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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

 OF
1934

 For
the Fiscal Year Ended December 31, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from: _____________ to _____________

 Commission
File Number: 000-56190

 DEEP

 (Exact
 name of registrant as specified in its charter)

 Wyoming

 30-1035174

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 3524
Central Pike, #310, Hermitage, TN 37076

 (Address
of principal executive offices, including Zip Code)

 (833) 304-7336

 (Issuer's
telephone number, including area code)

 NOT
APPLICABLE

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

 Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b–2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive o cers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value on December 31, 2023 (the last business day of the Company's most recently completed fourth quarter) of
the voting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the stock on that date,
was approximately $ 264,438 The registrant does not have non-voting common stock outstanding.

 As
of April 15, 2024, there were 8,814,613 shares of the registrant's common stock outstanding.

 Cautionary
Note Regarding Forward Looking Statements

 This
annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. The words "believe," "expect," "anticipate," "intend,"
"estimate," "may," "should," "could," "will," "plan," "future,"
"continue, "and other expressions that are predictions of or indicate future events and trends and that do not relate to
historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts
of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties,
a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained
in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide
variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital
needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to
be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the
risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by any forward-looking statements.

 Important
factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but
are not limited to, the following:

 risk
 that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure
 controls and procedures;

 risk
 that we fail to meet the requirements of the agreements under which we acquired our business interests, including any cash payments
 to the business operations, which could result in the loss of our right to continue to operate or develop the specific businesses
 described in the agreements;

 risk
 that we will be unable to secure additional financing in the near future in order to commence and sustain our planned development
 and growth plans;

 risk
 that we cannot attract, retain and motivate qualified personnel, particularly employees, consultants and contractors for our operations;

 risks
 and uncertainties relating to the various industries and operations we are currently engaged in;

 results
 of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future growth, development or expansion
 will not be consistent with our expectations;

 risks
 related to the inherent uncertainty of business operations including profit, cost of goods, production costs and cost estimates and
 the potential for unexpected costs and expenses;

 risks
 related to commodity price fluctuations;

 the
 uncertainty of profitability based upon our history of losses;

 risks
 related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects;

 risks
 related to environmental regulation and liability;

 risks
 related to tax assessments;

 other
 risks and uncertainties related to our prospects, properties and business strategy.

 Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which speak only as
of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements
to conform these statements to actual results, whether as a result of new information, future events or otherwise.

 As
used in this annual report, "Deep Green," the "Company," "we," "us," or "our"
refer to Deep Green Waste & Recycling, Inc. unless otherwise indicated.

 TABLE
OF CONTENTS

 PAGE

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 RESERVED

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Involving Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits

 Item
 16.

 Form 10-K Summary

 Signatures

 PART
I

 ITEM
 1.

 BUSINESS.

 Overview

 Deep
Green Waste & Recycling, Inc. ("Deep Green", the "Company", "we", "us", or "our")
is a publicly quoted company seeking to create value for its shareholders by seeking to acquire other operating entities for growth in
return for shares of our common stock.

 The
Company was organized as a Nevada corporation on August 24, 1995 under the name of Evader, Inc. On May 25, 2012, the Company filed its
Foreign Profit Corporation Articles of Domestication to change the domicile of the Company from Nevada to Wyoming. On November 4, 2015,
the Company filed an Amendment to its Articles of Incorporation to change the name of the Company to Critical Clothing, Inc. and on August
28, 2017 an Amendment was filed to change the Company name to Deep Green Waste & Recycling, Inc.

 On
August 24, 2017, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
(the "Agreement") with St. James Capital Management, LLC. Under the terms of the Agreement, the Company transferred and assigned
all of the assets of the Company related to its extreme sports apparel design and manufacturing business in exchange for the assumption
of certain liabilities and cancellation of 2,000 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000
shares and the June 20, 2023 reverse stock split of 1 share for 1,500 shares) of common stock of the Company.

 On
August 24, 2017, the Company acquired all the membership units of Deep Green Waste and Recycling, LLC ("DGWR LLC"), a Georgia
limited liability company engaged in the waste recycling business since 2011, in exchange for 56,667 shares (as adjusted for the September
27, 2017 reverse stock split of 1 share for 1000 shares and the June 20, 2023 reverse stock split of 1 share for 1,500 shares) of the
Company's common stock. The transaction was accounted for as a "reverse merger" where DGWR LLC was considered the accounting
acquiror and the Company was considered the accounting acquiree.

October 1, 2017, Deep Green acquired Compaction and Recycling Equipment, Inc. (CARE), a Portland, Oregon based company that sells and
services waste and recycling equipment. Deep Green purchased 100% of the common stock for $902,700. $586,890 was paid in cash at closing
and a promissory note was executed in the amount of $315,810.

October 1, 2017, Deep Green acquired Columbia Financial Services, Inc, (CFSI), a Portland, Oregon based company that finances the purchases
of waste and recycling equipment. Deep Green purchased 100% of the common stock for $597,300. $418,110 was paid in cash at closing and
a promissory note was executed in the amount of $179,190.

 On
August 7, 2018, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiaries and Assumption of Obligations
(the "Agreement") with Mirabile Corporate Holdings, Inc. Under the terms of the Agreement, the Company transferred all capital
stock of its two wholly owned subsidiaries, Compaction and Recycling Equipment, Inc. and Columbia Financial Services, Inc., to Mirabile
Corporate Holdings, Inc. in exchange for the assumption and cancellation of certain liabilities. Deep Green's then Chief Executive
Officer owned a 7.5% equity interest in Mirabile Corporate Holdings, Inc.

 In
the quarterly period ended March 31, 2021, the Company re-launched its waste and recycling services operation and has begun to re-engage
with customers, waste haulers and recycling centers, which are critical elements of its historically successful business model: designing
and managing waste programs for commercial and institutional properties for cost savings, ease of operation, and minimal administrative
stress for its clients.

 Asset
Purchase Agreement

 On
February 8, 2021, the Company, through its wholly owned subsidiary DG Research, Inc. (the "Buyer"), entered into an Asset
Purchase Agreement (the "Agreement") with Amwaste, Inc. (the "Seller"). Under the terms of the Agreement, the
Buyer agreed to purchase from the Seller certain assets (the "Assets") utilized in the Seller's waste management business
located in Glynn County, Georgia. In consideration for the purchase of the Assets, the Buyer paid the seller $160,000 and issued the
Seller 2,000,000 shares of the Company's restricted common stock. The Buyer remitted $50,000 at Closing and issued the Seller a
Promissory Note (the "Note") in the amount of $110,000, which was paid April 9, 2021. The Note was secured by the Assets
purchased through the Agreement. The transaction closed on February 11, 2021.

 On
July 11, 2021, the Company's Board unanimously approved an Amendment to our Articles of Incorporation (the "Authorized Share
Amendment") to increase the number of authorized shares of Common Stock of the Company from 250,000,000 to 500,000,000 and to increase
the number of authorized shares of Preferred Stock of the Company from 2,000,000 to 5,000,000 with the Board maintaining the discretion
of whether or not to implement the increase in authorized shares of Common and Preferred Stock. On July 11, 2021, the Majority Stockholders
delivered an executed written consent in lieu of a special meeting (the "Stockholder Consent") authorizing and approving
the Authorized Share Amendment and the increase in authorized shares of Common and Preferred Stock.

 On
February 10, 2022, the Company's Board unanimously approved an Amendment to our Articles of Incorporation (the "Authorized
Share Amendment") to increase the number of authorized shares of Common Stock of the Company from 500,000,000 to 1,000,000,000
with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common and Preferred Stock.
On February 10, 2022, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the "Stockholder
Consent") authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common Stock.

 On
September 17, 2022, the Company's Board approved an increase in the number of authorized shares of common stock of the Company
from 1,000,000,000 to 3,000,000,000.

 Securities
Purchase Agreement

 On
August 11, 2021, the Company entered into a Securities Purchase Agreement (the "Agreement") with Jeremy Lyell (the "Shareholder")
and Lyell Environmental Services, Inc. (hereinafter "LES"). On October 19, 2021, the Company closed on the Securities Purchase
Agreement (the "Agreement") with Jeremy Lyell (the "Shareholder"). In consideration for the purchase of all Lyell
Environmental Services, Inc. shares from the Shareholder, the Company was to pay the Shareholder (i) $50,000 upon execution of the Agreement
that was held in escrow, (ii) $1,300,000 at Closing, and (iii) 1,000,000 shares of the Company's common stock. Under the amended
Agreement (the "Amended Agreement"), the Company paid to the Shareholder (i) the $50,000 paid upon execution of the Agreement
and that was held in escrow, (ii) $1,000,000 at Closing, and (iii) 2,000,000 shares of the Company's common stock. The Company
also issued the Shareholder a Promissory Note (the "Promissory Note") in the amount of $186,537.92. The Promissory Note accrues
interest at 7% per annum and is due on December 18, 2021. The transaction closed on October 19, 2021. On December 18, 2021, the Company
and Shareholder agreed to extend the due date for the Promissory Note for 30 days. The Company made a payment of $140,000 on March 7,
2022 against the Promissory Note.

 In
order to further grow its business, the Company plans to:

 expand
 its service offerings to provide additional sustainable waste management solutions that further minimize costs based on volume and
 content of waste streams, and methods of disposal, including landfills, transfer stations and recycling centers;

 Acquire
 profitable waste and recycling services companies with similar or compatible and synergistic business models, which can help the
 Company achieve these objectives;

 Offer
 innovative recycling services that significantly reduce the disposal of plastics, electronic wastes, food wastes, and hazardous wastes
 in the commercial property universe;

 Establish
 partnerships with innovative universities, municipalities and companies; and

 Attract
 investment funds who will actively work with the Company to achieve these goals and help the Company grow into a leading waste and
 recycling services supplier in North America.

 Some
potential merger/acquisition candidates have been identified and discussions initiated. These candidates are within the Company's
core business model, serving commercial properties, accretive to cash flow, and geographically favorable. While seeking to identify acquisition
candidates, the Company seeks to identify target entities with a similar core business model or a model which naturally integrates with
its own, and which are situated in opportunistic geographic locations.

 We
have unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities,
economic conditions, and other factors.

 The
selection of a business opportunity in which to participate is complex and risky. Additionally, we have only limited resources and may
find it difficult to locate good opportunities. There can be no assurance that we will be able to identify and acquire any business opportunity
which will ultimately prove to be beneficial to us and our shareholders. We will select any potential business opportunity based on our
management's best business judgment.

 Our
activities are subject to several significant risks, which arise primarily as a result of the fact that we have no specific business
and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without the
consent, vote, or approval of our shareholders. The risks faced by us are further increased as a result of its lack of resources and
our inability to provide a prospective business opportunity with significant capital.

 Reverse
Stock Split

 On
June 20, 2023, the Company effectuated a 1 for 1,500 shares reverse stock split which reduced the issued and outstanding shares of common
stock from 1,896,216,952 shares to 1,264,165 shares. The accompanying financial statements have been retroactively restated to reflect
this reverse split stock.

 Licenses:

 None.

 Patents/Trademarks:

 We
currently hold no patents or trademarks.

 Research
& Development

 We
had no expenses in Research and Development costs during the years ended December 31, 2023 and 2022.

 Compliance
Expenses

 Our
company incurs annual expenses to comply with state corporate governance and business licensing requirements. We estimate these costs
to be under $2,000 per year for the establishment of foreign corporations in other states where we plan to operate.

