy Corp**\n\n**Notes to Consolidated Financial Statements**\n\n**December 31, 2025 and 2024**\n\n \n\n**1. NATURE AND CONTINUANCE OF OPERATIONS**\n\n \n\nWaste Energy Corp. (the “Company”)\nwas incorporated under the laws of the State of Nevada on July 20, 2010, under its previous name Redstone Literary Agents, Inc., with\nan authorized capital of 400,000,000 common shares, having a par value of $0.001 per share. During the period ended December 31, 2010,\nthe Company commenced operations by issuing shares and developing its publishing service business, focused on representing authors to\npublishers.\n\n \n\nOn August 1, 2017 the Company incorporated a\nNevada subsidiary, AppCoin Innovations (USA) inc., which was formed to provide blockchain consulting services.\n\n \n\nOn February 14, 2018, we effected a name change\nfor our subsidiary from “AppCoin Innovations (USA) Inc.” to “ICOx USA, Inc.”\n\n \n\nOn November 28, 2018, we incorporated a new Delaware\nsubsidiary, Cathio, Inc, to provide blockchain technology opportunities to the Catholic community. Cathio was dissolved on October 20,\n2020.\n\n \n\nOn November 28, 2018, we incorporated a new Delaware\nsubsidiary, GN Innovations, Inc. to provide blockchain technology opportunities to the sports and entertainment industry by working with\nlarge and well-established brands.\n\n \n\nEffective December 5, 2018, we effected a name\nchange for our subsidiary from “GN Innovations, Inc.” to “GNI, Inc.”\n\n \n\nEffective February 6, 2019, we effected a name\nchange for our subsidiary from “GN1, Inc.” to “sBetOne, Inc.”. On August 12, 2021, the Company’s subsidiary\nsBetOne, Inc. (“sBetOne”) entered into a business combination with a related party, VON Acquisition Inc. (“VON”),\nwhereby sBetOne became a wholly owned subsidiary of VON.\n\n \n\nOn September 3, 2019, the Company changed its\nname from “ICOx Innovations Inc.” to “CurrencyWorks Inc.” and ICOx USA Inc. a subsidiary of the Company changed\nits name to “CurrencyWorks USA Inc.”.\n\n \n\nOn June 22, 2021, we incorporated a new Delaware\nsubsidiary, Motoclub LLC, to create a marketplace for digital automotive collectibles. During 2024 operations ceased due to Management’s\ndecisions to pursue a new line of business in renewable waste energy.\n\n \n\nOn June 22, 2021, we incorporated a new Delaware\nsubsidiary, EnderbyWorks, LLC, (“EnderbyWorks”) to create a direct-to-consumer, feature-length film viewing and distribution\nplatform delivering feature-length films and digital collectible entertainment content as NFTs. During 2024 operations ceased due to\nManagement’s decisions to pursue a new line of business in renewable waste energy. There may be rights to residual collections\nfrom a past movie distribution rights contract that may be transferred to a functioning entity at a future date.\n\n \n\nOn August 24, 2022, the Company changed its name\nfrom CurrencyWorks Inc. to MetaWorks Platforms, Inc (“MWRKS”).\n\n \n\nOn May 13, 2024, we incorporated a new Florida\nsubsidiary, Energy Works, Inc., (“EnergyWorks”), which was formed to support\nthe Company’s waste-to-energy business and related operations.\n\n \n\nOn September 6, 2024, the Company changed its\nname from MetaWorks Platforms, Inc. to Waste Energy Corp.\n\n \n\nF-7\n\n \n\n \n\n**1. NATURE AND CONTINUANCE OF OPERATIONS (CONT’D)**\n\n** **\n\nGoing Concern\n\n \n\nThe accompanying consolidated\nfinancial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of\nliabilities in the normal course of business. On a consolidated basis, the Company has incurred significant operating losses since its\ninception. For the period ended December 31, 2025 and 2024, the Company incurred losses of $1,076,807 and $2,880,147, respectively. On\nDecember 31, 2025 and 2024, the Company has an accumulated deficit of $51,035,224 and $49,958,417, negative working capital of $4,497,343,\nand $3,170,689, respectively, and cash balances of $68,244 and $682, respectively. Further losses are anticipated as the Company pursues\nbusiness opportunities, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue\nas a going concern is dependent upon the Company generating profits, adequate cash flows and/or obtaining the necessary financing to\nmeet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance\noperating costs over the next twelve months with existing cash on hand, loans from third parties, related party debt and proceeds from\nthe issuance of stock. There are no assurances that the Company will be able to secure funding on terms that are acceptable to the Company\nor at all.\n\n \n\nThe financial statements do not include any adjustments\nrelating to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary\nshould the Company be unable to continue as a going concern.\n\n \n\n**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\nBasis of Presentation\n\n \n\nThe accompanying consolidated financial statements\nhave been prepared in conformity with accounting principals generally accepted in the United States of America of (“US.GAAP”)\nas found in the Accounting Standards Codification (“ASC”), and the Accounting Standards Update (“ASU”) of the\nFinancial Accounting Standards Board (“FASB”) and are expressed in US Dollars. The consolidated financial statements should\nbe read in conjunction with the notes contained herein as part of the Company’s Annual Report in its Form 10-K filing under the\nSecurities Exchange Commission.\n\n \n\nReclassification\n\n \n\nCertain reclassifications have been made to prior\nperiods to conform with the current reporting period. These reclassifications did not affect net income, total assets, liabilities or\nequity reported.\n\n \n\nBasis of Consolidation\n\n \n\nThe consolidated statements include the accounts\nof the Company and its subsidiaries. CurrencyWorks USA Inc.(“CW”) (formerly ICOx USA, Inc.), Energy Works Inc.(“EG”)\nand Enderby Works LLC (“EW”) are wholly owned subsidiaries. EW became a wholly owned subsidiary in 2023, see Note 7 Notes\nReceivable. MotoClub (“MB”) is a majority-owned subsidiary, 80% held by (“MWRKS”). All intercompany transactions\nand balances have been eliminated.\n\n \n\nDiscontinued Operations\n\n \n\nThe Company accounts for discontinued operations\nin accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations. The disposal of a component or group\nof components is classified as a discontinued operation if the disposal represents a strategic shift that has, or will have, a major\neffect on the Company’s operations and financial results. This includes the sale, abandonment, or other disposal of legal entities,\nbusiness segments, or significant components.\n\n \n\nF-8\n\n \n\n \n\n**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)**\n\n \n\nUpon meeting the criteria for discontinued operations,\nthe results of operations, including any gain or loss on disposal, are presented separately in the consolidated statements of operations\nfor all periods presented. Assets and liabilities of discontinued operations classified as held for sale are presented separately in\nthe consolidated balance sheets, if applicable. If the assets and liabilities associated with the discontinued operation do not meet\nthe held-for-sale criteria, they should not be presented separately on the balance sheet. Instead, they remain within their respective\nasset and liability categories. The results of operations of the discontinued component are still reported separately in the consolidated\nstatement of operations.\n\n \n\nManagement evaluates and updates the classification\nof operations as discontinued when relevant events occur, such as the approval of a sale plan, abandonment, or completion of disposal.\n\n \n\nSegment reporting\n\n \n\nThe Company uses “the management approach”\nin determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s\nChief Operating Decision Maker (“CODM”) for making operational decision and assessing performance as the source for determining the Company’s\nreportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) of the Company, who reviews operating\nresults to make decisions about allocating resources and assessing performance for the entire Company. During the year ended December\n31, 2025 and 2024. The Company has two operating and reportable segments, which has just started their respective revenue streams. The CODM uses net loss for purposes\nof evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets. The CODM\nevaluates segment business performance based primarily on consolidated net loss (from continuing operations) as reported on the consolidated\nstatements of operations and comprehensive loss. The CODM considers budget-to-actual variances on a monthly basis for net loss when making\ndecisions. Segment assets provided to the CODM are consistent with those reported on the consolidated balance sheets.\n\n** **\n\n**Segmented Information- Statements of Operations**\n\n SCHEDULE\nOF SEGMENT INFORMATION\n\n2025 \n\n**Holding**\n\n**Segment**\n  \n\n**Waste\nConversion**\n\n**segment**\n \n \nTotal \n\nRevenue and other income: \n    \n   \n \n   \n\nConsulting revenue \n$-  \n$416,667 \n \n$416,667 \n\nRecyclable material intake \n -  \n 7,500 \n \n 7,500 \n\nGain on extinguishment of debt \n 788,250  \n - \n \n 788,250 \n\nChange in derivative liability \n 385,493  \n - \n \n 385,493 \n\nOther income \n -  \n - \n \n - \n\nRevenue and other income \n 1,173,743  \n 424,167 \n \n 1,597,910 \n\nExpenses \n    \n   \n \n   \n\nCost of sales \n$-  \n$120,000 \n \n**$****120,000** \n\nAdvertising & Marketing \n 51,400  \n - \n \n 51,400 \n\nConsulting fees \n 289,914  \n - \n \n 289,914 \n\nStock based compensation (related and non-related party) \n 89,646  \n - \n \n 89,646 \n\nRent \n 24,000  \n 82,722 \n \n 106,722 \n\nProfessional fees \n 45,536  \n - \n \n 45,536 \n\nOther general and administrative expenses \n 85,481  \n 1,456 \n \n 86,937 \n\nLoss on issuance of debt \n 1,401,943  \n - \n \n 1,401,943 \n\nInterest expense and charges - note payable \n 447,619  \n - \n \n 447,619 \n\nInterest write off \n 35,000  \n - \n \n 35,000 \n\nNet Income (loss) before income taxes \n$(1,296,796) \n$219,989 \n \n$(1,076,807)\n\n \n\nF-9\n\n \n\n \n\n**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)**\n\n \n\n**Segmented Information- Balance Sheets**\n\n \n\n2025 \n\n**Holding**\n\n**Segment**\n  \n\n**Waste\nConversion**\n\n**segment**\n \n \nTotal \n\nTotal assets \n$68,244  \n$957,547 \n \n$1,025,791 \n\n  \n    \n   \n \n   \n\nNet assets \n$68,244  \n$957,547 \n \n$1,025,791 \n\n  \n    \n   \n \n   \n\nCurrent liabilities \n$4,301,054  \n$296,033 \n \n**$****4,597,087** \n\nNon-current liabilities \n$-  \n$170,878 \n \n$170,878 \n\n  \n    \n   \n \n - \n\nNet liabilities \n$4,301,054  \n$466,911 \n \n$4,767,965 \n\n \n\n**Segmented Information- Statements of Operations**\n\n \n\n2024 \n\n**Holding**\n\n**Segment**\n  \n\n**Waste\nConversion**\n\n**segment**\n  \n\n**Discontinued**\n\n**Operations**\n\n**segment**\n  \nTotal \n\nRevenue and other income: \n    \n    \n    \n   \n\nConsulting revenue \n$-  \n$          -  \n$-  \n$- \n\nGain on forgiveness of debt \n 40,035  \n -  \n -  \n 40,035 \n\nRevenue and other income \n 40,035  \n -  \n -  \n 40,035 \n\nExpenses \n    \n    \n    \n   \n\nAdvertising & Marketing \n$184,000  \n$-  \n$-  \n$184,000 \n\nConsulting fees \n 355,409  \n -  \n -  \n 355,409 \n\nLicenses \n 201,471  \n -  \n -  \n 201,471 \n\nPlatform development \n 92,696  \n -  \n -  \n 92,696 \n\nStock based compensation (related and non-related party) \n 143,593  \n -  \n -  \n 143,593 \n\nRent \n 24,000  \n -  \n -  \n 24,000 \n\nProfessional fees \n 122,504  \n -  \n -  \n 122,504 \n\nOther general and administrative expenses \n 70,636  \n -  \n -  \n 70,636 \n\nChange in derivative liability \n 40,941  \n -  \n -  \n 40,941 \n\nInterest expense and charges - note payable \n 130,682  \n -  \n -  \n 130,682 \n\nAsset write off \n -  \n -  \n 1,554,250  \n 1,554,250 \n\nNet Income (loss) before income taxes \n$(1,325,897) \n$-  \n$(1,554,250) \n$(2,880,147)\n\n \n\nF-10\n\n \n\n \n\n**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n(CONT’D)**\n\n** **\n\n**Segmented Information- Balance Sheets**\n\n \n\n**2024**\n \n\n**Holding**\n\n**Segment**\n\n \n \n\n**Waste\nConversion Segment**\n\n \n \n\n**Discontinued**\n\n**Operations**\n\n \n \n**Total**\n \n\nTotal assets\n \n$\n682\n \n \n$\n         -\n \n \n$\n35,000\n \n \n**$**\n**35,682**\n \n\nLess: intersegment eliminations\n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n**-**\n \n\nNet assets\n \n$\n682\n \n \n$\n-\n \n \n$\n35,000\n \n \n**$**\n**35,682**\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nTotal liabilities\n \n$\n3,164,508\n \n \n$\n-\n \n \n$\n5,202,000\n \n \n**$**\n**8,366,508**\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n**-**\n \n\nLess: intersegment eliminations\n \n \n \n \n \n \n-\n \n \n \n(5,160,137\n)\n \n \n**(5,160,137**\n**)**\n\nTotal liabilities\n \n$\n3,164,508\n \n \n$\n-\n \n \n$\n41,863\n \n \n**$**\n**3,206,371**\n \n\n \n\nUse of Estimates\n\n \n\nThe preparation of consolidated financial statements\nin conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities\nand disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of\nrevenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material.