UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~December 19~~March 21, ~~2024~~2025

WASTE ENERGY CORP.

(Exact name of registrant as specified in its charter)

Nevada

000-55049

27-3098487

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3250 Oakland Hills Court, Fairfield, CA 94534

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: 424.570.9446

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Nil		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 53.02 ~~Departure~~Unregistered ofSales ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Equity ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ Securities

On ~~December~~March 1917, ~~2024~~2025, the ~~following~~Company ~~changes~~issued toand ~~the~~sold ~~Board~~10,000,000 shares of ~~Directors~~its restricted common stock at a purchase price of ~~Waste~~$0.005 ~~Energy~~per ~~Corp~~share, for aggregate gross proceeds of $50,000 USD, to a non-U.S. (trust. The issuance was made in reliance upon the ~~“Company”~~exemption from registration provided by Section 4(a)(2) ~~have~~of ~~been~~the ~~announced:~~Securities Act of 1933, as amended, and/or Regulation D and Regulation S promulgated thereunder.

1)On March ~~Cameron~~21, ~~Chell~~2025, ~~a member of~~ the ~~Board of Directors of the~~ Company. ~~and~~agreed ~~Chairman~~to ofissue ~~the Board thereof~~15,000,000 ~~notified~~shares ~~the Company~~ of ~~his~~common ~~intention~~stock ~~to resign from the Company’s Board~~ of ~~Directors,~~our ~~and~~company asat ~~Chairman~~a ofdeemed ~~the~~price ~~Board~~ of ~~Directors effective December 19, 2024~~US$0.0075 ~~Mr.~~per share ~~Chell~~in ~~did~~settlement ~~not~~of ~~advise~~debt in the ~~Company~~amount of ~~any~~US ~~disagreement~~$112,500 ~~with~~in ~~the~~consideration ~~Company~~for orservices ~~any~~rendered ~~matter relating~~ to ~~its~~our ~~operations, policies or practices~~company. ~~Mr.~~The ~~Chell has entered into an advisory agreement with the~~ Company ~~and~~ will issue ~~continue~~these shares to ~~assist the Company as~~ an ~~advisor~~entity ~~and~~controlled ~~has~~by ~~agreed~~Mr. toGallagher, ~~serve~~our asChairman, ~~the~~CEO ~~Chairman~~& President of ~~the~~our ~~Advisory Board~~company.

2)The Company ~~Shelly~~will ~~Murphy,~~issue athese ~~member~~shares ofto ~~the~~an ~~Board~~entity ofcontrolled by ~~the~~Mr. ~~Company~~Gallagher ~~also~~(as ~~notified~~that ~~the~~term ~~Company~~is ofdefined ~~her~~in ~~intention~~Regulation toS ~~resign~~of ~~from~~ the ~~Company’s~~Securities ~~Board~~Act of ~~Directors,~~1933) ~~effective~~and ~~December~~in 19issuing these shares, ~~2024.~~we ~~Ms.~~relied on ~~Murphy~~the ~~did~~exemption ~~not~~from ~~advise~~the registration requirements of the ~~Company~~Securities Act of ~~any~~1933 ~~disagreement~~provided ~~with~~by Section 4(a)(2) of the ~~Company~~Securities Act of 1933 and/or ~~any~~Rule ~~matter~~506 ~~relating~~promulgated tounder ~~its~~the ~~operations,~~Securities ~~policies~~Act orof ~~practices~~1933.

3)Disclosure Required ~~Scott~~by ~~Gallagher,~~MI who currently serves as President of the Company, has been appointed to the Board of Directors of the Company, and also appointed as Chairman of the Board of Directors and Chief Executive Officer of the Company effective December 19, 2024.61-101

4)Scott Gallagher, Tothe ~~further~~Chairman, ~~strengthen~~CEO ~~the~~& ~~Company’s~~President ~~Board~~of ~~the~~our ~~Company~~company, iswas ~~pleased~~issued to15,000,000 ~~welcome~~shares Mrof our common stock at a deemed price of US$0.0075 per Wshare in settlement of debt in the amount of US$112,500. ~~Scott~~This ~~McBride~~debt assettlement constituted a ~~new~~“related ~~member~~party oftransaction” within the ~~Board~~meaning of ~~Directors~~Multilateral Instrument 61-101 Protection of ~~the~~Minority ~~Company~~Security ~~effective~~Holders ~~December~~in ~~19,~~Special ~~2024~~Transactions (“MI 61-101”).

~~Item~~The ~~9.01~~following ~~Financial~~supplementary ~~Statements~~information ~~and~~is ~~Exhibits~~provided in accordance with Section 5.2 of MI 61-101.

(d)	Exhibits
99.1	News Release dated December 19, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

(a) a description of the transaction and its material terms:

We entered into a debt settlement and subscription agreement with Scott Gallagher, whereby Scott Gallagher agreed to accept 15,000,000 shares of our common stock at a deemed price of US$0.0075 per share in settlement of debt in the amount of US$112,500.

(b) the purpose and business reasons for the transaction:

The shares were issued to settle debt.

(c) the anticipated effect of the transaction on the issuer’s business and affairs:

See item (b).

(d) a description of:

(i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

See item (a).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

On March 17th 2025 Swapan Kakumanu officially resigned as the CFO, Treasurer and Secretary of our company. On the same date, we officially appointed Mr. Braden Glasbergen to officially become our CFO, Treasurer and Secretary pursuant to an executed consulting agreement.

Braden Glasbergen (43) joins Waste Energy Corp with a distinguished career spanning over two decades in

financial leadership roles across multiple industries, including manufacturing, consulting, and environmental services. Throughout his extensive experience, he successfully managed global business operations, led corporate strategic planning, and ensured compliance with financial regulations across various international markets. Braden has held key financial positions at several organizations, where he optimized financial operations, streamlined budgeting processes, and enhanced corporate governance.

As a Chartered Professional Accountant (CPA, CMA), Braden holds an MBA from Athabasca University and a Bachelor of Commerce degree with a major in accounting. His corporate finance, financial planning, and regulatory compliance expertise will support Waste Energy Corp’s mission to expand its innovative waste-to-energy solutions while maintaining fiscal discipline and maximizing shareholder value.

Term of Office

Our executive officers are appointed by our board of directors and hold office until their death, resignation or removal from office.

Family Relationships

No family relationships exist between any of our directors or executive officers.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WASTE ENERGY CORP /s/ Scott Gallagher Scott Gallagher Chairman, President and Chief Executive Officer ~~December~~March 1921, ~~2024~~2025

Filing Compare · WASTE ENERGY CORP.