 Labor
and Other Supplies

 We
currently have one part-time and two full-time employees (executive). We also currently have seven full-time employees at Lyell Environmental
Services and one part-time and one full-time at Amwaste. We contract all labor for public company governance services, website development,
accounting, legal and daily activities outside of management.

 Principal
Products or Services and Markets

 The
principal markets for the Company's future and recycling services will comprise property management companies, construction and
demolition companies, restaurants and retail stores, industrial and manufacturing businesses, and healthcare.

 Seasonality

 The
waste and recycling industry experiences some seasonal variance at calendar year end.

 Leases

 The
Company anticipates its most significant lease obligations will be classified as facility rental at its Nashville location. Some lease
obligations may include renewal or purchase options, escalation clauses, restrictions, penalties or other obligations that we will consider
in determining minimum lease payments. The leases will be classified as either operating leases or capital leases, as appropriate.

 Governmental
Regulation

 Our
operations are subject to certain foreign, federal, state and local regulatory requirements relating to environmental, waste management,
and health and safety matters. We believe we operate in substantial compliance with all applicable requirements. However, material costs
and liabilities may arise from these requirements or from new, modified or more stringent requirements. Material cost may rise due to
additional manufacturing cost of raw or made parts with the application of new regulations. Our liabilities may also increase due to
additional regulations imposed by foreign, federal, state and local regulatory requirements relating to environmental, waste management,
and health and safety matters. In addition, our past, current and future operations and those of businesses we acquire, may give rise
to claims of exposure by employees or the public or to other claims or liabilities relating to environmental, waste management or health
and safety concerns.

 Our
markets can be positively or negatively impacted by the effects of governmental and regulatory matters. We are affected not only by energy
policy, laws, regulations and incentives of governments in the markets into which we sell, but also by rules, regulations and costs imposed
by utilities. Utility companies or governmental entities could place barriers on the installation of our product or the interconnection
of the product with the electric grid. Further, utility companies may charge additional fees to customers who install on-site power generation,
thereby reducing the electricity they take from the utility, or for having the capacity to use power from the grid for back-up or standby
purposes. These types of restrictions, fees or charges could hamper the ability to install or effectively use our products or increase
the cost to our potential customers for using our systems in the future. This could make our systems less desirable, thereby adversely
affecting our revenue and profitability potential. In addition, utility rate reductions can make our products less competitive which
would have a material adverse effect on our future operations. These costs, incentives and rules are not always the same as those faced
by technologies with which we compete. Additionally, reduced emissions and higher fuel efficiency could help our future customers combat
the effects of global warming. Accordingly, we may benefit from increased government regulations that impose tighter emission and fuel
efficiency standards.

 Environmental
Regulation

 Upon
the completion of an acquisition of a waste and recycling service business, the Company will become subject to federal, state or provincial
and local environmental, health, safety and transportation laws and regulations. These laws and regulations are administered by the EPA,
Environment Canada, and various other federal, state, provincial and local environmental, zoning, transportation, land use, health and
safety agencies in the U.S. and Canada. Many of these agencies will examine our subsidiary operations to monitor compliance with these
laws and regulations and have the power to enforce compliance, obtain injunctions or impose civil or criminal penalties in case of violations.
Because the primary mission of our business is to collect, manage and recycle waste in an environmentally sound manner, a significant
portion of our capital expenditures will be related, either directly or indirectly, to supporting the Company's subsidiary operations
as they relate to compliance with federal, state, provincial and local rules.

 Competition

 We
believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise
than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant
competitive disadvantage compared to our competitors.

 In
the event we are successful in an acquisition of a company in the waste management sector, we expect to encounter intense competition
with large national waste management companies, counties and municipalities that maintain their own waste collection and disposal operations
and regional and local companies of varying sizes and financial resources. The industry also includes companies that specialize in certain
discrete areas of waste management, operators of alternative disposal facilities, companies that seek to use parts of the waste stream
as feedstock for renewable energy and other by-products, and waste brokers that rely upon haulers in local markets to address customer
needs. In recent years, the industry has seen some consolidation, though the industry remains intensely competitive. Operating costs,
disposal costs and collection fees vary widely throughout the areas in which we operate. The prices that we charge are determined locally,
and typically vary by volume and weight, type of waste collected, treatment requirements, risk of handling or disposal, frequency of
collections, distance to final disposal sites, the availability of airspace within the geographic region, labor costs and amount and
type of equipment furnished to the customer.

 Competitors
include: Waste Management (WM), Rubicon Global, Republic Services, Stericycle, Waste Connections, ServPro, Bioenergy DevCo, PegEx, Recycle
Track Systems and Liquid Environmental Solutions.

 Acquisition
Interest

 In
implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation
of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our sole
director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders,
or sell his stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable
state.

 It
is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under
application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register
all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration
occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer
considered an inactive company.

 The
issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may
have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will develop.

 While
the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it desirable
to avoid the creation of a taxable event and thereby structure the business transaction in a so-called "tax-free" reorganization
under Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to obtain tax-free treatment under the
Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity. In such
event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in
significant dilution in the equity of our stockholders.

 As
part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain
independent analysis of verification of certain information provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we
participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the
management of the opportunity.

 With
respect to any merger or acquisition, and depending upon, among other things, the target company's assets and liabilities, our
stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition.
The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations
of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.

 We
will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although
the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations
and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which
must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated
with the Company's attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.

 As
stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within
time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided
do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed
transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents
will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.

 Executive
Employees

 As
of the date of this Report, we have one part-time employee that serves in the role of Corporate Secretary, and two full-time employees
that serve in the roles of Chief Executive Officer, President, Chief Operating Officer and Interim Chief Financial Officer. We plan to
expand our management team within the next 12 months to include certain officers for any acquisitions and any new subsidiaries or operational
activities management deems necessary. We consider our relations with our employees and consultants to be in good standing.

 Report
to Shareholders

 The
public may read and copy these reports, statements, or other information we file at the SEC's public reference room at 100 F Street,
NE., Washington, DC 20549 on official business days during the hours of 10 a.m. to 3 p.m. State that the public may obtain information
on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission
at (

 Company
Information

 We
are a Wyoming for-profit corporation. Our corporate address is 3524 Central Pike, #310, Hermitage, TN 37076, our telephone number is
(833) 304-7336. The information on our website is not a part of this Annual Report on Form 10-K. The Company's stock is quoted
under the symbol "DGWR" on the OTCQB. The Company's transfer agent is Transfer Online whose address is 512 SE
Salmon St., Portland, OR 97214 and phone number is (503) 227-2950.

 Available
Information

 Our
website, www.deepgreenwaste.com, provides access, without charge, to our annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically
filed with the Securities and Exchange Commission ("SEC"). The information provided on our website is not part of this Annual
Report and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this
Annual Report. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information
regarding our company that we file electronically with the SEC.

 ITEM
 1A.

 RISK
 FACTORS.

 You
should carefully consider the risks described below and other information in this Annual Report on Form 10-K, including the financial
statements and related notes that appear at the end of this Annual Report on Form 10-K, before deciding to invest in our securities.
These risks should be considered in conjunction with any other information included herein, including in conjunction with forward-looking
statements made herein. If any of the following risks actually occur, they could materially adversely affect our business, financial
condition, operating results or prospects. Additional risks and uncertainties that we do not presently know or that we currently deem
immaterial may also impair our business, financial condition, operating results and prospects.

 Risks
Relating to Our Financial Condition

 The
Company has limited financial resources. Our auditors have expressed in the report of independent registered public accounting firm that
there is substantial doubt about our ability to continue as a going concern.

 The
report of our independent registered accounting firm expresses substantial doubt about our ability to continue as a going concern based
on the absence of significant revenues, our significant losses from operations and our need for additional financing to fund all of our
operations. It is not possible at this time for us to predict with assurance the potential success of our business. The revenue and income
potential of our proposed business and operations are unknown. If we cannot continue as a viable entity, we may be unable to continue
our operations and you may lose some or all of your investment in our common stock.

 We
have limited operational history in an emerging industry, making it difficult to accurately predict and forecast business operation.

 As
we have approximately ten years of corporate operational history and have yet to generate substantial revenue, it is extremely difficult
to make accurate predictions and forecasts on our finances. This is compounded by the fact that we operate in both the waste and
remediation industries, which are rapidly transforming industries. There is no guarantee that our products or services will
remain attractive to potential and current users as these industries undergo rapid change or that potential customers will utilize our
services.

 As
a growing company, we have yet to achieve a profit and may not achieve a profit in the near future, if at all.

 We
have not yet produced a net profit and may not in the near future, if at all. While we expect our revenue to grow, we have not achieved
profitability and cannot be certain that we will be able to sustain our current growth rate or realize sufficient revenue to achieve
profitability. Our ability to continue as a going concern may be dependent upon raising capital from financing transactions, increasing
revenue throughout the year and keeping operating expenses below our revenue levels in order to achieve positive cash flows, none of
which can be assured.

 We
may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

 We
intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges,
including the need to develop new features and products or enhance our existing products, improve our operating infrastructure or acquire
complementary businesses and technologies. Accordingly, we may need to engage in continued equity or debt financings to secure additional
funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could
suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of
our common stock. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities
and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business
opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to
support our business growth and to respond to business challenges could be impaired, and our business may be harmed.

 We
expect our quarterly financial results to fluctuate.

 We
expect our revenue and operating results to vary significantly from quarter to quarter due to a number of factors, including changes
in:

 General
 economic conditions, both domestically and in foreign markets;

 Our
 ability to further our business plan in the waste management sector through organic growth;

 Our
 ability to identify acquisition targets that will become accretive to our future earnings;

 Our
 ability to manage our expansion, growth and operating expenses;

 Our
 ability to raise capital to implement our business plan;

 Our
 ability to repay our debts;

 Our
 ability to respond and adapt to changes in technology and customer behavior; and

 Various
 risks related to health epidemics, pandemics and similar outbreaks, such as the coronavirus disease 2019 ("COVID-19")
 pandemic, which may have material adverse effects on our business, financial position, results of operations and/or cash flows.

 As
a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of our
stockholders.

 General
Business Risks

 We
intend to pursue the acquisition on an operating business.

 Our
sole strategy is to acquire an operating business. Successful implementation of this strategy depends on our ability to identify a suitable
acquisition candidate, acquire such company on acceptable terms and integrate its operations. In pursuing acquisition opportunities,
we compete with other companies with similar strategies. Competition for acquisition targets may result in increased prices of acquisition
targets and a diminished pool of companies available for acquisition. Acquisitions involve a number of other risks, including risks of
acquiring undisclosed or undesired liabilities, acquired in-process technology, stock compensation expense, diversion of management attention,
potential disputes with the seller of one or more acquired entities and possible failure to retain key acquired personnel. Any acquired
entity or assets may not perform relative to our expectations. Our ability to meet these challenges has not been established.

 We
have not executed any formal agreement for a business combination or other transaction and have established no standards for business
combinations.

 Other
than expressed elsewhere in this document, we have not executed any formal arrangement, agreement or understanding with respect to engaging
in a merger with, joint venture with or acquisition of a private or public entity. There can be no assurance that we will be successful
in identifying and evaluating suitable business opportunities or in concluding a business combination. We have not identified any particular
industry or specific business within an industry for evaluation. There is no assurance we will be able to negotiate a business combination
on terms favorable, if at all. We have not established a specific length of operating history or specified level of earnings, assets,
net worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider
a business combination. Accordingly, we may enter into a business combination with a business opportunity having no significant operating
history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

 Scarcity
of, and competition for, business opportunities and combinations.