\n\n \n\nCash and Cash Equivalents\n\n \n\nCash and cash equivalents include short-term,\nhighly liquid investments, such as cash on account with commercial banks, certificates of deposit or money market funds that are readily\nconvertible to known amounts of cash and have original maturities of three months or less. All cash balances are held by major banking\ninstitutions.\n\n \n\nContingent Liabilities:\n\n \n\nThe Company accounts for its contingent liabilities\nin accordance with ASC No. 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been\nincurred and the amount of the loss can be reasonably estimated.\n\n \n\nWith respect to legal matters, provisions are\nreviewed and financial information is adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of\nlegal counsel and other information and events pertaining to a particular matter. The Company is party to a lawsuit see note 11.\n\n \n\nIncome Taxes\n\n \n\nThe Company follows the liability method of accounting\nfor income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable\nto differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect\non deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment\ndate.\n\n \n\nFASB Accounting Standards Codification Topic\n740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements.\nASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position\nwill be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits\nof the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides\nguidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.\nWe have determined that the Company does not have uncertain tax positions on its tax returns for the years 2025, and prior. Based on\nthe evaluation of the 2025 transactions and events, the Company does not believe it has any material uncertain tax positions that require\nmeasurement.\n\n \n\nF-11\n\n \n\n \n\n**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n(CONT’D)**\n\n \n\nThe IRS requires all domestic corporations in\nexistence 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\nfor the fiscal years ended December 31, 2025, and 2024 and has not filed tax returns for either year. The Company has not received any\nnotifications from the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions\nand have not been reviewed by the taxing authority.\n\n \n\nOur policy is to recognize interest and/or penalties\nrelated to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at\nDecember 31, 2025 or 2024, and have not recognized interest and/or penalties in the consolidated statement of operations for the year\nended December 31, 2025 or 2024.\n\n \n\nWe are subject to taxation in the U.S. and the\nstate of California. The Company’s tax returns for tax years from 2022 to recent filings remain subject to potential examination\nby the tax authorities.\n\n \n\nAccounts Receivable\n\n \n\nThe collectability of accounts receivable is\ndetermined by the Company’s legal obligation for payment by the customer, as well as the ability of the customer to pay its debts.\nThe carrying amount of accounts receivable represents the maximum credit exposure of this balance.\n\n \n\nAccounts receivable primarily consists of amounts\ndue from customers for prior movie distribution rights and recyclable material intake and are reported at their net realizable value.\nFrom management’s best estimate, there is no allowance for doubtful accounts on December 31, 2025, and 2024. Management individually\nreviews accounts receivable balances and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance\nthat may not be collected and would directly write off these balances. Management considers several factors, including the age of the\nreceivables, current economic conditions and other information management obtains regarding the financial condition of customers. The\npolicy for determining the past due status is based on the contractual payment terms of each customer. If conditions are identified that\npose significant risk of non-collections the determination to directly write off uncollectible receivables is made.\n\n \n\nAllowance for Credit Losses\n\n \n\nThe Company estimates its allowance for credit\nlosses using the Current Expected Credit Loss (CECL) model under ASC 326. The CECL model requires recognition of expected credit losses\nover the contractual life of financial assets held at the reporting date, considering historical experience, current conditions, and\nreasonable and supportable forecasts.\n\n \n\nFinancial assets subject to CECL include trade\nreceivables, notes receivable, and held-to- maturity debt securities. The Company groups financial assets based on shared risk characteristics\nand evaluates them collectively. The allowance is measured using a combination of historical loss rates, adjusted for current economic\ntrends and forward-looking factors such as industry outlook and macroeconomic indicators (e.g., unemployment rate, GDP).\n\n \n\nUnder CECL, the carrying amount of a financial\nasset (net of the allowance for credit losses) represents the amount the Company expects to collect. This means that when the CECL estimate\nis appropriately recorded, the net reported balance of financial assets reflects management’s best estimate of collectible cash\nflows, based on available and supportable information.\n\n \n\nManagement reviews the adequacy of the allowance\nat each reporting period and updates estimates as appropriate. Changes in estimates are recorded in the income statement as a component\nof credit loss expense.\n\n \n\nF-12\n\n \n\n \n\n**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n(CONT’D)**\n\n \n\nEarnings per Share\n\n \n\nThe Company computes earnings (loss) per share\n(“EPS”) in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted\nEPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders\nby the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares\noutstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of\nshares assumed to be purchased from the exercise of warrants or stock options (Note 14 and Note 16 respectively). Diluted EPS excludes\nall dilutive potential shares if their effect is anti-dilutive.\n\n \n\nOn December 31, 2025\nthe Company had convertible debt outstanding, warrants exercisable to 7,437,500 shares of common stock and stock options exercisable\nto 35,213,334 shares of common stock. On December 31, 2024 the Company had convertible debt outstanding, warrants exercisable to 4,687,500\nshares of common stock and stock options exercisable to 33,213,334 shares of common stock. For both years the effect of exercisable options\nand warrants is anti-dilutive and they have been excluded from dilutive EPS.\n\n \n\nStock-Based Compensation\n\n \n\nThe Company has adopted FASB guidance on stock-based\ncompensation. Under ASC 718-10-30-2 Stock Compensation, all share-based payments to employees, including grants of employee stock options,\nare to be recognized in the consolidated statements of operations based on their fair values. The fair value of the options is calculated\nusing the Black Scholes valuation model (Note 16).\n\n \n\nThe Company has issued stock options to employees\nand non-employees. Stock options granted to non-employees for services or performance not yet rendered would be expensed over the service\nperiod or until the goals had been reached. Stock options granted to employees are expensed over the vesting period of the options. The\nfair value of stock options is determined on the grant date.\n\n \n\nForfeitures of options are recognized as they\noccur. Compensation cost previously recognized is reversed on the date of forfeiture for any options that are forfeited prior to the\ncompletion of the requisite service period or vesting period.\n\n \n\nCancellation of an award accompanied by the concurrent\ngrant of (or offer to grant) a replacement award of other valuable consideration is accounted for as a modification of the terms of the\ncanceled award. The total compensation cost measured on the date of a cancellation and replacement id the portion of the grant-date fair\nvalue of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date plus\nthe incremental cost resulting from the cancellation and replacement.\n\n \n\nA cancelation of an award that is not accompanied\nby the concurrent grant of (or offer to grant) a replacement award of other valuable consideration is accounted for as a repurchase for\nno consideration. Accordingly, any previously unrecognized compensation cost is recognized on the cancellation date.\n\n \n\nF-13\n\n \n\n \n\n**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n(CONT’D)**\n\n \n\nFair Value of Financial\nInstruments\n\n \n\nThe fair value is an exit price representing\nthe amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants.\nAs such, fair value of a financial instrument is a market-based measurement that should be determined based on assumptions that market\nparticipants would use in pricing an asset or a liability.\n\n \n\nA three-tier fair value hierarchy is established\nas a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:\n\n \n\n \n●\nLevel 1: Observable inputs that reflect quoted prices (unadjusted)\nfor identical assets or liabilities in active markets.\n\n \n●\nLevel 2: Observable inputs that reflect quoted prices for identical\nassets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other\nthan quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated\nby observable market data by correlation or other means.\n\n \n\n●\n\nLevel 3: Unobservable inputs reflecting our own assumptions incorporated\nin valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions\nthat are reasonably available.