Arizona Tribune - Waste Energy Corp. Announces Auditor Transition and Provides Corporate Update

MIDLAND, TX / ACCESS Newswire / May 21, 2026 / Waste Energy Corp. (OTCQB:WAST) ("Waste Energy" or the "Company"), a clean energy company focused on converting non-recyclable waste into usable fuel and renewable energy products, today announced that its independent registered public accounting firm, Integritat CPAs, has resigned as of May 19th.

The Company is currently evaluating replacement PCAOB-registered audit firms. In light of the resignation and the Company's review of Integritat CPAs' 2025 annual PCAOB report, which indicates that the firm issued only one additional issuer audit report during the year, WEC intends to retain a firm with expanded scale, resources, public company audit experience, and the ability to support its expected growth as WEC transitions from development-stage operations toward commercial commissioning.

Importantly, at the time of the resignation, the Company's former auditor had not identified any material accounting issue, revenue recognition issue, SEC disclosure error, financial statement misstatement, or omission requiring correction. Management, together with its legal and professional advisors, remains aligned in its view that no material accounting or SEC disclosure changes were required based on the matters reviewed.

The core disagreement in the audit process centered on the treatment of expert opinions in areas requiring specialized legal, regulatory, and technical judgment. The Company believes its position is consistent with the public company reporting framework, under which management is responsible for disclosure decisions and may rely on qualified legal, accounting, regulatory, and technical experts in areas requiring highly specialized judgments. In a 2022 speech, former SEC Commissioner Allison Herren Lee noted that "Management is generally responsible for public company disclosures" and that management teams "often rightly rely on counsel" for filings and "critical materiality determinations."

SEC and PCAOB materials recognize that management bears primary responsibility for public company disclosures, while auditors, counsel, and other professionals each serve important roles within their respective areas of expertise. In matters involving legal interpretation, company exposure, materiality, and technical matters, WEC believes qualified expert opinions should not be disregarded absent a clear, documented, and material basis to do so. The Company believes that framework is fundamental to a fair and reliable public company reporting process.

"We respect the audit process and the importance of an independent review framework," said Scott Gallagher, Chairman and Chief Executive Officer of Waste Energy Corp. "At the same time, the Company's position, after more than a month of delays surrounding these issues, is straightforward: no material accounting issue, revenue recognition issue, SEC disclosure error, financial statement misstatement, or omission requiring correction was identified. The opinions of our outside advisors remain the same as they were on the first day of the audit engagement. In our opinion, these delays and the resulting resignation could and should have been avoided."

The Company notes that the related audit process delays have impacted WEC's reporting timeline, financing activities, and site commissioning schedule. While the Company has continued to advance final pre-commissioning work at its Midland, Texas facility, the delay in completing the audit process, together with the auditor resignation, has affected management's ability to provide shareholders with a revised commissioning target, though management is in active communications with all parties preparing to reset a target commissioning date as soon as possible.

"While this transition has caused delays, it also creates an opportunity to align WEC with a more established audit firm for the long term - one we believe will be better suited to support the Company's next stage of growth," added Gallagher. "Our priority is to retain a firm with the depth, resources, public company experience, and communication framework necessary to support timely reporting and the operational expansion we are working toward."

About Waste Energy Corp.

Waste Energy Corp. is a clean energy company focused on converting non-recyclable waste materials, including waste tires and plastics, into usable fuel, energy products, and other recoverable commodities. The Company's business model is designed to support landfill diversion, domestic energy production, and environmentally responsible waste conversion through modular waste conversion technology. For more information visit the Company website at www.WEC.eco or view all of the companies SEC filings at www.SEC.gov.

Forward-Looking Statements and Legal Disclaimer

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the Company's auditor transition; the evaluation, timing, selection, and engagement of a replacement independent registered public accounting firm; the expected qualifications, resources, scale, and experience of any replacement audit firm; the timing and completion of the Company's audit process; the timing of the Company's SEC filings; the Company's reporting status; commissioning, pre-commissioning, installation, integration, operational readiness, and related site activities; the Company's ability to transition to revenue-generating operations; anticipated revenue streams; financing activities; business expansion; and future operational plans.

Forward-looking statements are based on management's current expectations, estimates, assumptions, beliefs, and projections, and are subject to significant risks, uncertainties, and other factors that could cause actual results, events, timing, or performance to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the Company's ability to identify and retain a qualified replacement independent registered public accounting firm; the timing and outcome of the replacement auditor's review and audit procedures; delays in completing the Company's audit and required SEC reports; potential limitations on the Company's ability to access capital or complete financing transactions while SEC filings remain delayed; the possibility of additional comments, procedures, reviews, or requirements arising during the audit or reporting process; delays, cost overruns, technical issues, vendor delays, supply chain issues, permitting or regulatory issues, or other unforeseen challenges related to installation, integration, commissioning, or commercial operation of the Company's Midland, Texas facility; the Company's ability to realize anticipated revenue streams; the Company's ability to execute its business plan; and the additional risks described in the Company's filings with the Securities and Exchange Commission, available at www.sec.gov.

Statements regarding the Company's views, positions, beliefs, or conclusions concerning audit matters, expert opinions, materiality, disclosure judgments, or the absence of identified material accounting, revenue recognition, SEC disclosure, financial statement, or omission issues reflect management's current understanding and good-faith belief as of the date of this release. Such statements are subject to further review, including by any replacement independent registered public accounting firm, the Company's legal and professional advisors, and applicable regulatory authorities. No assurance can be given that future reviews, audit procedures, regulatory comments, or other developments will not result in additional questions, delays, changes, revisions, or disclosures.

Forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to update, revise, or supplement any forward-looking statement, whether as a result of new information, future events, subsequent developments, or otherwise, except as required by applicable law. Investors are encouraged to review the Company's filings with the SEC, including the risk factors and other disclosures contained therein, before making any investment decision.

Investor Contact:

Waste Energy Corp.
Email: [email protected]
Phone: (727) 417-7807
Website: www.WEC.eco

SOURCE: Waste Energy Corp.

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