 We
believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise
than we have. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities
than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing
a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.
In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage
compared to our competitors.

 Lack
of diversification may limit future business.

 The
Company intends to engage in multiple business combinations. However, initially, the Company's proposed operations, even if successful,
will in all likelihood result in the Company engaging in a business combination with only one business opportunity. Consequently, the
Company's activities will be limited to those engaged in by the business opportunity in which the Company merges or acquires. If
the Company is unable to diversify its activities into a number of areas, that may subject the Company to economic fluctuations within
a particular business or industry and therefore increase the risks associated with the Company's operations.

 Federal
and state taxation of business combination may discourage business combinations.

 Federal
and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently,
such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both
the Company and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements
of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes, which may have an adverse effect on both parties to the
transaction, reduce the future value of the shares and potentially discourage a business combination.

 We
are highly dependent on the services of key executives, the loss of whom could materially harm our business and our strategic direction.
If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience
increases in our compensation costs, our business may materially suffer.

 We
are highly dependent on our management team, specifically Bill Edmonds, the Company's Chief Executive Officer and interim Chief
Financial Officer. If we lose key employees, our business may suffer. Furthermore, our future success will also depend in part on the
continued service of our management personnel and our ability to identify, hire, and retain additional key personnel. We do not carry
"key-man" life insurance on the lives of any of our executives, employees or advisors. We experience intense competition
for qualified personnel and may be unable to attract and retain the personnel necessary for the development of our business. Because
of this competition, our compensation costs may increase significantly.

 We
will need to raise additional capital to continue operations over the coming year.

 We
anticipate the need to raise approximately $1,000,000 in capital to fund our operations through December 31, 2024 and approximately $3,000,000
over the next 24 months. We expect to use these cash proceeds, primarily for future acquisitions, expansion of our business plan and
to remain in full legal and accounting compliance with the SEC. We cannot guarantee that we will be able to raise these required funds
or generate sufficient revenue to remain operational.

 We
may be unable to manage growth, which may impact our potential profitability.

 Successful
implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and
financial resources. To manage growth effectively, we will need to:

 Establish
 definitive business strategies, goals and objectives;

 Maintain
 a system of management controls; and

 Attract
 and retain qualified personnel, as well as, develop, train and manage management-level and other employees.

 If
we fail to manage our growth effectively, our business, financial condition or operating results could be materially harmed, and our
stock price may decline.

 Our
lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.

 We
may in the future be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated
with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods
of time. To date, we have not obtained directors and officers liability ("D&O") insurance. While neither Wyoming
law nor our Articles of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directors involved in
such a legal action, we have entered into an indemnification agreement with our President and intend to enter into similar agreements
with other officers and directors in the future. Without adequate D&O insurance, the amounts we would pay to indemnify our officers
and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our
financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for
us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

 If
we are unable to maintain effective internal control over our financial reporting, the reputational effects could materially adversely
affect our business.

 Under
the provisions of Section 404(a) of the Sarbanes-Oxley Act of 2002, as amended by the Dodd Frank Wall Street Reform and Consumer Protection
Act of 2010, the SEC adopted rules requiring public companies to perform an evaluation of Internal Control over Financial Reporting (Internal
Controls) and to report on our evaluation in our Annual Report on Form 10-K. Our Internal Controls constitute a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with
GAAP. In the event we discover material weakness in our internal controls and our remediation of such reported material weakness is ineffective,
or if in the future we are unable to maintain effective Internal Controls, additional resulting material restatements could occur, regulatory
actions could be taken, and a resulting loss of investor confidence in the reliability of our financial statements could occur.

 The
Company's bank accounts will not be fully insured.

 The
Company's regular bank accounts each have federal insurance that is limited to a certain
amount of coverage. It is anticipated that the account balances in each account may exceed those limits at times. In the event that any
of Company's banks should fail, the Company may not be able to recover all amounts deposited in these bank accounts.

 The
Company's business plan is speculative.

 The
Company's present business and planned business are speculative and subject to numerous risks and uncertainties. There is no
assurance that the Company will generate significant revenues or profits.

 The
Company will likely incur debt.

 The
Company has incurred high levels of debt and expects to incur future debt in order to fund operations. As of December 31, 2023, the
Company has accounts payable of $ 3,028,385 (of which $487,615 is due under three default judgments), and four outstanding
convertible debentures totaling $659,288. Complying with obligations under such indebtedness may have a material adverse effect on
the Company and on your investment. There is high risk of default, if the Company is not able to raise additional capital and there
is no assurance that the Company will be able to do so. In the event we are unable to pay the amount due under the convertible
debenture, the noteholder may at its election convert the note into shares of the Company's common stock causing significant
dilution to our shareholders. In the event we are unable to pay the amount due under our accounts payable, creditors may elect to
bring further litigation to protect their claims or perfect their judgments. In the event the Company is not able to satisfy our
debt obligations, we may be required to cease operations.

 The
Company's expenses could increase without a corresponding increase in revenues.

 The
Company's operating and other expenses could increase without a corresponding increase in revenues, which could have a material
adverse effect on the Company's consolidated financial results and on your investment. Factors which could increase operating and
other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges,
(3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies,
(4) significant increases in insurance premiums, and (5) increases in borrowing costs.

 The
Company will be reliant on key suppliers.

 The
Company intends to enter into agreements with key suppliers and will be reliant on positive and continuing relationships with such suppliers.
Termination of those agreements, variations in their terms or the failure of a key supplier to comply with its obligations under these
agreements (including if a key supplier were to become insolvent) could have a material adverse effect on the Company's consolidated
financial results and on your investment.

 Increased
costs could affect the company.

 An
increase in the cost of raw materials or energy could affect the Company's profitability. Commodity and other price changes may
result in unexpected increases in the cost of raw materials, glass bottles and other packaging materials used by the Company. The Company
may also be adversely affected by shortages of raw materials or packaging materials. In addition, energy cost increases could result
in higher transportation, freight and other operating costs. The Company may not be able to increase its prices to offset these increased
costs without suffering reduced volume, sales and operating profit, and this could have an adverse effect on your investment.

 Inability
to maintain and enhance product image.

 It
is important that the Company maintains and enhances the image of its existing and new products. The image and reputation of the Company's
products and services may be impacted for various reasons including litigation, complaints from regulatory bodies resulting from quality
failure, illness or other health concerns. Such concerns, even when unsubstantiated, could be harmful to the Company's image and
the reputation of its products. From time to time, the Company may receive complaints from customers regarding products purchased from
the Company. The Company may in the future receive correspondence from customers requesting reimbursement. Certain dissatisfied customers
may threaten legal action against the Company if no reimbursement is made. The Company may become subject to product liability lawsuits
from customers alleging injury because of a purported defect in products or sold by the Company, claiming substantial damages and demanding
payments from the Company. The Company is in the chain of title when it manufactures, supplies or distributes products, and therefore
is subject to the risk of being held legally responsible for them. These claims may not be covered by the Company's insurance policies.
Any resulting litigation could be costly for the Company, divert management attention, and could result in increased costs of doing business,
or otherwise have a material adverse effect on the Company's business, results of operations, and financial condition. Any negative
publicity generated as a result of customer complaints about the Company's products could damage the Company's reputation
and diminish the value of the Company's brand, which could have a material adverse effect on the Company's business, results
of operations, and financial condition, as well as your investment. Deterioration in the Company's brand equity (brand image, reputation
and product quality) may have a material adverse effect on its consolidated financial results as well as your investment.

 If
we are unable to protect effectively our intellectual property, we may not be able to operate our business, which would impair our ability
to compete.

 Our
success will depend on our ability to obtain and maintain meaningful intellectual property protection for any such intellectual property.
The names and/or logos of Company brands (whether owned by the Company or licensed to us) may be challenged by holders of trademarks
who file opposition notices, or otherwise contest trademark applications by the Company for its brands. Similarly, domains owned and
used by the Company may be challenged by others who contest the ability of the Company to use the domain name or URL. Such challenges
could have a material adverse effect on the Company's consolidated financial results as well as your investment.

 Computer,
website or information system breakdowns could affect the Company's business.

 Computer,
website and/or information system breakdowns as well as cyber security attacks could impair the Company's ability to service its
customers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Company's
consolidated financial results as well as your investment.

 Changes
in the economy could have a detrimental impact on the Company.

 Changes
in the general economic climate could have a detrimental impact on consumer expenditure and therefore on the Company's revenue.
It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates,
higher unemployment and tax increases) may adversely affect customers' confidence and willingness to spend. Any of such events
or occurrences could have a material adverse effect on the Company's consolidated financial results and on your investment.

 Additional
financing may be necessary for the implementation of our growth strategy.

 The
Company may require additional debt and/or equity financing to pursue our growth and business strategies. These include but are not limited
to enhancing our operating infrastructure and otherwise responding to competitive pressures. Given our limited operating history and
existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable
to us.

 The
Company's business model is evolving.

 The
Company's business model is unproven and is likely to continue to evolve. Accordingly, the Company's initial business model
may not be successful and may need to be changed. The Company's ability to generate significant revenues will depend, in large
part, on the Company's ability to successfully market the Company's products to potential users who may not be convinced
of the need for the Company's products and services or who may be reluctant to rely upon third parties to develop and provide these
products. The Company intends to continue to develop the Company's business model as the Company's market continues to evolve.

 The
Company needs to increase brand awareness.

 Due
to a variety of factors, the Company's opportunity to achieve and maintain a significant market share may be limited. Developing
and maintaining awareness of the Company's brand name, among other factors, is critical. Further, the importance of brand recognition
will increase as competition in the Company's market increases. Successfully promoting and positioning the Company's brand,
products and services will depend largely on the effectiveness of the Company's marketing efforts. Therefore, the Company may need
to increase the Company's financial commitment to creating and maintaining brand awareness. If the Company fails to successfully
promote the Company's brand name or if the Company incurs significant expenses promoting and maintaining the Company's brand
name, it would have a material adverse effect on the Company's consolidated results of operations.

 The
Company faces competition in the Company's markets from a number of large and small companies, some of which have greater financial,
research and development, production and other resources than does the company.

 In
many cases, the Company's competitors have longer operating histories, established ties to the market and consumers, greater brand
awareness, and greater financial, technical and marketing resources. The Company's ability to compete depends, in part, upon a
number of factors outside the Company's control, including the ability of the Company's competitors to develop alternatives
that are superior. If the Company fails to successfully compete in its markets, or if the Company incurs significant expenses in order
to compete, it would have a material adverse effect on the Company's consolidated results of operations.

 A
data security breach could expose the Company to liability and protracted and costly litigation and could adversely affect the Company's
reputation and operating revenues.