\n\n \n\nThe Company’s financial instruments consist\nof equity investments, note receivables, derivative liabilities and notes payable. The Company’s note receivables were indirectly\nwritten down to zero due to potential non-collections. The Company’s derivative liabilities have a fair value of zero principally\ndue to a decline in the stock price. These instruments are in level 3 of the fair value hierarchy.\n\n \n\nWhen determining fair value, whenever possible,\nthe Company uses observable market data and relies on unobservable inputs only when observable market data is not available. As at December\n31, 2025 and December 31, 2024, the Company did not have any level 1 or 2 financial instruments. At December 31, 2025 and December 31,\n2024 the Company’s level 3 financial instruments were derivative liabilities for warrants issued and outstanding that were not\nindexed to the Company’s stock, notes payable and notes receivable valued at their present values and equity investments in other\nentities.\n\n \n\nThe following table presents the Company’s\nassets and liabilities that are measured at fair value on a non-recurring basis at December 31, 2025.\n\n SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE NON RECURRING\n\n  \n\n****\n\n**Quoted Prices in Active Markets for Identical Assets\n(Level 1)**\n  \n\n**Significant Other Observable Inputs**\n\n**(Level2)**\n  \n\n**Significant**\n\n**Unobservable**\n\n**Inputs**\n\n**(Level3)**\n \n\nLiabilities \n    \n    \n   \n\nNotes payable, net \n -  \n -  \n$117,000 \n\nDerivatives liability \n -  \n -  \n$1,828,934 \n\nConvertible note payable \n -  \n -  \n$857,353 \n\n \n\nThe following table presents the Company’s\nassets and liabilities that are measured at fair value on a non-recurring basis at December 31, 2024.\n\n \n\n  \n\n**Quoted**\n\n**Prices**\n\n**in\nActive**\n\n**Markets\nfor**\n\n**Identical**\n\n**Assets**\n\n**(Level\n1)**\n  \n\n**Significant**\n\n**Other**\n\n**Observable**\n\n**Inputs**\n\n**(Level2)**\n  \n\n**Significant**\n\n**Unobservable**\n\n**Inputs**\n\n**(Level3)**\n \n\nLiabilities \n    \n    \n   \n\nNotes Payable \n      -  \n   -  \n$183,056 \n\nDerivative liability \n -  \n -  \n$40,943 \n\nConvertible note payable \n -  \n -  \n$1,293,409 \n\n \n\nF-14\n\n \n\n \n\n**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n(CONT’D)**\n\n \n\nDerivative Liabilities – Conversion\nFeatures\n\n \n\nThe Company evaluates whether embedded conversion\nfeatures in its financial instruments meet the criteria for separate accounting under ASC 815, “Derivatives and Hedging.”\nIf the conversion feature is not clearly and closely related to the host debt instrument and does not meet the scope exception for equity\nclassification, it is bifurcated and accounted for as a derivative liability.\n\n \n\nDerivative liabilities are initially measured\nat fair value on the issuance date and measured at each reporting period, with changes in fair value recognized in earnings. The fair\nvalue of these liabilities is determined by using appropriate valuation models, such as the Black-Scholes or binomial option pricing\nmodels, incorporating inputs such as the Company’s stock price, volatility, risk-free interest rate, and the terms of the conversion\nfeature. Inputs and factors that are subject to material changes that could impact derivative liabilities would include the change in\nstock price, exercise price indicated in contracts, volatility rate. These can result in material shifts in the derivative value from\nyear to year.\n\n \n\nRevenue recognition\n\n \n\nThe Company recognizes revenue under ASC 606,\nRevenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict\nthe transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to\nbe entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:\n\n \n\nStep 1: Identify the contract\nwith the customer\n\nStep 2: Identify the performance\nobligations in the contract\n\nStep 3: Determine the transaction\nprice\n\nStep 4: Allocate the transaction\nprice to the performance obligations in the contract\n\nStep 5: Recognize revenue\nwhen the Company satisfies a performance obligation\n\n \n\nThe transaction price is the amount of consideration\nto which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised\nin a contract with a customer may include fixed amounts, variable amounts, or both.\n\n \n\nWhen determining the transaction price, the Company\nalso considers the effects of all of the following:\n\n \n\n \n●\nVariable consideration\n\n \n●\nConstraining estimates of variable consideration\n\n \n●\nThe existence of a significant financing component in the contract\n\n \n●\nNoncash consideration\n\n \n●\nConsideration payable to a customer\n\n \n\nDuring the year ended December 31, 2024 decisions\nwere being made to divert the business’ focus from software development and consulting, and digital asset platforms to waste energy,\nand the Company also changed its name on September 6, 2024 from “Metaworks Platforms, Inc.” to “Waste Energy Corp”.\nThere remain a few customer projects that would continue to generate revenue from previous revenue streams whilst the Company restructures\nits operations to generate revenues in the waste-to-energy industry.\n\n \n\nThe Company plans to generate revenues in the\nwaste-to-energy industry and is evaluating various business opportunities to determine which line of business to pursue.\n\n \n\nF-15\n\n \n\n \n\n**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)**\n\n \n\nConsulting Services\n\n \n\nRevenue from Renewable Energy Consulting services\nis derived from advisory and implementation services related to clean energy solutions. Revenue is recognized in accordance with ASC\n606, Revenue from Contracts with Customers, when a service is performed for the customer, services may occur over time or under a services\ncontract or for a specific event as stipulated in client contracts. Contract terms typically provide for billing upon completion of defined\nmilestones or within standard payment cycles.\n\n \n\nMovie Distribution Revenue\n\n \n\nMovie distribution revenue is derived from the\nuse of the Company’s intangible assets. Revenues earned to date are from nonrefundable minimum guaranteed payments recognized on\nthe date distribution rights were granted to the purchaser and royalty revenues when certain cost recuperation thresholds and other contractual\nconditions are met. Future revenues may be recognized from revenue generated by the purchaser or by additional distribution sales over\nthe term of the movie rights license. During 2024 operations ceased due to Management’s decisions to pursue a new line of business\nin renewable waste energy. There may be rights to residual collections from a past contract that may be transferred to a functioning\nentity at a future date.\n\n \n\nFunds received for unearned revenue are deferred\nrevenue on the consolidated balance sheet and are recognized as revenue upon completion of milestones or specified tasks.\n\n \n\nRecyclable material intake\n\n \n\nThe Company recognizes revenue from waste tires\nreceived from customers. Customers pay the Company for the collection, acceptance, and processing of waste tires. Revenue is recognized\nin accordance with ASC 606, Revenue from Contracts with Customers, at the point in time when the company accepts the waste material for\nprocessing and the agreed fee is due from the customer.\n\n \n\nDisaggregated Revenue Disclosure\n\n \n\nThe Company’s customers or sources of revenue\ngeneration were only in the United States during the period ended December 31, 2025. Below is a table of revenue by type:\n\n SCHEDULE\nOF DISAGGREGATED REVENUE DISCLOSURE\n\nRevenue Type \nDecember 31, 2025  \nDecember 31, 2024 \n\nRenewable consulting revenue \n 416,667  \n    - \n\nRecyclable Material intake revenue \n 7,500  \n - \n\nRevenue \n 424,167  \n - \n\n \n\nOperating Leases\n\n \n\nThe Company accounts for leases in accordance\nwith ASC 842, Leases. At the commencement of a lease, the Company determines whether the arrangement is a finance or operating lease.\nOperating lease right-of-use (“ROU”) assets and related lease liabilities are recognized based on the present value of lease\npayments over the lease term at the commencement date. The Company uses its incremental borrowing rate to determine the present value\nof future lease payments when the implicit rate in the lease is not readily determinable.\n\n \n\nROU assets include any prepaid lease payments\nand are reduced by lease incentives received. Lease expense for operating leases is recognized on a straight-line basis over the lease\nterm. Short-term leases (terms of twelve months or less) are not recorded on the balance sheet, and payments are recognized as expense\nwhen incurred\n\n \n\nF-16\n\n \n\n \n\n**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n(CONT’D)**\n\n \n\nRecent Accounting Pronouncements\n\n \n\nEnvironmental Credits (Proposed Topic 818) -\nNew guidance on how to account for environmental credits like carbon offsets and renewable energy certificates. Focus on consistent recognition,\nmeasurement, and disclosure. Still in proposal stage (comment period through April 2025).\n\n \n\nDisaggregation of Income Statement Expenses (ASU\n2024-03) - Companies must break out major expense categories (e.g., labor, depreciation) in the notes to financial statements. Aimed\nat improving transparency. Effective for annual periods after Dec 15, 2026 (early adoption allowed).\n\n \n\nIncome Tax Disclosure Improvements (ASU 2023-09)\n- Requires clearer details on income taxes paid (by federal, state, and foreign) and better breakdowns of rate reconciliations. Helps\ninvestors better understand a company’s tax situation.\n\n \n\n**3. CONCENTRATION AND CREDIT RISK**\n\n \n\nFinancial instruments which potentially subject\nthe Company to credit risk, consist principally of cash. Cash is maintained with a major financial institution in the USA that is creditworthy.\nThe Company maintains cash in a bank account insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC). At December\n31, 2025 and 2024, no cash balances were in excess of federally insured limits.\n\n \n\nDuring the period ended December 31, 2025 total\nconsulting revenue was generated from one customer and amount to $416,667. During the period ended December 31, 2024, the Company generated\nno revenues, and therefore had no significant customers.\n\n \n\nDuring the period ended December 31, 2025, one\ncustomer individually made up 10%\nor more of total accounts receivable, their balances amounted to $7,500\nand represents 100%\nof the total. During the year ended December 31, 2024, one customer made up 10%\nor more of total accounts receivable, their balances amounted to $35,000\nand represents 100%\nof the total. Collection of this debt is unlikely therefor an allowance has been established for 100% ($35,000) of this.\n\n \n\n**4. DISCONTINUED OPERATIONS**\n\n** **\n\nDuring 2024 operations in digital platform consulting,\nNFT market and movie rights ceased due to Management’s decisions to pursue a new line of business in renewable waste energy.\n\n \n\nNo asset or liability was held for sale and therefore\nnot disclosed separately. Revenues and costs directly related to the generation of these revenues were separated for discontinued operations\ndisclosure and reporting purposes.