 To
the extent that the Company's activities involve the storage and transmission of confidential information, the Company and/or third-party
processors will receive, transmit and store confidential customer and other information. Encryption software and the other technologies
used to provide security for storage, processing and transmission of confidential customer and other information may not be effective
to protect against data security breaches by third parties. The risk of unauthorized circumvention of such security measures has been
heightened by advances in computer capabilities and the increasing sophistication of hackers. Improper access to the Company's
or these third parties' systems or databases could result in the theft, publication, deletion or modification of confidential customer
and other information. A data security breach of the systems on which sensitive account information is stored could lead to fraudulent
activity involving the Company's products and services, reputational damage, and claims or regulatory actions against us. If the
Company issued in connection with any data security breach, the Company could be involved in protracted and costly litigation. If unsuccessful
in defending that litigation, the Company might be forced to pay damages and/or change the Company's business practices or pricing
structure, any of which could have a material adverse effect on the Company's operating revenues and profitability. The Company
would also likely have to pay fines, penalties and/or other assessments imposed as a result of any data security breach.

 The
Company depends on third-party providers for a reliable internet infrastructure and the failure of these third parties, or the internet
in general, for any reason would significantly impair the Company's ability to conduct its business.

 The
Company will outsource some or all of its online presence and data management to third parties who host the actual servers and provide
power and security in multiple data centers in each geographic location. These third-party facilities require uninterrupted access to
the Internet. If the operation of the servers is interrupted for any reason, including natural disaster, financial insolvency of a third-party
provider, or malicious electronic intrusion into the data center, its business would be significantly damaged. As has occurred with many
Internet-based businesses, the Company may be subject to 'denial-of-service' attacks in which unknown individuals bombard
its computer servers with requests for data, thereby degrading the servers' performance. The Company cannot be certain it will
be successful in quickly identifying and neutralizing these attacks. If either a third-party facility failed, or the Company's
ability to access the Internet was interfered with because of the failure of Internet equipment in general or if the Company becomes
subject to malicious attacks of computer intruders, its business and operating results will be materially adversely affected.

 We
expect to incur substantial expenses to meet our reporting obligations as a public company. In addition, failure to maintain adequate
financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage
our expenses.

 We
estimate that it will cost approximately $150,000 annually to maintain the proper management and financial controls for our filings required
as a public reporting company. In addition, if we do not maintain adequate financial and management personnel, processes and controls,
we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and
adversely affect our ability to raise capital.

 We
have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even
cease ongoing business operations.

 We
are in the "developmental" stage of business and have yet to commence any substantive commercial operations. We have limited
history of revenues from operations. We have yet to generate positive earnings and there can be no assurance that we will ever operate
profitably. We have a limited operating history and must be considered in the developmental stage. Success is significantly dependent
on a successful drilling, completion and production program. Operations will be subject to all the risks inherent in the establishment
of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate
recoverable reserves or operate on a profitable basis. We are in the developmental stage and potential investors should be aware of the
difficulties normally encountered by enterprises in this stage. If the business plan is not successful, and we are not able to operate
profitably, investors may lose some or all of their investment in the Company.

 Risk
to Our Common Stock and Offering

 If
we fail to remain current on our reporting requirements, we could be removed from the OTCQB market which would limit the ability
of broker-dealers to sell our securities in the secondary market.

 Companies
trading on the OTCQB market of the OTC Markets Group, Inc. must be reporting issuers under Section 12 of the Securities Exchange
Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on
the OTCQB market. As a result, the market liquidity for our securities could be severely adversely affected by limiting the
ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
In addition, we may be unable to get relisted on the OTCQB market, which may have an adverse material effect on the
Company.

 Restrictions
on the Use of Rule 144 by Shell Companies or Former Shell Companies

 Rule
144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell
companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to
this prohibition if the following conditions are met:

 the
 issuer of the securities that was formerly a shell company has ceased to be a shell company;

 the
 issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

 the
 issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding
 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on
 Form 8-K; and

 at
 least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status
 as an entity that is not a shell company.

 We
do not expect to pay dividends in the future; any return on investment may be limited to the value of our common stock.

 We
do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend
on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider
relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development
and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to
the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of
directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its
stock price appreciates.

 Authorization
of preferred stock.

 Our
Certificate of Incorporation, as amended, authorizes the issuance of up to 5,000,000 shares of preferred stock with designations, rights
and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder
approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting
power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. As of December 31, 2023, we have
authorized and issued 52,000 shares of Series B Preferred Stock. Please see NOTE
I - CAPITAL STOCK for further information.

 The
Shares are an illiquid investment and transferability of the Shares is subject to significant restriction.

 There
are substantial restrictions on the transfer of the Shares. Therefore, the purchase of the Shares must be considered a long-term investment
acceptable only for prospective investors who are willing and can afford to accept and bear the substantial risk of the investment for
an indefinite period of time. There is not a public market for the resale of the Shares. A prospective investor, therefore, may not be
able to liquidate its investment, even in the event of an emergency, and Shares may not be acceptable as collateral for a loan.

 The
market price for our common stock may be particularly volatile given our status as a relatively unknown company, with a limited operating
history and lack of profits which could lead to wide fluctuations in our share price. You may be unable to sell your common stock at
or above your purchase price, which may result in substantial losses to you.

 Our
stock price may be particularly volatile when compared to the shares of larger, more established companies that trade on a national securities
exchange and have large public floats. The volatility in our share price will be attributable to a number of factors. First, our common
stock will be compared to the shares of such larger, more established companies, sporadically and thinly traded. As a consequence of
this limited liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the
price of those shares in either direction. The price for our shares could decline precipitously in the event that a large number of shares
of our common stock are sold on the market without commensurate demand. Second, we are a speculative or "risky" investment
due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products.
As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in
the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts
than would be the case with the stock of a larger, more established company that trades on a national securities exchange and has a large
public float. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating
performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any
time. Moreover, the OTCQB market is not a liquid market in contrast to the major stock exchanges. We cannot assure you as to the
liquidity or the future market prices of our common stock if a market does develop. If an active market for our common stock does not
develop, the fair market value of our common stock could be materially adversely affected.

 Existing
stockholders will experience significant dilution from our sale of shares under potential Securities Purchase Agreements.

 The
sale of shares pursuant to any Securities Purchase Agreements executed by the Company in the future will have a dilutive impact on our
stockholders. As a result, the market price of our common stock could decline significantly, as we sell shares pursuant to the Securities
Purchase Agreement. In addition, for any particular advance, we will need to issue a greater number of shares of common stock under the
Securities Purchase Agreement as our stock price declines. If our stock price is lower, then our existing stockholders would experience
greater dilution.

 The
Company May Issue Shares of Preferred Stock with Greater Rights than Common Stock.

 The
Company's charter authorizes the Board of Directors to issue one or more series of preferred stock and set the terms of the preferred
stock without seeking any further approval from holders of the Company's common stock. Any preferred stock that is issued may rank
ahead of the Company's common stock in terms of dividends, priority and liquidation premiums and may have greater voting rights
than the Company's common stock.

 Being
a Public Company Significantly Increases the Company's Administrative Costs.

 The
Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and listing requirements subsequently adopted by the
NYSE Amex in response to Sarbanes-Oxley, have required changes in corporate governance practices, internal control policies and audit
committee practices of public companies. Although the Company is a relatively small public company, these rules, regulations, and requirements
for the most part apply to the same extent as they apply to all major publicly traded companies. As a result, they have significantly
increased the Company's legal, financial, compliance and administrative costs, and have made certain other activities more time
consuming and costly, as well as requiring substantial time and attention of our senior management. The Company expects its continued
compliance with these and future rules and regulations to continue to require significant resources. These rules and regulations also
may make it more difficult and more expensive for the Company to obtain director and officer liability insurance in the future and could
make it more difficult for it to attract and retain qualified members for the Company's Board of Directors, particularly to serve
on its audit committee.

 Our
shares are subject to the U.S. "Penny Stock" Rules and investors who purchase our shares may have difficulty re-selling their
shares as the liquidity of the market for our shares may be adversely affected by the impact of the "Penny Stock" Rules.

 Our
stock is subject to U.S. "Penny Stock" rules, which may make the stock more difficult to trade on the open market. Our common
shares are not currently traded on the OTCQB market, but it is the Company's plan that the common shares be quoted on the
OTCQB market. A "penny stock" is generally defined by regulations of the U.S. Securities and Exchange Commission ("SEC")
as an equity security with a market price of less than US$5.00 per share. However, an equity security with a market price under US $5.00
will not be considered a penny stock if it fits within any of the following exceptions:

 (i)

 the
 equity security is listed on NASDAQ or a national securities exchange;

 (ii)

 the
 issuer of the equity security has been in continuous operation for less than three years, and either has (a) net tangible assets
 of at least US $5,000,000, or (b) average annual revenue of at least US $6,000,000; or

 (iii)

 the
 issuer of the equity security has been in continuous operation for more than three years and has net tangible assets of at least
 US $2,000,000.

 Our
common stock does not currently fit into any of the above exceptions.

 If
an investor buys or sells a penny stock, SEC regulations require that the investor receive, prior to the transaction, a disclosure explaining
the penny stock market and associated risks. Furthermore, trading in our common stock will be subject to Rule 15g-9 of the Exchange Act,
which relates to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers who recommend our securities to persons
other than established customers and accredited investors must make a special written suitability determination for the purchaser and
receive the purchaser's written agreement to a transaction prior to sale. Securities are exempt from this rule if their market
price is at least $5.00 per share. Since our common stock is currently deemed penny stock regulations, it may tend to reduce market liquidity
of our common stock, because they limit the broker/dealers' ability to trade, and a purchaser's ability to sell, the stock
in the secondary market.

 The
low price of our common stock has a negative effect on the amount and percentage of transaction costs paid by individual shareholders.
The low price of our common stock also limits our ability to raise additional capital by issuing additional shares. There are several
reasons for these effects. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks.
Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin.
Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally,
broker's commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced
stocks. As a result, the Company's shareholders may pay transaction costs that are a higher percentage of their total share value
than if our share price were substantially higher.

 Because
we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and experience further dilution.

 We
are authorized to issue up to 3,000,000,000 shares of common stock, of which 8,814,613 and 1,264,145 shares of common stock are issued
and outstanding as of December 31, 2023 and December 31, 2022, respectively. Our Board of Directors has the authority to cause us to
issue additional shares of common stock and to determine the rights, preferences and privileges of such shares, without consent of any
of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of our stock in the future.

 A
reverse stock split may decrease the liquidity of the shares of our common stock.

 The
liquidity of the shares of our common stock may be affected adversely by a reverse stock split given the reduced number of shares that
will be outstanding following a reverse stock split, especially if the market price of our common stock does not increase as a result
of the reverse stock split.

 Following
a reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors,
and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

 Although
we believe that a higher market price of our common stock may help generate greater or broader investor interest, we cannot assure you
that a reverse stock split will result in a share price that will attract new investors.

 You
may be diluted by conversions of the Company's Series B Preferred Stock, convertible notes and exercises of outstanding options
and warrants.

 As
of December 31, 2023, we had (i) four outstanding convertible notes with a total principal amount of $659,288 which is convertible into
an indeterminate number of shares of common stock, and (ii) 52,000 shares of our Series B Convertible Preferred Stock convertible into
an undetermined number of shares of our common stock. Please see NOTE H – CONVERTIBLE NOTES PAYABLE and NOTE I - CAPITAL
STOCK for further information.

 The
exercise of such options and warrants, conversion of the third-party notes and conversion of our Series B Convertible Preferred Stock
will result in further dilution of your investment. In addition, you may experience additional dilution if we issue common stock in the
future. As a result of this dilution, you may receive significantly less in net tangible book value than the full purchase price you
paid for the shares in the event of liquidation.