\n\n** **SCHEDULE\nOF DISCONTINUED OPERATIONS\n\nDiscontinued operations - net income (loss) \nDecember 31, 2025  \nDecember 31, 2024 \n\nRevenue \n    \n   \n\nConsulting services \n$  -  \n$- \n\n  \n    \n   \n\nExpenses: \n    \n   \n\nLoss on impairment of software \n -  \n 1,554,250 \n\nNet loss from discontinued operations \n$- \n$(1,554,250)\n\n  \n    \n   \n\nDiscontinued operations - cash flows \n    \n   \n\nNet loss for the year from discontinued operations \n - \n (1,554,250)\n\nLoss on impairment of software \n -  \n 1,554,250 \n\nNet cash (used in) operating activities from discontinued\noperations \n$-  \n$- \n\n \n\nF-17\n\n \n\n \n\n**5. ACCOUNTS RECEIVABLE**\n\n \n\nAs of December 31, 2025, the Company had accounts\nreceivables of $7,500 compared to $35,000 as at December 31, 2024. Receivables consist of revenues generated through recyclable material\nintake and consulting revenue\n\n \n\nSCHEDULE\nOF ACCOUNTS RECEIVABLE\n\n**Accounts Receivable**\n \n**December 31, 2025**\n \n \n**December 31, 2024**\n \n\nAccounts receivable beginning balance\n \n$\n35,000\n \n \n$\n115,112\n \n\nBillings\n \n \n**7,500**\n \n \n \n-\n \n\nAllowance for uncollectable debt\n \n \n**(35,000**\n**)**\n \n \n-\n \n\nCollections\n \n \n**-**\n \n \n \n(80,112\n)\n\n**Accounts receivable ending balance**\n \n \n**7,500**\n \n \n \n35,000\n \n\n \n\n**6. CAPITAL INVESTMENT**\n\n \n\nAs of December 31, 2025, the Company acquired\nrenewable energy assets for a total cost of $653,250, comprising vendor payments of $310,000 and additional costs for freight, taxes,\nimport duties, and spare parts of $343,250. The assets will be used internally to support the Company’s renewable energy operations.\n\n \n\nAs of the reporting date, the asset had arrived\nat a U.S. port and was pending clearance with U.S. Customs. Accordingly, the asset does not yet meet the criteria for capitalization\nunder ASC 360, Property, Plant, and Equipment. Instead, these payments have been classified as a capital advance on the balance sheet,\npending its transfer of control and the Company obtaining custody of the asset.\n\n \n\nThe asset cleared U.S. Customs and\ncustody was transferred to the Company in April 2026, at which point the Company anticipates reclassifying the capital advance to Property,\nPlant, and Equipment upon the asset being placed in service. The Company will begin depreciation in accordance with its fixed asset depreciation\npolicy once the asset is placed in service.\n\n \n\n**7. NOTES RECEIVABLE**\n\n** SCHEDULE OF NOTES RECEIVABLE**\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\n  \n   \n  \n\nNotes receivable - Enderby – current portion \n 2,426,286  \n 2,180,479 \n\nAllowance for doubtful accounts, Enderby \n (2,426,286) \n (2,180,479)\n\nNotes receivable, Enderby – net \n -  \n - \n\n \n\nThe allowance for doubtful accounts for the notes\nreceivable converted to shares in the quarter ended June 30, 2024 was recovered resulting in a gain of $446,071. The investment was booked\nat cost and its full cost was impaired as Fogdog is a private unaudited entity with no active market and its value could not be substantiated\nfor reporting purposes, this resulted in an impairment loss of $446,071 during the fiscal year ended December 31, 2024. The loss from\nthe investment impairment and the gain from the recovery of the note receivable settled were charged to the same classification on the\nstatement of operations resulting in no value reported to impact net loss for the year ended December 31, 2025 and 2024.\n\n \n\nOn August 20, 2021, the Company loaned an additional\n$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\nnote was amended making the maturity date December 31, 2028. The note may not be prepaid without the written consent of the Company.\nOn April 10, 2024, the Company and Fogdog agreed to an extension of terms on the note, amending the maturity date to December 31, 2029\n\n \n\nF-18\n\n \n\n \n\n**7. NOTES RECEIVABLE (CONT’D)**\n\n \n\nDuring the year ended December 31, 2024,\nthe Company acquired certain assets of Fogdog for a final settlement of the Notes receivable and made a payment of $200,000\nto Fogdog as a licensing fee for the development of waste-to-energy equipment. The resulting note receivables due from Fogdog was directly\nwritten off in 2024 and the related assets development costs were also written off due to the Company deciding to potentially not pursue\nthe development of this equipment because it obtained a more cost-effective estimate for the design and development of similar waste-to-energy\nequipment. Total owed from Fogdog for notes receivable on December 31, 2025 and 2024 was Nil.\n\n \n\nOn March 15, 2023, the Company signed an agreement\nwith its partner in the jointly-owned subsidiary EnderbyWorks to become the 100%\nowner of the entity. Enderby Entertainment exchanged its 49%\ninterest in EnderbyWorks to the corporation for forgiveness of outstanding payables amounting to $190,147\nand the assumption of the secured promissory note of $1,828,000\ndue to the Company by Enderby Entertainment Inc. This note receivable had an annual interest rate of 8% and was payable on July\n6, 2024. On September 30, 2024, the note was in default and now accrues interest at rate of 18%\nper annum. There is also a royalty clause on the existing assets that EnderbyWorks will pay Enderby Entertainment 50% of the first $6,000,000\nin net revenue, if revenue is earned by EnderbyWorks in the future. The note is deemed potentially non-collectible. In 2023, an allowance\nfor potential non-collections was allocated to the note, resulting in an impairment loss of $2,097,542. An additional allowance of $246,105\nwas incurred for the year ended December 31, 2025, and $82,937\nwas created for the year ended December 31, 2024. As of December 31, 2025, the allowance for credit losses on notes receivables is $2,426,286.\n\n \n\n**8. LOAN PAYABLES**\n\n \n\n**Notes Payable**\n\n \n\nOn June 14, 2022, the Company issued a promissory\nnote payable for $117,000. The promissory note is unsecured, payable on demand, and was set to mature on August 13, 2022. The promissory\nnote 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\nAugust 9, 2022, a promissory note extension was signed, extending the maturity date of the note payable to February 14, 2023. The note\nrequires monthly payment of $13,077 over 10 months. On January 31, 2023, the Company signed an amendment to extend the maturity date of\nthe 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\nDecember 31, 2025 and 2024 is $117,000. Accrued interest on this loan is $31,957 and $22,655 on December 31, 2025 and 2024 respectively.\nThe note went into default during 2024, and management is currently negotiating an extension with the loan holder.\n\n \n\nOn November 8, 2022, the Company entered into a promissory\nnote agreement to raise $116,760. The note had a discount of $12,510 and fees of $4,250, resulting in net proceeds of $100,000. The note\nwas unsecured, had a one-time interest charge of $14,011, and matured on November 8, 2023. The note’s total of $130,771 (including\nprincipal, interest, and fees) was repaid in ten payments, each in the amount of $13,077 with the first payment made on December 30, 2022,\nand nine subsequent payments each month thereafter with a five-day grace period with respect to each payment. During 2024 the remaining\nprincipal and interest totaling $10,637 was paid in full.\n\n \n\nOn April 19, 2023, the Company entered into a promissory\nnote agreement with one subscriber to raise a net amount of $75,000. The promissory note was in the amount of $88,760, plus a one-time\ninterest charge of 13% ($11,538), which accrued on the issuance of the promissory note, was unsecured and matured on April 19, 2024. We\nalso agreed to an original issuance discount of $9,510. The total amount of the promissory note of $100,298 (including principal, interest\nand fees) was repaid in ten payments each in the amount of $10,030, the first payment was due on May 30, 2023, with nine subsequent payments\neach month thereafter. During the year ended December 31, 2024 the remaining balance of $26,188 was repaid.\n\n \n\nOn September 5, 2023, the Company entered into a promissory\nnote agreement with one subscriber (the “Holder”) to raise a net amount of $104,250. The principal of the Promissory Note\nwas $119,888, plus a one-time interest charge of 11% ($13,187), which accrued on issuance of the Promissory Note. It was unsecured and\nmatured on July 15, 2024. We also agreed to an original issuance discount of $15,637. The total amount of the Promissory Note of $133,074\n(including principal and interest) was repaid in ten payments of $13,307, the first payment was due on October 15, 2023, with nine subsequent\npayments each month thereafter. In the event of a default, the Promissory Note was convertible into shares of our common stock. In a default\nsituation the Holder will have the right to convert all or any part of the outstanding and unpaid amount of the Promissory Note into shares\nof our common stock at a conversion price that is equal to the lowest trading price for the shares of common stock during the 25 trading\ndays prior to the conversion date. Upon the occurrence and during the continuation of any event of default, the Promissory Note will immediately\nbecome immediately and payable and, if we wish to repay the Promissory Note in cash, we must pay an amount equal to 200% of the then outstanding\nprincipal amount of the Promissory Note plus accrued and unpaid interest on the unpaid principal amount of the Promissory Note plus any\ndefault interest, if any. During the year ended December 31, 2024 the balance of $95,750 was fully paid.\n\n \n\nOn December 5, 2023, the Company entered into a promissory\nnote agreement with one subscriber (the “Holder”) to raise a net amount of $45,000. The Promissory Note was in the amount\nof $52,500, plus a one-time interest charge of 10% ($3,697), which accrued on issuance of the Promissory Note, was unsecured and matured\non September 15, 2024. We also agreed to an original issuance discount of $2,500. In the event of a default, the Promissory Note was convertible\ninto shares of our common stock. In a default situation the Holder had the right to convert all or any part of the outstanding and unpaid\namount of the Promissory Note into shares of our common stock at a conversion price that is Variable Conversion Price subject to equitable\nadjustment by the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable\nConversion Price” shall mean 61% multiplied by the Market Price (representing a discount rate of 39%). “Market Price”\nmeans the lowest Trading Price for the Common Stock during the fifteen Trading Day period ending on the latest complete During the year\nended December 31 2024 the company converted debt of $52,500 and accrued interest of $2,625 into 8,506,283 shares of common stock.\n\n \n\nF-19\n\n \n\n \n\n**8. LOAN PAYABLES (CONT’D)**\n\n \n\nOn July 2, 2024, the Company closed on a convertible\npromissory note (the “Promissory Note”) and entered into a securities purchase agreement dated July 1st, 2024 with one subscriber\n(the “Holder”) to raise a net amount of $90,000, pursuant to the terms and subject to the conditions of the convertible promissory\nnote issued to the Holder (the “Promissory Note”). The Promissory Note is in the amount of $115,200, is unsecured and matures\non May 15, 2025 (the “Maturity Date”). We also agreed to an original issuance discount of $19,200. The Promissory Note bears\ninterest at the rate of 10% per annum on the unpaid principal balance from July 1st, 2024 until the Maturity Date. Any amount of principal\nor interest on the Promissory Note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until\nthe same is paid. The Promissory Note is convertible into shares of common stock of the Company only in the event of a default, upon the\nterms and subject to the limitations and conditions set forth in the Promissory Note. Upon the occurrence and during the continuation\nof any event of default, the Promissory Note will immediately become payable on the conditions as set forth in the Promissory Note. The\nbalance at December 31, 2025 was $0 and the balance on December 31, 2024 was $78,022, which includes $11,966 in accrued interest. As of\nDecember 31, 2025 the promissory note was paid in full.