 Issuances
of shares of common stock or securities convertible into or exercisable for shares of common stock following this offering, as well as
the exercise of options and warrants outstanding, will dilute your ownership interests and may adversely affect the future market price
of our common stock.

 The
issuance of additional shares of our common stock or securities convertible into or exchangeable for our common stock could be dilutive
to stockholders if they do not invest in future offerings. We may seek additional capital through a combination of private and public
offerings in the future.

 The
Company's shares of common stock are quoted on the OTC Marketplace, which limits the liquidity and price of the Company's
common stock.

 The
Company's shares of Common Stock are traded on the OTC Marketplace under the symbol "DGWR." Quotation of the Company's
securities on the OTC Marketplace limits the liquidity and price of the Company's Common Stock more than if the Company's
shares of Common Stock were listed on The Nasdaq Stock Market or a national exchange.

 FINRA
sales practice requirements may limit a stockholder's ability to buy and sell our stock.

 The
Financial Industry Regulatory Authority, Inc. ("FINRA") has adopted rules requiring that, in recommending an investment to
a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending
speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these
rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable
for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for
broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders
to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.

 We
are classified as a "smaller reporting company" and we cannot be certain if the reduced disclosure requirements applicable
to smaller reporting companies will make our common stock less attractive to investors.

 We
are a "smaller reporting company." Specifically, "smaller reporting companies" are able to provide simplified
executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring
that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial
reporting; and have certain other decreased disclosure obligations in their SEC filings.

 Because
directors and officers currently and for the foreseeable future will continue to control Green Deep Waste, it is not likely that you
will be able to elect directors or have any say in the policies of the Company.

 Our
shareholders are not entitled to cumulative voting rights. Consequently, the election of directors and all other matters requiring shareholder
approval will be decided by majority vote. The directors, officers and affiliates of Deep Green Waste beneficially own approximately
99.8% of our outstanding common stock either through direct ownership or through another class of capital stock that may be convertible
into shares of our common stock. Due to such significant ownership position held by our insiders, new investors may not be able to effect
a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management.
Our Chief Executive Officer, Interim Chief Financial Officer and Director, Bill Edmonds, owns all 52,000 issued and outstanding shares
of the Company's Series B Preferred Stock, which has voting rights equal to 20,000 votes for each share of Series B held. As of
the date of this filing, Mr. Edmonds would have voting rights equal to 1,042,183,699 shares (1,040,000,000 voting shares through the
Series B Preferred Stock and 2,183,699 shares of common stock held) or approximately 99.4 % of the shares available to vote for a matter
brought before shareholders.

 Since
we intend to retain any earnings for development of our business for the foreseeable future, you will likely not receive any dividends
for the foreseeable future.

 We
have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings
to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the
foreseeable future.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS.

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.

 ITEM
 1C.

 CYBERSECURITY.

 We
acknowledge the increasing importance of cybersecurity in today's digital and interconnected world. Cybersecurity threats pose
significant risks to the integrity of our systems and data, potentially impacting our business operations, financial condition and reputation.

 As
a smaller reporting company, we currently do not have formalized cybersecurity measures, a dedicated cybersecurity team or specific protocols
in place to manage cybersecurity risks. Our approach to cybersecurity is in the developmental stage, and we have not yet conducted comprehensive
risk assessments, established an incident response plan or engaged with external cybersecurity consultants for assessments or services.

 Given
our current stage of cybersecurity development, we have not experienced any significant cybersecurity incidents to date. However, we
recognize that the absence of a formalized cybersecurity framework may leave us vulnerable to cyberattacks, data breaches and other cybersecurity
incidents. Such events could potentially lead to unauthorized access to, or disclosure of, sensitive information, disrupt our business
operations, result in regulatory fines or litigation costs and negatively impact our reputation among customers and partners.

 We
are in the process of evaluating our cybersecurity needs and developing appropriate measures to enhance our cybersecurity posture. This
includes considering the engagement of external cybersecurity experts to advise on best practices, conducting vulnerability assessments
and developing an incident response strategy. Our goal is to establish a cybersecurity framework that is commensurate with our size,
complexity and the nature of our operations, thereby reducing our exposure to cybersecurity risks.

 In
addition, our board of directors will oversee any cybersecurity risk management framework and a dedicated committee of our board of directors
or an officer appointed by our board of directors will review and approve any cybersecurity policies, strategies and risk management
practices.

 Despite
our efforts to improve our cybersecurity measures, there can be no assurance that our initiatives will fully mitigate the risks posed
by cyber threats. The landscape of cybersecurity risks is constantly evolving, and we will continue to assess and update our cybersecurity
measures in response to emerging threats.

 For
a discussion of potential cybersecurity risks affecting us, please refer to the "Risk Factors" section.

 ITEM
 2.

 PROPERTIES.

 Corporate
office

 Our
current office space is located at 3524 Central Pike, #310, Hermitage, TN 37076. We are currently entered into a 61 month lease and we
believe we will be at our current office space for the foreseeable future.

 Amwaste
operations

 In
conjunction with the Amwaste Asset Acquisition, the Company acquired two storage yards. The first storage yard is located at 4150 Whitlock
St., Brunswick, GA 31520 and the monthly rent is $500.00 The second storage yard is located at 288 North Harrington Rd, St. Simons Island,
GA 31522 and the monthly rent is $100. There is storage area located at 7171 Hwy 24, Townville, SC 29689 where Amwaste equipment is often
serviced and corporate Deep Green Waste & Recycling documents are archived. That rent is $500 per month and like the aforementioned
is rented on month-to-month basis with no formal contract. As of March 18, 2024, the assets of Amwaste were sold to Matter Management
for $175,000.

 Lyell
Environmental Services, Inc. operations

 In
January 2024, Lyell moved its primary operations from 211 Shady Grove Rd to 3524 Central Pike, Suite 310, Hermitage, Tennessee, 37076.
The new lease has a 61 month term with a monthly rent of $5,400 per month with provisions for annual increases.

 ITEM
 3.

 LEGAL
 PROCEEDINGS.

 From
time to time, we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. We are currently
not a party to any material pending legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings.
In addition, management is not aware of any known litigation or liabilities involving the operators of our properties that could affect
our operations. Should any liabilities be incurred in the future, they will be accrued based on management's best estimate of the
potential loss. As such, there is no adverse effect on our consolidated financial position, results of operations or cash flow at this
time. Furthermore, Management of the Company does not believe that there are any proceedings to which any director, officer, or affiliate
of the Company, any owner of record of the beneficially or more than five percent of the common stock of the Company, or any associate
of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest
adverse to the Company.

 On
June 20, 2018, Central Ohio Contractors, Inc. ("Plaintiff") filed a complaint against Deep Green Waste & Recycling, LLC
("Defendant") with the Common Pleas Court of Franklin County, Ohio, alleging that the Defendant failed to pay Plaintiff for
services rendered from January through March 2018 in the amount of $32,580.73. On August 1, 2018, the Court issued a Default Judgment
against the Company in the amount of $32,580.73 and court costs of $251. Said total is to draw interest at the legal rate of 4.0% interest
per annum beginning on April 30, 2018. As of December 31, 2021, $32,580.73 principal plus all post-judgment interest remains due.

 On
October 30, 2018, CoreCivic of Tennessee, LLC ("Plaintiff") filed a complaint against Deep Green Waste & Recycling, LLC
("Defendant") with the Chancery Court for Davidson County, Tennessee at Nashville, alleging that the Defendant defaulted
on its payment obligations in the amount of $411,210.42 under the Master Waste & Recycling Agreement entered into between the parties
and dated May 4, 2017. On January 14, 2019, the Court issued a Default Judgment Certificate against the Company in the amount of $411,210.42
principal, $11,942.00 in prejudgment interest and post-judgment interest until the judgment is paid in full for a per diem interest amount
of $81.15. As of December 31, 2021, $423,152.42 principal plus all post-judgment interest remains due.

 On
December 17, 2018, Angelo's Aggregate Materials, Ltd ("Plaintiff") filed a complaint against Deep Green Waste &
Recycling, LLC ("Defendant") with the Circuit Court of the Sixth Judicial Circuit in and for Pinellas County, Florida, alleging
that the Defendant failed to pay Plaintiff for services rendered from January 5, 2018 through March 31, 2018 in the amount of $29,777.41.
On January 24, 2019, the Court issued a Default Judgment against the Company in the amount of $29,777.41, court costs in the sum of $510
and prejudgment interest from April 30, 2018 to January 30, 2019, in the sum of $1,349.62, computed at the statutory rate of 5.72% per
annum, for the months of April through June 2018; 5.97% per annum for the months of July through September, 2018; 6.09% per annum for
the months of October through December, 2018; and 6.33% per annum for the month of January 2019, for a total of $31,631.03, all which
shall bear interest at the prevailing statutory rate of 6.33% per year from this date through December 31, 2019, for which let execution
issue forthwith. As of December 31, 2021, $31,631.03 principal plus all post-judgment interest remains due.

 On
December 31, 2022, management became aware of a Summons of Notice filed by Owen May and MD Global Partners with the State of New York
which names Lloyd T. Spencer and Deep Green Waste & Recycling. The summons claims breach of contract and other unsubstantiated accusations
seeking $350,000 in compensatory damages and $3,500,000 in punitive damages. Deep Green retained legal counsel in Manhattan, NY and is
in the process of vigorously defending these claims. It won a partial motion to dismiss in June 2023, wherein the court rejected all
of plaintiff's tort claims as well as those asserted against Deep Green's individual officer, Lloyd Spencer. The plaintiff
has neglected to prosecute the case since then, although the case remains technically active.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES.

 None.

 PART
II

 ITEM
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 The
Common Stock of the Company is currently trading on the OTCQB under the symbol "DGWR." The following information reflects
the high and low closing prices of the Company's common stock on the OTCQB.

 Quarterly period

 High

 Low

 Fiscal year ended December 31, 2023:

 First Quarter

 $
 0.5999

 $
 0.1499

 Second Quarter

 $
 0.5000

 $
 0.0109

 Third Quarter

 $
 0.1200

 $
 0.0221

 Fourth Quarter

 $
 0.0700

 $
 0.0130

 Fiscal year ended December 31, 2022:

 First Quarter

 $
 0.0113

 $
 0.028

 Second Quarter

 $
 0.0039

 $
 0.0017

 Third Quarter

 $
 0.0027

 $
 0.004

 Fourth Quarter

 $
 0.0013

 $
 0.0002

 Holders

 As
of December 31, 2023, there were 311 shareholders of record of our common stock.

 Dividend
Policy

 The
Company has never declared or paid any cash dividends on its common stock. We currently intend to retain future earnings, if any, to
finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

 Penny
Stock Regulations and Restrictions on Marketability

 The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or
quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided
by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized
risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading, (b) contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of
the securities laws, (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price, (d) contains a toll-free telephone number for inquiries on disciplinary
actions, (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks, and (f) contains such
other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations
for the penny stock, (b) the compensation of the broker-dealer and its salesperson in the transaction, (c) the number of shares to which
such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock, and
(d) a monthly account statement showing the market value of each penny stock held in the customer's account.

 In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's
written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks,
and a signed and dated copy of a written suitability statement.

 These
disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty
selling their shares of our common stock.

 Securities
authorized for issuance under equity compensation plans

 We
have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.