\n\n** **\n\n**Convertible Notes Payable**\n\n \n\nOn June 16, 2023, Waste Energy acquired software,\nincluding a Web3 business metaverse platform, Chat GPT-powered AI avatar technology, and domain portfolio, including UtopiaVR.com. This\nacquisition also includes a patent-pending IP technology relating to metaverse haptics that will hold potential for future development\nand licensing opportunities. Consideration for the acquisition of the assets included: (i) the issuance of 7,000,000 shares of common\nstock of the Company (each, a “Share”); (ii) the issuance of a convertible promissory note in the principal amount of $700,000,\nwhich 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\nprice of $0.10 per Share; and (iii) the issuance of a convertible promissory note in the principal amount of $154,250, which matured on\nJuly 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\n$0.10 per Share. On December 31, 2024 the balance owed to the software developer was $854,250. These notes were non-interest-bearing.\nThis note was in default as of December 31, 2024. On August 15, 2025, the Company settled a note payable to one of its principal shareholders\nthrough the issuance of common shares valued at $66,000, resulting in a gain on debt settlement of $788,250. As of December 31, 2025,\nthe shares had not yet been issued, and the amount has been recorded as stock subscription payable within the equity section of the balance\nsheet and included in the statement of stockholders’ equity. The Company is obligated to issue 2,000,000 common shares to settle\nthe debt.\n\n \n\nOn March 4, 2024, the Company officially entered into\na promissory note agreement that was dated March 1, 2024 with one subscriber (the “Holder”) to raise a net amount of $75,000,\npursuant to the terms and subject to the conditions of the unsecured promissory note issued to the Holder (the “Promissory Note”).\nThe Promissory Note is in the amount of $80,000, plus a one-time interest charge of 15% ($14,400), which began to accrue interest on the\nunofficial issuance date, was unsecured and matured on December 30, 2024. The Company also agreed to an original issuance discount of\n$16,000. The total amount of the Promissory Note is $110,400 (including principal and interest). The note was to be paid by various balloon\npayments of $55,200 due on August 30, 2024 and payments of $13,800 on the 30th of each month starting September 30, 2024. There was a\nfive-day grace period with respect to each payment. During the year ended December 31, 2025 the balance was converted to shares. The principal\nbalance on December 31, 2024 was $43,200, and no interest balance was owed.\n\n \n\nOn June 11, 2024, the Company entered into a Convertible\nLoan Agreement (“Agreement”) with a holder for a principal amount of $375,000. The Agreement bears interest at 10% per\nannum and was originally scheduled to mature on June 11, 2025. Under the terms of the Agreement, the holder can convert\nall or any portion of the unpaid principal and accrued interest into shares of the Company’s common stock at a conversion price\nof $0.025 per share.\n\n \n\nOn June 5, 2025, the Company received an additional\n$50,000 under the existing Convertible Loan Agreement, subject to the same terms and conditions as the original loan, increasing total\nproceeds to $425,000. Following the original lender’s death in quarter 3, the lender’s spouse assumed his rights and obligations\nunder the Agreement. On July 10, 2025, the spouse executed an amendment to the Convertible Loan Agreement, extended the maturity date\nto July 10, 2026. On July 10, 2025, the Company received an additional $100,000 under the amended Agreement increasing the total principal\namount to $600,000, and revising the conversion price to $0.02 per share. On October 21, 2025 the company received an additional $50,000\nand on December 10, 2025 an additional $75,000 was received. All other terms and conditions remained substantially unchanged. As of December\n31, 2025, and 2024, the outstanding principal was $650,000 and $375,000, respectively and accrued interest totaled $68,123 and $20,959\nrespectively.\n\n \n\nOn June 9, 2025, the Company entered into a promissory\nnote 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\ninterest charge of 12% ($14,766), which accrues on the issuance of the promissory note, is unsecured and matured on April 15, 2026. The\nCompany also agreed to an original issuance discount of $16,050. The total amount of the promissory note of $137,816 (including principal,\ninterest and fees) will be repaid in ten payments each in the amount of $13,781.60, the first payment was due on July 15, 2025, with nine\nsubsequent payments each month thereafter. Upon the occurrence and during the continuation of any Event of Default, the promissory note\nshall become immediately due and payable for an amount equal to 200% times the sum of (w) the then outstanding principal amount of this\nNote plus (x) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (y) Default Interest.\nAfter any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at the Variable\nConversion Price of 65% multiplied by the Market Price (representing a discount rate of 35%). “Market Price” means the lowest\nTrading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day\nprior to the Conversion Date. As of December 31, 2025, the loan balance outstanding was $46,958, with accrued interest of $5,130.\n\n \n\nOn June 26, 2025, the Company entered into a promissory\nnote agreement (“Note”) with one subscriber to raise a net amount of $75,000, pursuant to the terms and subject to the conditions\nof the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $95,120, plus a one-time interest charge\nof 13% ($12,365), which accrues on the issuance of the promissory note, is unsecured and matured on April 30, 2026. The Company also agreed\nto an original issuance discount of $13,120. The total amount of the promissory note of $107,485 (including principal, interest and fees)\nwill be repaid in five installments, the first payment is due on December 30, 2025 for $53,742.50, with four subsequent payments of $13,435.61\neach month thereafter. There is a five-day grace period with respect to each payment. Upon the occurrence and during the continuation\nof any Event of Default, the promissory note shall become immediately due and payable for an amount equal to 200% times the sum of (w)\nthe then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of the note to\nthe date of payment plus (y) Default Interest After any event of default, any outstanding and unpaid amount of the promissory note can\nbe converted to common shares at the Variable Conversion Price of 65% multiplied by the Market Price (representing a discount rate of\n35%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day\nperiod ending on the latest complete Trading Day prior to the Conversion Date. As of December 31, 2025, the loan balance outstanding was\n$45,904, with accrued interest of $4,817.\n\n \n\nF-20\n\n \n\n \n\n**8. LOAN PAYABLES (CONT’D)**\n\n \n\nOn August 27, 2025, the Company entered into a promissory\nnote agreement (“Note”) with one subscriber to raise a net amount of $75,000. The promissory note is in the amount of $95,120,\nplus a one-time interest charge of 13% ($12,365), which accrues on the issuance of the promissory note, is unsecured and matured on June\n30, 2026. The Company also agreed to an original issuance discount of $13,120. The total amount of the promissory note of $107,485 (including\nprincipal, interest and fees) will be repaid in five installments, the first payment is due on February 28, 2025 for $53,742.50, with\nfour subsequent payments of $13,435.61 each month thereafter. There is a five-day grace period with respect to each payment. Upon the\noccurrence and during the continuation of any Event of Default, the promissory note shall become immediately due and payable for an amount\nequal to 200% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid\nprincipal amount of the note to the date of payment plus (y) Default Interest. After any event of default, any outstanding and unpaid\namount of the promissory note can be converted to common shares at the Variable Conversion Price of 65% multiplied by the Market Price\n(representing a discount rate of 35%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock\nduring the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. As of December 31, 2025,\nthe loan balance outstanding was $95,623, with accrued interest of $12,365.\n\n \n\nOn August 26, 2025, the Company issued a $150,000\nconvertible redeemable note to the Holder, bearing interest at 6% per annum and maturing on August 26, 2026. The note included an original\nissue discount of $15,000, resulting in net proceeds of $135,000. Beginning six months after issuance, the Holder may convert all or part\nof the outstanding balance into common stock at 60% of the lowest trading price of the shares during the twenty trading days preceding\nconversion. As of December 31, 2025, the outstanding principal balance under the note was $150,000, and accrued interest totaled $3,132.\n\n \n\nOn November 7, 2025, the Company issued a $120,000\nconvertible redeemable note to the Holder, bearing interest at 6% per annum and maturing on November 7, 2026. The note included an original\nissue discount of $17,000, resulting in net proceeds of $103,000. Beginning six months after issuance, the Holder may convert all or part\nof the outstanding balance into common stock at 60% of the lowest trading price of the shares during the twenty trading days preceding\nconversion. As of December 31, 2025, the outstanding principal balance under the note was $120,000, and accrued interest totaled $1,065.\n\n \n\nOn November 19, 2025, the Company issued a $110,000\nconvertible redeemable note to the Holder, bearing interest at 12% per annum and maturing on November 19, 2026. The note included an original\nissue discount of $29,000, resulting in net proceeds of $81,000. Upon default, the Holder may convert all or a portion of the note at\na price equal to 65% of the lowest traded price of the Common Stock on the Principal Market on any Trading Day during the fifteen (15)\nTrading Days prior to the respective Conversion Date, subject to adjustment as provided in this Note. On December 27, 2025 a payment on\nprincipal was made for $12,000 as per the terms of the agreement. As of December 31, 2025, the outstanding principal balance under the\nnote was $110,000, and accrued interest totaled $1,200.\n\n \n\nOn November 20, 2025, the Company issued a $110,000\nconvertible redeemable note to the Holder, bearing interest at 8% per annum and maturing on November 20, 2026. The note included an original\nissue discount of $13,500, resulting in net proceeds of $96,500. Upon default, the Holder may convert all or a portion of the note at\na price equal to 65% of the lowest traded price of the Common Stock on the Principal Market on any Trading Day during the fifteen (15)\nTrading Days prior to the respective Conversion Date, subject to adjustment as provided in this Note. As of December 31, 2025, the outstanding\nprincipal balance under the note was $110,000, and accrued interest totaled $8,800.\n\n \n\nOn December 15, 2025, the Company issued a $140,000\nconvertible redeemable note to the Holder, bearing interest at 8% per annum and maturing on December 15, 2026. The note included an original\nissue discount of $20,000, resulting in net proceeds of $120,000. Upon default, the Holder may convert all or a portion of the note at\na price equal $0.03 (the “Fixed Price”), provided, however, that at all times on or following the earlier of (i) the date\nthat an Event of Default (as defined in this Note) occurs under this Note or (ii) the date that the Borrower fails to pay any Amortization\nPayment (as defined in this Note) when due as provided in Section 4.16 of this Note, the Conversion Price shall equal the lesser of (a)\nthe Fixed Price and (b) the Market Price (in each case subject to adjustment as provided in this Note). “Market Price” shall\nmean 65% of the lowest traded price of the Common Stock on the Principal Market during the fifteen (15) Trading Day period immediately\npreceding the respective Conversion Date As of December 31, 2025, the outstanding principal balance under the note was $140,000, and accrued\ninterest totaled $14,000.\n\n \n\nF-21\n\n \n\n \n\n**9. DERIVATIVE LIABILITIES**\n\n** **\n\nThe Company has various convertible notes outstanding\nthat requires derivative liability considerations for its conversion features.\n\n \n\nThe following table summarizes the changes in\nderivative liability:\n\n \n\nSCHEDULE OF CHANGES IN DERIVATIVE LIABILITY\n\nDescription \nDecember 31, 2025  \nDecember 31, 2024 \n\nDerivative Liability beginning balance \n$40,941  \n$- \n\nDerivative Liability  \n$40,941  \n$- \n\nInitial recognition of derivatives \n 2,214,427  \n 1,370 \n\nChange in fair value \n (385,493) \n 40,941 \n\nSettlements/conversions \n (40,941) \n (1,370)\n\nDerivative Liability ending balance \n$1,828,934  \n$40,941 \n\nDerivative Liability \n$1,828,934  \n$40,941 \n\n** **\n\nDuring the year ended December 31, 2025, the\nCompany recognized a gain of $385,493 resulting from the decrease in the fair value of its derivative liabilities. The gain was\nincluded in “Change in derivative liability” in the consolidated statement of operations.\n\n \n\nDerivative liability is recognized as a present\nobligation determined using valuation techniques that rely on market-based or model-based assumptions, and may not require settlement\nin the form of cash or transfer of assets. Its actual settlement amount and timing are variable and contingent on underlying factors.\n\n \n\nThe following table summarizes the weighted average\nkey inputs used in the Black-Scholes model for all outstanding conversion feature derivative liabilities as of the measurement dates:\n\n \n\nSCHEDULE OF DERIVATIVE LIABILITY EVALUATIONS\n\nInput \n\n**Weighted\nAvg. at**\n\n**Inception\nDate**\n  \n\n****\n\n**December\n31, 2025**\n \n\nStock price \n$0.054  \n$0.046 \n\nExercise price (conversion price) \n$0.024  \n$0.0174 – 1.00 \n\nRisk-free interest rate \n 3.91  \n 3.48%\n\nExpected term (years) \n 1.26  \n 0.29 – 4.89 \n\nExpected volatility \n 237.27% \n 174.89% - 216.66%\n\nDividend yield \n 0% \n 0%\n\n \n\n**10. DEFERRED REVENUE**\n\n \n\nPrior to December 31, 2024, the Company received\n$77,700 cash from customers as deposits for work to be performed for discontinued operations. As of December 31, 2025, the products had\nnot been delivered to the customers, therefore the deposits have been reclassified as deposits payable.\n\n \n\nDuring the year ended December 31, 2025 the Company\nreceived $500,000 towards 12-month consulting contract. The company has recognized ten months of this revenue, resulting in $416,667 in\nreduction to the deposit received.\n\n \n\nSee table below for transactions that occurred\nduring the year:\n\n \n\nSCHEDULE OF DEFERRED REVENUE\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nOpening \n$77,700  \n$77,700 \n\nTransfers to deposits payable \n (77,700) \n - \n\nCustomer deposits received \n 500,000  \n - \n\nConsulting fee earned \n (416,667) \n - \n\nTotal deferred revenue \n 83,333  \n 77,700 \n\n \n\nF-22\n\n \n\n \n\n**11. COMMITMENTS AND CONTINGENCIES**\n\n \n\nContingent Commitments\n\n \n\nThe Company entered into a rental agreement with\na related party on August 23, 2021, for its corporate office address on 3250 Oakland Hills Court, Fairfield, California, 94534. The lease\nexpired on August 31,2022; it was originally for one year at a rate of $2,000/month.\nSince its expiration there has been no formal agreement written to extend the rent arrangement, but it is informally extended on a month-to-month\nbasis. During 2025 and 2024, a total of $24,000 was\nincurred for lease expense because of this. This lease arrangement is considered temporary due to the projected expansion of its business\nand may not be suitable within a 1-year period. The Company therefore is evaluating its lease needs on a year-to-year basis, and the\nlease is therefore exempt from ASC 842.\n\n \n\n**Pledged Receivable**\n\n \n\nIn 2019, the Company agreed to pledge the\ncollections of a specific uncollected customer invoice in the amount of $752,500\nas collateral for a loan made by LarCo Holdings, LLC (“LarCo”),\nan unrelated party, to a vendor of the Company (the “Vendor”) and a former executive. The Company subsequently executed acknowledgments\nin connection with amendments to the loan dated July 2, 2019, July 8, 2020, April 1, 2021, and April 17, 2023, each confirming the same\nconditional undertaking: should the Company collect on the pledged invoice, in whole or in part, it would remit the proceeds of that collection\nto LarCo to be applied against the vendor loan. The Company has never collected on the specified customer invoice, and no amount related\nto the invoice was included in gross accounts receivable at December 31, 2025 or 2024. The Company is party to litigation related to this\narrangement, as described below.\n\n \n\n**LarCo Holdings, LLC Litigation**\n\n \n\nOn July 31, 2024, LarCo filed a complaint in the Superior Court of\nthe State of Arizona, Maricopa County (Case No. CV2024-020438), against the Company; the Vendor; certain current and former executives\nand affiliates of the Vendor and of the Company’s predecessor entities, and their spouses; and other defendants. The claims arise\nfrom the 2019 private loan transaction described above, to which the Company was not a party. The Company’s undertaking in connection\nwith that loan was conditional upon actual collection of the pledged invoice, which has not occurred. Accordingly, the Company believes\nit has no independent payment obligation to LarCo under the acknowledgment.\n\n \n\nOn June 13, 2025, judgment on the loan was entered\nin LarCo’s favor against the Vendor and a former executive of the Company’s predecessor, and on September 17, 2025, an amended\njudgment was entered against those parties in the approximate amount of $1.57 million. The Company was not a party to, and has no liability\nunder, that judgment.\n\n \n\nOn January 15, 2026, subsequent to the balance\nsheet date, LarCo filed a First Verified Amended Complaint (the “Amended Complaint”) asserting claims against the Company\nfor breach of contract, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, fraud-based claims,\nconversion, unjust enrichment, and aiding and abetting. As against the Company, the Amended Complaint seeks, among other things, $752,500\nin respect of the pledged invoice; joint and several liability for the approximately $1.57 million judgment previously entered against\nthe co-defendants described above; $1,875,000 asserted against all defendants in respect of certain pledged shares; punitive damages;\nand attorneys’ fees and costs. LarCo has also asserted purported rights, as a judgment creditor of the Vendor and the former executive,\nagainst amounts allegedly owed by the Company to those parties. The Company disputes that it owes any amounts subject to such claims,\ndisputes the validity and enforceability of the asserted rights as against the Company, and has formally responded accordingly.\n\n \n\nThe Company believes the claims asserted against\nit are without merit, disputes the factual premises of the fraud-related allegations, and intends to defend the matter vigorously, including\nthrough dispositive motions. The Company is evaluating all rights, remedies, claims, and counterclaims available to it arising from this\nmatter and reserves all such rights.\n\n \n\nManagement has determined that a loss related\nto this matter is not probable and that the amount or range of any reasonably possible loss cannot be estimated at this time, principally\nbecause dispositive motions directed at the claims that would define any such range remain to be adjudicated and the damages theories\nasserted are disputed. Accordingly, no loss contingency has been recorded in respect of this matter as of December 31, 2025.\n\n  \n\nF-23\n\n \n\n \n\n**12. OPERATING LEASE**\n\n \n\nThe Company entered into an operating lease for\nits office premises beginning July 15, 2025, and expiring July 31, 2028. Monthly rent payments range from $7,500 to $12,000 over the\nlease term, totaling $404,500. At commencement, the Company recognized a right-of-use asset and lease liability of approximately $326,462,\nbased on the present value of future lease payments using an incremental borrowing rate of 13%.\n\n \n\nLease expense is recognized on a straight-line\nbasis over the lease term. For the year ended December 31, 2025, total lease expense was approximately $82,723. The lease agreement also\nprovides the Company with an option to purchase the leased property for $1,500,000 at any time within 18 months from the effective date\nof the lease, subject to providing 90 days’ notice and maintaining timely rent payments as defined in the lease.\n\n \n\nThe future minimum operating lease payments as\nof December 31, 2025, are as follows:\n\n \n\nSCHEDULE OF FUTURE MINIMUM OPERATING LEASE PAYMENTS\n\n**Year Ending December 31**** **\n**Amount ($)**** **\n\n2026 \n 135,000 \n\n2027 \n 144,000 \n\n2028 \n 84,000 \n\nTotal Lease Payments \n 363,000 \n\nLess: Imputed Interest \n (57,122)\n\n**Present Value of Lease Liability**** **\n** ****305,878**** **\n\n \n\n**13. RELATED PARTY TRANSACTIONS**\n\n \n\nOn January 22, 2018, the Company appointed James\nGeiskopf as Lead Director. On June 28, 2024, James resigned from the Company’s Board of Directors. As of December 31, 2025, the Company has accounts payable and accrued expenses owed to this related party of $99,244, and $75,245 at December 31, 2024.\n\n \n\nOn April 1, 2021, the Company appointed Cameron\nChell as Executive Chairman. On December 19, 2024, Cameron resigned from the Company’s Board of Directors. As of December 31, 2025\nand 2024, the Company had accounts payable and accrued expenses owed to this related party of $130,032.\n\n \n\nOur former Chairman, Cameron Chell\n(“Mr. Chell”) is the founder of Business Instincts Group, Inc. (“BIG”), a firm in the business of\nguiding early-stage ventures. On April 1, 2021, Mr. Chell was appointed Executive Chairman of the Company. On December 19, 2024, Mr.\nChell resigned from the Company’s Board of Directors. Following his resignation from the Board, Mr. Chell was appointed chairman of\nthe Company’s advisory board, a position he continues to hold as of the date of this Annual Report. During 2024, in the normal\ncourse of preparing the Company’s financial statements and evaluating historical transactions, the Company determined that Mr. Chell\nwas a related party of the Company at the time certain obligations to BIG and to Mr. Chell individually were incurred. As a result,\nBIG and Mr. Chell are treated as related parties for purposes of this disclosure.