 Transfer
Agent

 The
transfer agent and registrar for our common stock is Transfer Online, 512 SE Salmon St., Portland, OR 97214, Tel: (503) 227-2950 Fax:
(503) 227-6874.

 Recent
Sales of Unregistered Securities

the years ended December 31, 2023 and 2022, each of the below transactions were exempt from the registration requirements of the Securities
Act in reliance upon Rule 701 promulgated under the Securities Act, Section 4(a)(2) of the Securities Act or Regulation D promulgated
under the Securities Act.

 Common
Stock

 For
the Year Ended December 31, 2023

 On
January 4, 2023, the Company issued a noteholder 57,270 shares of common stock in satisfaction of $13,530 principal. The $20,832 excess
of the $34,362 fair value of the 57,270 shares over the $13,530 liability reduction was charged to loss on conversion of debt in the
three months ended March 31, 2023.

 On
January 23, 2023, the Company issued a noteholder 59,048 shares of common stock in satisfaction of $15,500 principal. The $11,071 excess
of the $26,571 fair value of the 59,048 shares over the $15,500 liability reduction was charged to loss on conversion of debt in the
three months ended March 31, 2023.

 On
June 20, 2023, the Company effectuated a 1 for 1,500 shares reverse split which reduced the issued and outstanding shares of common stock
from 1,896,216,952 shares to 1,264,165 shares. The accompanying financial statements have been retroactively restated to reflect this
reverse split stock.

 On
June 20, 2023, the Company issued a total of 7,270,000 shares of common stock (6,000,000 were issued to the three officers of the Company,
1,270,000 to five key employees of the Company) for services rendered. The $854,225 fair value of the 7,270,000 common shares was charged
to operating expenses in the three months ended June 30, 2023.

 On
June 20, 2023, 280,000 shares of common stock were issued to a consultant for work previously performed. The $22,900 excess of the $32,900
fair value of the 280,000 shares over the $10,000 liability reduction was charged to loss on conversion of debt in the three months ended
June 30, 2023.

 2022

 On
January 3, 2022, the Company issued a noteholder 3,783 shares of common stock in satisfaction of $20,000 principal and $12,667 interest.
The $24,071 excess of the $56,738 fair value of the 3,783 shares over the $32,667 liability reduction was charged to loss on conversion
of debt in the three months ended March 31, 2022

 On
January 6, 2022, the Company issued a noteholder 6,047 shares of common stock in satisfaction of $50,794 principal. The $19,048 excess
of the $69,841 fair value of the 6,047 shares over the $50,794 liability reduction was charged to loss on conversion of debt in the three

 On
January 10, 2022, the Company issued a noteholder 3,810 shares of common stock in satisfaction of $30,000 principal. The $14,571 excess
of the $44,571 fair value of the 3,810 shares over the $30,000 liability reduction was charged to loss on conversion of debt in the three

 On
January 11, 2022, the Company issued a noteholder 3,810 shares of common stock in satisfaction of $30,000 principal. The $14,571 excess
of the $44,571 fair value of the 3,810 shares over the $30,000 liability reduction was charged to loss on conversion of debt in the three

 On
January 19, 2022, the Company issued 7,333 shares of common stock under the Company's 2021 Stock Option Incentive Plan to Bill
Edmonds for services rendered on behalf of the Company.

 On
January 19, 2022, the Company issued 3,333 shares of common stock under the Company's 2021 Stock Option Incentive Plan to David
Bradford for services rendered on behalf of the Company.

 On
January 19, 2022, the Company issued 3,333 shares of common stock under the Company's 2021 Stock Option Incentive Plan to Lloyd
Spencer for services rendered on behalf of the Company.

 On
January 19, 2022, the Company issued 667 shares of common stock under the Company's 2021 Stock Option Incentive Plan to an employee
as per the terms of his employment agreement.

 On
January 20, 2022, the Company issued 1,360 shares of common stock under the Company's 2021 Stock Option Incentive Plan to Lloyd
Spencer as per the terms of his employment agreement.

 On
January 20, 2022, the Company issued 1,480 shares of common stock as compensation to a Consultant.

 On
January 20, 2022, the Company issued a noteholder 5,333 shares of common stock in satisfaction of $25,571 principal and $12,000 interest.
The $15,229 excess of the $52,800 fair value of the 5,333 shares over the $37,571 liability reduction was charged to loss on conversion
of debt in the three months ended March 31, 2022.

 On
January 31, 2022, the Company issued a noteholder 4,177 shares of common stock in satisfaction of $25,000 principal. The $9,461 excess
of the $34,461 fair value of the 4,177 shares over the $25,000 liability reduction was charged to loss on conversion of debt in the three

 On
February 1, 2022, the Company issued a noteholder 5,148 shares of common stock in satisfaction of $30,000 principal. The $14,788 excess
of the $44,788 fair value of the 5,148 shares over the $30,000 liability reduction was charged to loss on conversion of debt in the three

 On
February 2, 2022, the Company issued a noteholder 5,442 shares of common stock in satisfaction of $30,000 principal. The $10,816 excess
of the $40,816 fair value of the 5,442 shares over the $30,000 liability reduction was charged to loss on conversion of debt in the three

 On
February 2, 2022, the Company issued a noteholder 4,535 shares of common stock in satisfaction of $25,000 principal. The $9,014 excess
of the $34,014 fair value of the 4,535 shares over the $25,000 liability reduction was charged to loss on conversion of debt in the three

 On
February 4, 2022, the Company issued a noteholder 5,870 shares of common stock in satisfaction of $74,429 principal. The $30,404 difference
of the $44,025 fair value of the 5,870 shares over the $74,429 liability reduction was credited to loss on conversion of debt in the

 On
February 10, 2022, the Company issued a noteholder 4,404 shares of common stock in satisfaction of $20,000 principal. The $8,406 excess
of the $28,406 fair value of the 4,404 shares over the $20,000 liability reduction was charged to loss on conversion of debt in the three

 On
February 23, 2022, the Company issued a noteholder 6,723 shares of common stock in satisfaction of $30,000 principal. The $17,395 excess
of the $47,395 fair value of the 6,723 shares over the $30,000 liability reduction was charged to loss on conversion of debt in the three

 On
March 18, 2022, the Company issued a noteholder 8,403 shares of common stock in satisfaction of $30,000 principal. The $16,639 excess
of the $46,639 fair value of the 8,403 shares over the $30,000 liability reduction was charged to loss on conversion of debt in the three

 On
March 21, 2022, the Company issued a noteholder 5,602 shares of common stock in satisfaction of $20,000 principal. The $11,933 excess
of the $31,933 fair value of the 5,602 shares over the $20,000 liability reduction was charged to loss on conversion of debt in the three

 On
March 24, 2022, the Company issued a noteholder 9,524 shares of common stock in satisfaction of $34,000 principal. The $14,571 excess
of the $48,571 fair value of the 9,524 shares over the $34,000 liability reduction was charged to loss on conversion of debt in the three

 On
March 24, 2022, the Company issued a noteholder 6,095 shares of common stock in satisfaction of $20,000 principal. The $11,086 excess
of the $31,086 fair value of the 6,095 shares over the $20,000 liability reduction was charged to loss on conversion of debt in the three

 On
April 18, 2022, the Company issued a noteholder 6,194 shares of common stock in satisfaction of $20,000 principal. The $19,024 excess
of the $39,024 fair value of the 6,194 shares over the $20,000 liability reduction was charged to loss on conversion of debt in the three

 On
April 19, 2022, the Company issued a noteholder 10,280 shares of common stock in satisfaction of $34,000 principal. The $30,762 excess
of the $64,762 fair value of the 10,280 shares over the $34,000 liability reduction was charged to loss on conversion of debt in the

 On
April 25, 2022, the Company issued a noteholder 6,047 shares of common stock in satisfaction of $20,000 principal. The $10,839 excess
of the $30,839 fair value of the 6,047 shares over the $20,000 liability reduction was charged to loss on conversion of debt in the three

 On
April 27, 2022, the Company issued a consultant 2,892 shares of common stock for services rendered. The $13,446 fair value of the 2,892
shares was charged to professional and consulting fees in the three months ended June 30, 2022.

 On
April 28, 2022, the Company issued a noteholder 7,377 shares of common stock in satisfaction of $24,400 principal. The $9,904 excess
of the $34,304 fair value of the 7,377 shares over the $24,400 liability reduction was charged to loss on conversion of debt in the three

 On
April 29, 2022, the Company issued a noteholder 4,000 shares of common stock in satisfaction of $13,020 principal. The $6,180 excess
of the $19,200 fair value of the 4,000 shares over the $13,020 liability reduction was charged to loss on conversion of debt in the three

 On
May 19, 2022, the Company issued a noteholder 4,4998 shares of common stock in satisfaction of $11,101 principal. The $6,445 excess of
the $17,546 fair value of the 4,4998 shares over the $11,101 liability reduction was charged to loss on conversion of debt in the three

 On
August 24, 2022, the Company issued a noteholder 7,619 shares of common stock in satisfaction of $14,000 principal. The $7,714 excess
of the $21,714 fair value of the 7,619 shares over the $14,000 liability reduction was charged to loss on conversion of debt in the three
months ended September 30, 2022.

 On
August 24, 2022, the Company issued a noteholder 5,013 shares of common stock in satisfaction of $10,000 principal. The $4,286 excess
of the $14,286 fair value of the 5,013 shares over the $10,000 liability reduction was charged to loss on conversion of debt in the three
months ended September 30, 2022.

 On
August 30, 2022, the Company issued a noteholder 9,217 shares of common stock in satisfaction of $15,000 principal. The $5,737 excess
of the $20,737 fair value of the 9,217 shares over the $15,000 liability reduction was charged to loss on conversion of debt in the three
months ended September 30, 2022.

 On
August 31, 2022, the Company issued a noteholder 14,132 shares of common stock in satisfaction of $23,000 principal. The $8,797 excess
of the $31,797 fair value of the 14,132 shares over the $23,000 liability reduction was charged to loss on conversion of debt in the
three months ended September 30, 2022.

 On
September 1, 2022, the Company issued a noteholder 9,524 shares of common stock in satisfaction of $15,000 principal. The $6,429 excess
of the $21,429 fair value of the 9,524 shares over the $15,000 liability reduction was charged to loss on conversion of debt in the three
months ended September 30, 2022.

 On
September 16, 2022, the Company issued a noteholder 15,250 shares of common stock in satisfaction of $20,000 principal. The $12,000 excess
of the $32,000 fair value of the 15,250 shares over the $20,000 liability reduction was charged to loss on conversion of debt in the
three months ended September 30, 2022.

 On
September 16, 2022, the Company issued a noteholder 17,524 shares of common stock in satisfaction of $23,000 principal. The $13,800 excess
of the $36,800 fair value of the 17,524 shares over the $23,000 liability reduction was charged to loss on conversion of debt in the
three months ended September 30, 2022.