\n\n \n\nAs of December 31, 2025 and December 31,\n2024, the Company had recorded accounts payable and accrued expense balances in connection with BIG and Mr. Chell in the aggregate\namount of $672,524, consisting of $542,492\nrecorded in respect of BIG and $130,032 recorded in respect of Mr. Chell in his former capacity as Executive Chairman.\n\n \n\nThe entire aggregate balance is currently\ndisputed because Mr. Chell’s related-party status was not identified at the time the underlying obligations were incurred,\nboth in his capacity as founder of BIG and in his capacity as Executive Chairman of the Company. The Company is unable to confirm\nthat the recorded balances were properly authorized, appropriately valued, or incurred in accordance with the Company’s\nrelated-party transaction policies and applicable governance requirements. Accordingly, the amounts, if any, that may ultimately be\ndetermined to be due and owing to BIG or Mr. Chell are subject to ongoing review and negotiation between the parties, including\nconsideration of the Company’s right to offset against such amounts any costs and damages incurred as a result of the failure\nto identify and disclose the related-party relationship at the time the obligations were incurred. Until these matters are resolved,\nthe full recorded aggregate balance of $672,524\nshould be considered contingent and not an established obligation of the Company.\n\n \n\nSee also Item 3, “Legal Proceedings,” and Note 11, “Commitments and Contingencies,” for related\ndisclosures regarding the LarCo Holdings, LLC litigation.\n\n \n\nOn December 4, 2018, the Company appointed Swapan\nKakumanu as Chief Financial Officer. On March 5, 2025, Swapan resigned from the Company. As of December 31, 2025 and 2024, the Company\nhad no accounts payable and accrued expenses owed to him.\n\n \n\nOn October 9, 2017, the Company signed an agreement\nwith RTB LLP. a company owned by Swapan Kakumanu to provide accounting services. On December 31, 2024 the company owed a balance of $117,476\nto 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\nthese shares had not yet been issued, and accordingly, the balance owed was reclassified to the Stock subscription payable” account\nwithin stockholders’ equity and resulting in zero balance due at December 31, 2025.\n\n \n\nOn August 1, 2022, the Company appointed Scott\nGallagher as President. As of December 31, 2025 and 2024, the Company had accounts payable and accrued expenses owing to this related\nparty of $79,402 and $200,135.\n\n \n\nF-24\n\n \n\n \n\n**14. WARRANTS**\n\n \n\nA related party cancelled warrants outstanding\nduring 2024. All warrants outstanding on December 31, 2025 and December 31, 2024, have strike prices denominated in USD and met the criteria\nof equity instruments, therefore no derivative accounting necessary to determine a fair value. The following table summarizes changes\nin warrant outstanding in each period:\n\n \n\nSCHEDULE\nOF CHANGES IN WARRANTS OUTSTANDING\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nOutstanding at beginning of year \n 4,687,500  \n 10,279,664 \n\nIssuances \n 2,750,000  \n - \n\nCancellations \n -  \n (250,000 \n\nExpirations \n -  \n (5,342,164)\n\nOutstanding at end of period \n 7,437,500  \n 4,687,500 \n\nWeighted Average Price \n$0.65  \n$1.00 \n\nWeighted Average Remaining Years Outstanding \n 0.66  \n 1.40 \n\n \n\n**15. SHARE CAPITAL**\n\n \n\nOn January 6, 2024, the Company issued 920,000\nshares of common stock of the Company at a deemed price of $0.02 per share in settlement of amounts owed for services totaling $18,400.\nWe issued these shares to Scott Gallagher, the president of our company.\n\n \n\nOn March 1, 2024, the Company issued 2,500,000\nshares of common stock of the Company at a price of $0.02 per share for aggregate gross proceeds of $50,000. The purchaser is one individual\ninvestor.\n\n \n\nOn March 1, 2024 the Company converted\n$25,001\nof debt into 625,000\nshares of our common stock at a value of $.04\nper share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original\nagreement.\n\n \n\nOn March 1, 2024 the Company issued 4,600,000\nshares of our common stock in payment for a one-year production and media broadcast agreement valued at $184,000.\n\n \n\nOn June 7, 2024 the company converted $15,000\nof debt into 1,499,400\nshares of our common stock at a value of $.01\nper share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original\nagreement.\n\n \n\nOn June 20, 2024 the Company converted\n$15,000\nof debt into 1,704,545\nshares of our common stock at a value of $.009\nper share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original\nagreement.\n\n \n\nOn June 27, 2024 the Company converted\n$15,000\nof debt into 2,138,275\nshares of our common stock at a value of $.007015\nper share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original\nagreement.\n\n \n\nOn July 4, 2024 the Company converted $10,125\nof debt into 3,164,063\nshares of our common stock at a value of $.0032\nper share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original\nagreement.\n\n \n\nOn December 19, 2024 the Company converted\n$12,000\nof debt into 2,105,263\nshares of our common stock at a value of $.0057\nper share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original agreement.\n\n \n\nOn January 2, 2025 the Company converted\n$12,000\nof debt into 3,000,000\nshares of our common stock at a value of $.004\nper share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original\nagreement.\n\n \n\nOn February 10, 2025 the Company converted\n$12,000\nof debt into 3,000,000\nshares of our common stock at a value of $.004\nper share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original\nagreement.\n\n \n\nOn February 18, 2025 the Company converted\n$10,000\nof debt into 2,439,024\nshares of our common stock at a value of $.0041\nper share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original\nagreement.\n\n \n\nOn March 4, 2025 the Company converted\n$9,200\nof debt into 1,533,333\nshares of our common stock at a value of $.006\nper share. Upon conversion, there was no gain or loss recorded as the conversion was consummated under the terms of the original\nagreement.\n\n \n\nF-25\n\n \n\n \n\n**15. SHARE CAPITAL (CONT’D)**\n\n \n\n**Shares to be issued**\n\n \n\nOn March 12, 2025 the company entered into an\nagreement for a private placement for 2,500,000 shares of the Company’s common stock at a price of $0.05 per share for the total\nconsideration of $50,000. The consideration was received however the shares were not issued. The Company intends to issue these shares\nbefore September 30, 2026. The amount is reported as a stock subscription payable in the equity section of the balance sheet and on the\nstatement of stockholders equity.\n\n \n\nOn June 16, 2025 the\ncompany entered into an agreement for a private placement for 2,500,000\nshares of the Company’s common stock at a price of $0.02\nper share for the total consideration of $50,000.\nThe consideration was received however the shares were not issued. The Company intends to issue these shares before September 30, 2026.\nThe amount is reported as a stock subscription payable in the equity section of the balance sheet and on the statement of stockholder’s\nequity.\n\n \n\nOn July 4, 2025,\nthe Company and one of its vendors agreed to settle an outstanding payable of $15,000\nthrough the issuance of 375,000 shares of the Company’s common stock. As of December 31, 2025, the shares had not yet been\nissued, and the amount has been reported as stock subscription payable within the equity section of the balance sheet and on the\nstatement of stockholders’ equity. Upon conversion, there was no gain or loss recorded as the gain on conversion was immaterial.\n\n \n\nOn August 15, 2025, the Company and one of\nits vendors agreed to settle an outstanding payable of $100,000\nthrough the issuance of 2,000,000 shares of the Company’s common stock, however these shares have not yet been issued, and accordingly, the balance owed was\nreclassified to the Stock subscription payable” account within stockholders’ equity at December 31, 2025. Upon closing a\ngain on debt settlement of $34,000\nwas recorded.\n\n \n\nOn August 15, 2025, the Company and one of\nits related vendors agreed to settle an outstanding payable of $117,476\nthrough the issuance of 1,174,760 shares of the Company’s common stock, however these shares have not yet been issued, and accordingly, the balance owed was\nreclassified to the Stock subscription payable” account within stockholders’ equity at December 31, 2025. Upon conversion, there was no gain or loss recorded as the transaction was with a related party.\n\n \n\nOn August 15, 2025,\nthe Company and one of its vendors agreed to settle an outstanding payable of $24,000 through the issuance of 240,000 shares of the Company’s common stock. As of December\n31, 2025, the shares had not yet been issued, and the amount has been reported as stock subscription payable within the equity section\nof the balance sheet and on the statement of stockholders’ equity. Upon conversion, there was no gain or loss recorded as the transaction was with a related party.\n\n \n\nRefer to note 8 for\nthe shares issued to a related party.\n\n \n\nRefer to note 8 for the shares to be issued to the note holder in\nsettlement of notes payable.\n\n \n\nF-26\n\n \n\n \n\n**16. STOCK-BASED COMPENSATION**\n\n \n\nThe Company has adopted the 2017 Equity Incentive\nPlan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors,\nofficers, employees, or consultants of the Company. The terms of the Plan provide that our board of directors may grant options to acquire\ncommon shares of the Company at not less than 100% of the greater of: (i) the fair market value of the shares underlying the options\non 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\nup 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\navailable for grant was increased to 28,300,000 shares. On December 31, 2025 and 2024, there are 24,213,334 stock options issued and\noutstanding.\n\n \n\nThe Company has also granted stock options to\nnon-employees. These stock options were granted to consultants who have provided their services for cash compensation below cost, with\nthe stock options providing additional compensation in lieu of cash.\n\n \n\nOn February 10, 2021, the Company granted a total\nof 2,066,666 stock options to consultants. The stock options are exercisable at the exercise price of $1.17 per share for a period of\nten years from the date of grant. The stock options have a fair value of $1.09 and are exercisable as follows:\n\n \n\n \n(i)\n1/3 on the first anniversary date;\n\n \n(ii)\n1/3 on the second anniversary date; and\n\n \n(iii)\n1/3 on the third anniversary date.\n\n \n\nOn March 19, 2021, the Company granted a total\nof 180,000 stock options to a consultant. The stock options are exercisable at the exercise price of $3.19 per share for a period of\nten years from the date of grant. The stock options have a fair value of $2.88 and are exercisable as follows:\n\n \n\n \n(i)\n1/3 on the first anniversary date;\n\n \n(ii)\n1/3 on the second anniversary date; and\n\n \n(iii)\n1/3 on the third anniversary date.