 On
October 10, 2022, the Company issued a noteholder 19,048 shares of common stock in satisfaction of $14,000 principal. The $17,429 excess
of the $31,429 fair value of the 19,048 shares over the $14,000 liability reduction was charged to loss on conversion of debt in the

 On
October 11, 2022, the Company issued a noteholder 19,048 shares of common stock in satisfaction of $15,000 principal. The $10,714 excess
of the $25,714 fair value of the 19,048 shares over the $15,000 liability reduction was charged to loss on conversion of debt in the

 On
October 13, 2022, the Company issued a noteholder 21,361 shares of common stock in satisfaction of $15,700 principal. The $13,137 excess
of the $28,837 fair value of the 21,361 shares over the $15,700 liability reduction was charged to loss on conversion of debt in the

 On
October 18, 2022, the Company issued a noteholder 22,132 shares of common stock in satisfaction of $16,267 principal. The $10,291 excess
of the $26,558 fair value of the 22,132 shares over the $16,267 liability reduction was charged to loss on conversion of debt in the

 On
October 19, 2022, the Company issued a noteholder 23,537 shares of common stock in satisfaction of $17,300 principal. The $7,414 excess
of the $24,714 fair value of the 23,537 shares over the $17,300 liability reduction was charged to loss on conversion of debt in the

 On
October 28, 2022, the Company issued Bill Edmonds 133,333 shares of common stock in satisfaction of $100,000 of personal loans and other
compensation.

 On
October 28, 2022, the Company issued David Bradford 133,333 shares of common stock in satisfaction of $100,000 of personal loans and
other compensation.

 On
October 28, 2022, the Company issued Lloyd Spencer 131,829 shares of common stock in satisfaction of $98,872 of personal loans and other
compensation.

 On
November 21, 2022, the Company issued a noteholder 44,286 shares of common stock in satisfaction of $22,200 principal. The $37,890 excess
of the $60,090 fair value of the 44,286 shares over the $22,200 liability reduction was charged to loss on conversion of debt in the

 On
November 21, 2022, the Company issued a noteholder 41,905 shares of common stock in satisfaction of $22,000 principal. The $34,571 excess
of the $56,571 fair value of the 41,905 shares over the $22,000 liability reduction was charged to loss on conversion of debt in the

 On
November 28, 2022, the Company issued a noteholder 41,905 shares of common stock in satisfaction of $9,081.05 principal. The $2,450 excess
of the $11,531 fair value of the 41,905 shares over the $9,081 liability reduction was charged to loss on conversion of debt in the three
months ended December 31, 2022.

 On
December 6, 2022, the Company issued a noteholder 49,873 shares of common stock in satisfaction of $15,710 principal. The $14,214 excess
of the $29,924 fair value of the 49,873 shares over the $15,710 liability reduction was charged to loss on conversion of debt in the

 On
December 6, 2022, the Company issued a noteholder 44,286 shares of common stock in satisfaction of $18,600 principal. The $7,971 excess
of the $26,571 fair value of the 44,286 shares over the $18,600 liability reduction was charged to loss on conversion of debt in the

 On
December 19, 2022, the Company issued a noteholder 53,968 shares of common stock in satisfaction of $17,000 principal. The $7,286 excess
of the $24,286 fair value of the 53,968 shares over the $17,000 liability reduction was charged to loss on conversion of debt in the

 Preferred
Stock

 For
the year ended December 31, 2023

 None

 For
the year ended December 31, 2022

 On
November 30, 2022, the Company issued 21,000 shares of its Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $21,000
loans payable to Mr. Edmonds.

 The
number of preferred shares authorized with a par value of $0.0001 per share at September 30, 2023 and December 31, 2022 was 5,000,000
and 5,000,000, respectively. At September 30, 2023 and December 31, 2022, there were 52,000 and 52,000 shares of preferred stock issued
and outstanding, respectively.

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The
following discussion of our financial condition and results of operations should be read in conjunction with our financial statements
and the related notes, and other financial information included in this report.

 Our
Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.
Forward-looking statements are, by their very nature, uncertain and risky. Forward-looking statements are often identified by words like:
"believe", "expect", "estimate", "anticipate", "intend", "project"
and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this Annual Report on Form 10-K. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. These risks
and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage,
or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant
customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans;
business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency
exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission. Our
actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute
to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K.

 Although
the forward-looking statements in this annual report on Form 10-K reflect the good faith judgment of our management, such statements
can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject
to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking
statements. You are urged to carefully review and consider the various disclosures made by us in herein and in our other reports as we
attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations
and prospects.

 Our
financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles. All references to "common stock" refer to the common shares in our capital stock.

 Overview

 Deep
Green Waste & Recycling, Inc. (f/k/a Critic Clothing, Inc.) ("Deep Green", the "Company", "we",
"us", or "our") is a publicly quoted company seeking to create value for its shareholders by seeking to acquire
other operating entities for growth in return for shares of our common stock.

 The
Company was organized as a Nevada Corporation on August 24, 1995 under the name of Evader, Inc. On May 25, 2012, the Company filed its
Foreign Profit Corporation Articles of Domestication to change the domicile of the Company from Nevada to Wyoming. On November 4, 2015,
the Company filed an Amendment to its Articles of Incorporation to change the name of the Company to Critical Clothing, Inc. and on August
28, 2017 an Amendment was filed to change the Company name to Deep Green Waste & Recycling, Inc.

 Deep
Green was a full-service waste & recycling company that managed services to and logistics for large commercial properties throughout
the continental U.S. The Company served retail malls and shopping centers, multi-family apartment and townhome communities, hospitals,
hotels, correctional institutions, office parks and more. Our unique value proposition was in the design and execution of end-to-end
waste management programs for our clients. Our programs not only saved money on direct waste disposal, lower administrative costs and
equipment costs, but they also provided income from direct recycling rebates. We had a presence in over 30 states across all regions
of the United States and served approximately 300 commercial customers.

 On
August 10, 2017, our majority shareholder and our board of directors approved an amendment to our Articles of Incorporation for the purpose
of approving a reverse split of one to one thousand in which each shareholder will be issued one common share in exchange for every one
thousand common shares of their currently issued common stock. Prior to approval of the reverse split, we had a total of 99,997,102,862
issued and outstanding shares of common stock, par value $0.0001. On September 27, 2017, the effective date of the reverse split, we
had a total of 99,997,102 issued and 90,697,102 outstanding shares of common stock, par value $0.0001.

 On
August 24, 2017, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
(the "Agreement") with St. James Capital Management, LLC. Under the terms of the Agreement, the Company transferred and assigned
all of the assets of the Company related to its extreme sports apparel design and manufacturing business in exchange for the assumption
of certain liabilities and cancellation of 3,000,000,000 shares of common stock of the Company.

 On
August 24, 2017, the Company entered into a Merger Agreement (the "Merger Agreement") with Deep Green Acquisition, LLC, a
Georgia limited liability company and wholly owned subsidiary of the Company ("Merger Sub") and Deep Green Waste and Recycling,
LLC, a privately held Georgia limited liability company ("Deep Green Waste"). In connection with the closing of this merger
transaction, Merger Sub merged with and into Deep Green Waste (the "Merger") on August 24, 2017, with the filing of Articles
of Merger with the Georgia Secretary of State.

 On
October 1, 2017, the Company acquired Compaction and Recycling Equipment Inc (CARE), a Portland, Oregon based company that sells and
services waste and recycling equipment. The Company purchased 100% of the common stock for $902,700, of which $586,890 was paid in cash
at closing and a promissory note was executed in the amount of $315,810. The note pays simple interest at the rate of 7% per annum on
the outstanding balance due, amortized over forty-eight months and payable in quarterly installments, with the first payment being due
on the first day of the first month following 90 days after closing. Please see NOTE G – DEBT for further information.

 On
October 1, 2017, the Company acquired Columbia Financial Services Inc (CFSI), a Portland, Oregon based company that finances the purchases
of waste and recycling equipment. Deep Green purchased 100% of the common stock for $597,300, of which $418,110 was paid in cash at closing
and a promissory note was executed in the amount of $179,190. The note pays simple interest at the rate of 7% per annum on the outstanding
balance due, amortized over forty-eight months and payable in quarterly installments, with the first payment being due on the first day
of the first month following 90 days after closing. Please see NOTE G – DEBT for further information.

 On
August 7, 2018, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiaries and Assumption of Obligations
(the "Agreement") with Mirabile Corporate Holdings, Inc. Under the terms of the Agreement, the Company transferred all capital
stock of its two wholly owned subsidiaries, Compaction and Recycling Equipment, Inc. and Columbia Financial Services, Inc., to Mirabile
Corporate Holdings, Inc. in exchange for the assumption and cancellation of certain liabilities.

 On
February 8, 2021, the Company, through its wholly owned subsidiary DG Research, Inc. (the "Buyer"), entered into an Asset
Purchase Agreement (the "Agreement") with Amwaste, Inc. (the "Seller"). Under the terms of the Agreement, the
Buyer has agreed to purchase from the Seller certain assets (the "Assets") utilized in the Seller's waste management
business located in Glynn County, Georgia. In consideration for the purchase of the Assets, the Buyer shall pay the seller $150,000 and
issue the Seller 2,000,000 shares of the Company's restricted common stock. The Buyer shall remit $50,000 at Closing and shall
issue the Seller a Promissory Note (the "Note") in the amount of $110,000. The Note principal shall be reduced by $10,000
if the Note is paid in full on or before March 8, 2021. The Note is secured by the Assets purchased through the Agreement. The transaction
closed on February 11, 2021. At Closing, the Buyer remitted the $50,000 payment. On February 16, 2021, the Company issued the Seller
the 2,000,000 shares of restricted common stock.

 On
July 11, 2021, the Company's Board unanimously approved an Amendment to our Articles of Incorporation (the "Authorized Share
Amendment") to increase the number of authorized shares of Common Stock of the Company from 250,000,000 to 500,000,000 and to increase
the number of authorized shares of Preferred Stock of the Company from 2,000,000 to 5,000,000 with the Board maintaining the discretion
of whether or not to implement the increase in authorized shares of Common and Preferred Stock. On July 11, 2021, the Majority Stockholders
delivered an executed written consent in lieu of a special meeting (the "Stockholder Consent") authorizing and approving
the Authorized Share Amendment and the increase in authorized shares of Common and Preferred Stock.

 On
August 11, 2021, the Company entered into a Securities Purchase Agreement (the "Agreement") with Jeremy Lyell (the "Shareholder")
and Lyell Environmental Services, Inc. (hereinafter "LES"). On October 19, 2021, the Company closed on the Securities Purchase
Agreement (the "Agreement") with Jeremy Lyell (the "Shareholder"). In consideration for the purchase of all Lyell
Environmental Services, Inc. shares from the Shareholder, the Company was to pay the Shareholder (i) $50,000 upon execution of the Agreement
that was held in escrow, (ii) $1,300,000 at Closing, and (iii) 2,000,000 shares of the Company's common stock. Under the amended
Agreement (the "Amended Agreement"), the Company paid to the Shareholder (i) the $50,000 paid upon execution of the Agreement
and that was held in escrow, (ii) $1,000,000 at Closing, and (iii) 2,000,000 shares of the Company's common stock. The Company
also issued the Shareholder a Promissory Note (the "Promissory Note") in the amount of $186,537.92. The Promissory Note accrues
interest at 7% per annum and is due on December 18, 2021. The transaction closed on October 19, 2021. The Company made a payment of $140,000
on March 7, 2022 against the Promissory Note. At December 31, 2023, the remaining amount due is

 Results
of Operations

 2023

 2022

 $ Change

 % Change

 Gross revenue

 $
 2,682,762

 $
 1,053,612

 $
 1,629,150

 %

 Cost of Sales

 637,608

 395,829

 241,779

 %

 Gross Profit

 2,045,694

 657,783

 1,387,911

 %

 Operating Expenses

 2,305,009

 1,442,021

 862,988

 %

 Loss from Operations

 (259,314
)

 (784,238
)

 524,924

 %

 Other income (expense)

 (430,826
)

 (409,983
)

 20,843

 %

 Net income (loss)

 (690,140
)

 (1,194,221
)

 504,081

 %

 Net loss per share - basic and diluted

 $
 (0.08
)

 $
 (0.00
)

 $
 (0.08
)

 -
 %

 Operating
Revenues

 Since
our inception on August 24, 1995, we have generated minimal revenue from our operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial
risks associated with the limited capital resources currently available to us and risks associated with the implementation of our business
strategies.