\n\n \n\nOn May 5, 2021, the Company granted a total of\n180,000 stock options to a consultant. The stock options are exercisable at the exercise price of $1.78 per share for a period of ten\nyears from the date of grant. The stock options have a fair value of $1.65 and are exercisable as follows:\n\n \n\n \n(i)\n1/3 on the first anniversary date;\n\n \n(ii)\n1/3 on the second anniversary date; and\n\n \n(iii)\n1/3 on the third anniversary date.\n\n \n\nOn June 15, 2021, the Company granted a total\nof 2,900,000 stock options to a consultant. The stock options are exercisable at the exercise price of $1.16 per share for a period of\nten years from the date of grant. The stock options have a fair value of $1.07 and are exercisable as follows:\n\n \n\n \n(i)\n1/3 on the first anniversary date;\n\n \n(ii)\n1/3 on the second anniversary date; and\n\n \n(iii)\n1/3 on the third anniversary date.\n\n \n\nOn September 6, 2022, 180,000 stock options held\nby a consultant were forfeited.\n\n \n\nOn August 26, 2022, the Company granted a total\nof 8,300,000 stock options to officers and directors of the Company. The stock options are exercisable at the exercise price of $0.09\nper share for a period of ten years from the date of grant. The stock options have a fair value of $0.0780 and are exercisable as follows:\n\n \n\n \n(i)\n1/2 the date of the grant; and\n\n \n(ii)\n1/2 on the first anniversary date.\n\n \n\nF-27\n\n \n\n \n\n**16. STOCK-BASED COMPENSATION (CONT’D)**\n\n \n\nOn August 26, 2022, the Company granted a total\nof 1,000,000 stock options to an officer of the Company. The stock options are exercisable at the exercise price of $0.09 per share for\na period of ten years from the date of grant. The stock options have a fair value of $0.0780 and are exercisable as follows:\n\n \n\n \n(i)\n1/3 the date of the grant;\n\n \n(ii)\n1/3 on the first anniversary date; and\n\n \n(iii)\n1/3 on the second anniversary date.\n\n \n\nOn February 22, 2023, the Company granted a total\nof 750,000 stock options to an officer of the Company. The stock options are exercisable at the exercise price of $0.11 per share for\na period of ten years from the date of grant. The stock options have a fair value of $0.083 and are exercisable as follows:\n\n \n\n \n(i)\n1/3 the first anniversary date of the grant;\n\n \n(ii)\n1/3 on the second anniversary date; and\n\n \n(iii)\n1/3 on the third anniversary date.\n\n \n\nOn April 21, 2023, the Company granted a total\nof 7,000,000 stock options to officers and directors of the Company. The stock options are exercisable at the exercise price of $0.09\nper share for a period of ten years from the date of grant. The stock options have a fair value of $0.089 and are exercisable Immediately\nat issuance.\n\n \n\nOn April 21, 2023 the Company granted a total of 2,500,000 stock options\nto consultants of the Company. The stock options are exercisable at the exercise price of $0.09 per share for a period of ten years from\nthe date of grant. The stock options have a fair value of $0.089 and are exercisable Immediately at issuance.\n\n \n\n \n(i)\n1/3 on the date of the grant;\n\n \n(ii)\n1/3 on the first anniversary date; and\n\n \n(iii)\n1/3 on the second anniversary date.\n\n \n\nOn April 21, 2023 the Company granted a total\nof 1,500,000 stock options to a consultant of the Company. The stock options are exercisable at the exercise price of $0.09 per share\nfor a period of ten years from the date of grant. The stock options have a fair value of $0.089 and are exercisable Immediately at issuance.\n\n \n\n \n(i)\n500,000 on the date of the grant; and\n\n \n(ii)\n1,000,000 on the third anniversary date.\n\n \n\nOn January 6, 2024, the Company granted a total\nof 9,000,000 stock options to directors, officers and consultants of the Company. The stock options are exercisable at the exercise price\nof $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\nimmediately upon issuance.\n\n \n\nOn April 8, 2025, the Company granted a total\nof 2,000,000 stock options to directors, officers and consultants of the Company. The stock options are exercisable at the exercise price\nof $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\nimmediately upon issuance.\n\n \n\nF-28\n\n \n\n \n\n**16. STOCK-BASED COMPENSATION (CONT’D)**\n\n \n\nStock-based compensation expense recognized for\nthe year ended December 31, 2025 and 2024, were $89,646 and $263,565, respectively. Stock options granted are valued using a fair value\ncalculation based on the Black-Scholes valuation model. The weighted average assumptions used in the calculation are as follows:\n\n \n\nSCHEDULE OF STOCK OPTIONS WEIGHTED AVERAGE\nOF ASSUMPTIONS\n\n \n \n\n**Year ended**\n\n**December 31, 2025**\n\n  \n\nYear\nended\n\nDecember\n31, 2024\n \n\nShare price\n \n$\n0.012\n  \n$.02 \n\nExercise price\n \n$\n0.02\n  \n$.02 \n\nTime to maturity (years)\n \n \n10\n  \n 10 \n\nRisk-free interest rate\n \n \n4.26\n% \n 4.05%\n\nExpected volatility\n \n \n290.36\n% \n 48.09%\n\nDividend per share\n \n$\n0.00\n  \n$0.00 \n\nForfeiture rate\n \n \n-\n  \n - \n\n \n\nSCHEDULE OF STOCK OPTION ACTIVITY\n\n  \n\n**Number**\n\n**of\nOptions**\n  \n\n**Weighted**\n\n**Average**\n\n**Grant-Date**\n\n**Fair\nValue ($)**\n  \n\n**Weighted**\n\n**Average**\n\n**Exercise**\n\n**Price\n($)**\n  \n\n**Weighted**\n\n**Average**\n\n**Remaining**\n\n**Life\n(Yrs)**\n \n\nOptions outstanding, December 31, 2024 \n 33,213,334  \n 0.10  \n 0.10  \n 7.80 \n\nGranted \n 2,000,000  \n 0.01  \n .02  \n 9.27 \n\nCancelled \n -  \n -  \n -  \n - \n\nOptions outstanding, December 31, 2025 \n 35,213,334  \n 0.09  \n 0.10  \n 6.98 \n\nOptions exercisable, December 31, 2025 \n 33,129,998  \n 0.09  \n 0.10  \n 6.96 \n\nOptions exercisable, December\n31, 2024 \n 30,046,665  \n 0.09  \n 0.10  \n 7.80 \n\n \n\nAs vesting conditions are not wholly dependent\non the employee and there is no timeline for them, for accounting purposes, the fair value is calculated and the expense is recognized\nupon the achievement of the milestones.\n\n \n\nNonvested options are valued at the date of the\ngrant at the fair value of the common stock and are expensed over the vesting period. As at the grant date of the nonvested options,\nthe fair value of the common stock was based upon the issuance of the founder shares at $0.0001 per share.\n\n \n\n**17. INCOME TAXES**\n\n \n\nFor the fiscal years 2025 and 2024, there was\nno provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.\n\n \n\nAs of December 31, 2025 and 2024, the Company\nhad net operating loss carry forwards of approximately $5,758,109 and $5,534,653,\nrespectively. The carry forwards expire through the\nyear 2045. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer\nthe utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.\n\n \n\nF-29\n\n \n\n \n\n**17. INCOME TAXES (CONT’D)**\n\n \n\nThe Tax Cuts and Jobs Act was enacted on December\n22, 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\nfederal rate, and 1.5% as an effective state rate. Tax computations are as follows:\n\n \n\nSCHEDULE OF TAX COMPUTATIONS\n\n  \nFor the year Ended  \nFor the Year Ended \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nNet income (loss) before taxes \n (1,076,807) \n (2,880,147)\n\nFederal income tax rate \n 21% \n 21%\n\nState tax rate \n 1.5% \n 1.5%\n\nTax expense (benefit) at the statutory rate – federal \n (226,129) \n (604,830)\n\nTax expense (benefit) at the statutory rate – state \n (16,152) \n (43,202)\n\nNon-deductible items \n    \n   \n\nTax effect of stock-based compensation (non-qualifying options) \n 18,826  \n 55,349 \n\nChange in valuation allowance \n 223,455  \n 592,683 \n\nTotal \n -  \n - \n\n  \n    \n   \n\nDeferred Tax Asset \n    \n   \n\nNet operating loss carry forwards \n$5,758,108  \n$5,534,653 \n\nTotal gross deferred tax assets \n 5,758,108  \n 5,534,653 \n\nLess: Deferred tax asset valuation allowance \n (5,758,108) \n (5,534,653)\n\nTotal net deferred tax assets \n$-  \n$- \n\n \n\nThe tax effects of the temporary differences\nbetween reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax effect\nof significant components of the Company’s deferred tax assets at December 31, 2025 and 2024, are as above.\n\n \n\nIn assessing the ability to realize the deferred\ntax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.\nThe ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which\nthose temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future\ntaxable income and tax planning strategies in making this assessment.\n\n \n\nThe returns filed from the year 2019 going forward\nare subject to examination by the IRS. The Company has not received any notification from the IRS. Reported tax benefits and valuation\nallowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.\n\n** **\n\n**18. NON-CONTROLLING INTEREST**\n\n \n\nOn March 15, 2023, the Company signed an agreement\nwith its partner in the jointly owned subsidiary EnderbyWorks, LLC to become the 100% owner of this entity. The agreement includes a\nsecured promissory note receivable due to the Company by Enderby Entertainment in the amount of $1,828,000. The note receivable has an\nannual interest rate of 8% and was due on July 6, 2024. There is also a royalty clause on the existing assets that EnderbyWorks will\npay the former partner 50% of the first $6,000,000 in net revenue, if revenues are generated in the future. The acquisition of the non-controlling\ninterest in Enderby Works was received for no cash consideration and only the exchange of a note receivable due to the Company and a\ncontingent royalty obligation owed to Enderby Entertainment by Enderby Works should it generate revenues in the future.\n\n \n\nThe following table sets forth a summary of the\nchanges in non-controlling interest:\n\n \n\nSCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST\n\n  \nDecember 31,\n\n2025  \nDecember 31,\n\n2024 \n\nNon-controlling interest beginning of the period \n$(161,258) \n (161,258)\n\nNon-controlling interest end of period \n$(161,258) \n (161,258)\n\n \n\nF-30\n\n \n\n \n\n**19. SUBSEQUENT EVENTS**\n\n \n\nOn February 27, 2026 the Company converted $16,454\nof debt into 739,160 shares of our common stock at a value of $.021 per share.\n\n \n\nOn March 4, 2026 the Company converted $57,718\nof debt into 2,772,229 shares of our common stock at a value of $.022 per share.\n\n \n\nOn March 5, 2026 the Company converted $14,000\nof debt into 615,385 shares of our common stock at a value of $.023 per share.\n\n \n\nOn March 9, 2026 the Company converted\n$16,564 of debt into 728,088 shares of our common stock at a value of $.023 per share.\n\n \n\nOn March 16, 2026 the Company converted $15,000\nof debt into 923,077 shares of our common stock at a value of $.022 per share.\n\n \n\nOn March 18, 2026 the Company converted $14,871\nof debt into 994,733 shares of our common stock at a value of $.015 per share.\n\n \n\nOn March 20, 2026 the Company converted $15,000\nof debt into 1,131,222 shares of our common stock at a value of $.013 per share.\n\n \n\nOn March 23, 2026 the Company converted $21,687\nof debt into 1,771,824 shares of our common stock at a value of $.012 per share.\n\n \n\nOn March 24, 2026 the Company converted $20,000\nof debt into 1,508,296 shares of our common stock at a value of $.014 per share.\n\n \n\nOn June\n30th 2026, Braden Glasbergen resigned as the Company’s Chief Financial Officer, Treasurer and Secretary, effective immediately.\nEffective July 1, 2026, the Board of Directors appointed Scott Gallagher to serve as Interim Chief Financial Officer and W. Scott McBride\nto serve as Interim Treasurer and Secretary.\n\n \n\nF-31"}