 For
the years ended December 31, 2023 and 2022, we generated $2,682,762 and $1,053,612 in revenue, respectively.

 Gross
Profit

 Our
Gross Profit was $2,045,694 and $657,783 for the years ended December 31, 2023 and 2022, respectively.

 We
anticipate that our cost of revenues will increase in 2024 and for the foreseeable future as we expand our operations in the waste and
recycling sector.

 Operating
Expenses and Net Loss

 Our
operating expenses were $2,305,009 and $1,442,021 for the years ended December 31, 2023 and 2022, respectively.

 We
incurred $23,285 and $40,618 in advertising expenses during fiscal years 2023 and 2022, respectively.

 We
incurred $217,200 and $271,333 in officer compensation during fiscal years 2023 and 2022, respectively. The Company anticipates that
it will need to expand its management team with future acquisitions or joint ventures.

 Loss
from Operations

 The
Company's loss from operations decreased to $259,314 for the year ended December 31, 2023 from $784,238 in 2022, a decrease of
$587,076.

 Other
Income (Expenses)

 Other
income (expenses) ($430,826) included loss on derivative liability, loss on conversions of notes payable and interest expense offset
by gain on settlement of an asset retirement in the amount of ($45,647) the year ended December 31, 2023 as compared to ($409,983) the
year ended December 31, 2022, a decrease of ($20,843).

 Net
Income (Loss)

 For
the fiscal year ended 2023, our net loss decreased to ($690,140, as compared to a net loss of ($1,194,221) for the year ended December
31, 2022, an improvement of $504,081. The decrease in net loss was largely attributable to an increase in profitability attributable
to the Oxford House Project.

 Liquidity
and Capital Resources

 Working
Capital

 Year ended
2023

 Year ended
2022

 Current Assets

 1,193,986

 229,837

 Current Liabilities

 5,421,072

 4,998,447

 Working Capital (Deficit)

 (4,227,086
)

 (4,768,610
)

 At
December 31, 2023, the Company had cash of $318,580 and total current assets of $1,193,986 compared with cash of $36,616 and total current
assets of $229,837 at December 31, 2022. Current asset improvement driven largely by the increase in Accounts Receivable and Cash as
the result of the Oxford House project.

 At
December 31, 2023, the Company had total current liabilities of $5,421,072 compared to $4,998,447 at December 31, 2022. The increase
in liabilities is due to a increases in accrued interest, accrued payroll and derivative liabilities.

 The
overall working capital deficit improved from $4,768,610 at December 31, 2022 to $4,227,086 at December 31, 2023, an improvement of $541,524
as increases in assets outpaced liabilities.

 Cash
Flows

 Year ended
2023

 Year ended
2022

 Cash Flows from (used in) Operating Activities

 74,881

 (209,894
)

 Cash Flows from (used in) Investing Activities

 -

 (1,964
)

 Cash Flows from (used in) Financing Activities

 207,353

 207,855

 Net Increase in Cash During Period

 282,234

 (3
)

 Cashflow
from Operating Activities

the year ended December 31, 2023, the Company generated cash of $74,881 in operating activities compared to cash used of $209,894 from
operating activities for the year ended December 31, 2022. The increase in cash generated from operating activities was largely attributable
to an increase in profitable projects.

 Cashflow
from Investing Activities

the year ended December 31, 2023, the Company was neutral in use of cash for investing activities compared to cash used of $1,964 from
investing activities for the year ended December 31, 2022. The decrease in cash used was not material.

 Cashflow
from Financing Activities

the year ended December 31, 2023, cash provided by financing activities was $207,353 compared to $207,855 for the year ended December
31, 2022. During the year ended December 31, 2023, the Company received $500,000 from the issuance of notes payable and $40,000 from
other debt compared to the year ended December 31, 2022, when the Company received $300,000 from the issuance of convertible notes payable
and $71,308 from other debt.

 We
currently have no external sources of liquidity, such as arrangements with credit institutions or off-balance sheet arrangements that
will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

 We
are dependent on our product sales to fund our operations and may require the sale of additional common stock to maintain operations.
Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances,
loans, and/or financial guarantees.

 If
we are unable to raise the funds required to fund our operations, we will seek alternative financing through other means, such as borrowings
from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations
from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect
that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient
revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we
may be forced to cease operations. If we fail to raise funds, we expect that we will be required to seek protection from creditors under
applicable bankruptcy laws.

 Convertible
Debentures

 (i)

 On
 July 2, 2021, the Company entered into a Securities Purchase Agreement ("SPA") with Labrys Fund, LP ("Labrys")
 and issued Labrys a Promissory Note (the "Note") in the amount of One Hundred Thousand and NO/100 Dollars ($100,000).
 The Note was convertible, in whole or in part, at any time and from time to time before maturity (July 2, 2022) at the option of
 the holder at the Conversion Price that shall equal $0.015. Holder was entitled to deduct $1,750.00 from the conversion amount in
 each Notice of Conversion to cover Holder's fees associated with each Notice of Conversion. The Note had a term of one (1)
 year and bore interest at 12% annually. The transaction closed on July 2, 2021. As part and parcel of the foregoing transaction,
 Labrys was issued a warrant granting the holder the right to purchase up to 5,000,000 shares of the Company's common stock
 at an exercise price of $0.02 for a term of 5-years. On July 8, 2021, the Company issued Labrys 1,000,000 shares of common stock
 as Commitment Shares as per the terms of the SPA.

 (ii)

 On
 October 14, 2021, the Company (the "Borrower") entered into a Note Purchase Agreement ("NPA") with each of
 BHP Capital NY Inc. and Quick Capital, LLC (together, the "Investors") and issued each of the Investors a Secured Convertible
 Promissory Note (the "Note") in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars
 ($666,667). The Note is convertible, in whole or in part, at any time and from time to time before maturity (October 14, 2022) at
 the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $0.01 or (b) 70% multiplied by the Market
 Price (as defined herein) (representing a discount rate of 30%) (the "Fixed Conversion Price"). "Market Price"
 means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period
 ending on the latest complete Trading Day prior to the Conversion Date "Trading Day" shall mean any day on which the
 Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on
 which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower's Common Stock closes
 below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the
 par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending
 this adjustment. If the shares of the Borrower's Common Stock have not been delivered within three (3) business days to the
 Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such
 date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the
 Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at
 any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then
 at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion
 Amount for such conversion may be increased to include Additional Principal, where "Additional Principal" means such
 additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable
 upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted
 by the Holder to the par value price. The Note has a term of one (1) year and bears interest at 10% annually. As part and parcel
 of the foregoing transaction, each of the Investors was issued 2,298,852 shares of common stock as Commitment shares and a warrant
 (the "Warrant") granting the holder the right to purchase up to 66,666,667 shares of the Company's common stock
 at an exercise price of $0.015 for a term of 5-years. The transaction closed on October 19, 2021. As of December 31, 2023, $189,388
 principal plus $0 interest were due on the Quick Capital Note.

 (iii)

 On
 October 14, 2021, the Company (the "Borrower") entered into a Note Purchase Agreement ("NPA") with each of
 BHP Capital NY Inc. and Quick Capital, LLC (together, the "Investors") and issued each of the Investors a Secured Convertible
 Promissory Note (the "Note") in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars
 ($666,667). The Note is convertible, in whole or in part, at any time and from time to time before maturity (October 14, 2022) at
 the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $0.01 or (b) 70% multiplied by the Market
 Price (as defined herein) (representing a discount rate of 30%) (the "Fixed Conversion Price"). "Market Price"
 means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period
 ending on the latest complete Trading Day prior to the Conversion Date "Trading Day" shall mean any day on which the
 Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on
 which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower's Common Stock closes
 below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the
 par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending
 this adjustment. If the shares of the Borrower's Common Stock have not been delivered within three (3) business days to the
 Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such
 date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the
 Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at
 any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then
 at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion
 Amount for such conversion may be increased to include Additional Principal, where "Additional Principal" means such
 additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable
 upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted
 by the Holder to the par value price. The Note has a term of one (1) year and bears interest at 10% annually. As part and parcel
 of the foregoing transaction, each of the Investors was issued 2,298,852 shares of common stock as Commitment shares and a warrant
 (the "Warrant") granting the holder the right to purchase up to 66,666,667 shares of the Company's common stock
 at an exercise price of $0.015 for a term of 5-years. The transaction closed on October 19, 2021. As of December 31, 2023, $219,900
 principal plus $0 interest were due on the BHP Note.

 (iv)

 On
 February 28, 2022, the Company (the "Borrower") entered into a Note Purchase Agreement ("NPA") with each
 of BHP Capital NY Inc. and Quick Capital, LLC (together, the "Investors") and issued each of the Investors a Secured
 Convertible Promissory Note (the "Note") in the amount of One Hundred Eighty-Seven Thousand Five Hundred and NO/100 Dollars
 ($187,500). The Notes have a term of one (1) year ("Maturity Date" of February 28, 2023) and shall have a one-time interest
 charge of ten percent (10%). The Borrower is to repay each Note with monthly payments as follows: (i) beginning on the four-month
 anniversary of the issue date, the Borrower is to pay $4,489.92 per month for months four through eleven, and (ii) then a balloon
 payment in the amount of $170,330.64 on the Maturity Date. The Notes are convertible into shares of Common Stock at any time after
 an Event of Default in any portion at the Default Conversion Price, in the sole discretion of the Holder. The "Default Conversion
 Price" shall mean $0.0005 per share. To the extent the Conversion Price of the Borrower's Common Stock closes below the
 par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value
 of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment.
 If the shares of the Borrower's Common Stock have not been delivered within three (3) business days to the Holder, the Notice
 of Conversion may be rescinded by the Holder. If at any time the Conversion Price as determined hereunder for any conversion would
 be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal
 such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal,
 where "Additional Principal" means such additional amount to be added to the Conversion Amount to the extent necessary
 to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have
 been issued had the Conversion Price not been adjusted by the Holder to the par value price. The transaction closed on March 2, 2022.

 On
 February 28, 2022, the Company (the "Borrower") entered into a Note Purchase Agreement ("NPA") with each
 of BHP Capital NY Inc. and Quick Capital, LLC (together, the "Investors") and issued each of the Investors a Secured
 Convertible Promissory Note (the "Note") in the amount of One Hundred Eighty-Seven Thousand Five Hundred and NO/100 Dollars
 ($187,500). The Notes have a term of one (1) year ("Maturity Date" of February 28, 2023) and shall have a one-time interest
 charge of ten percent (10%). The Borrower is to repay each Note with monthly payments as follows: (i) beginning on the four-month
 anniversary of the issue date, the Borrower is to pay $4,489.92 per month for months four through eleven, and (ii) then a balloon
 payment in the amount of $170,330.64 on the Maturity Date. The Notes are convertible into shares of Common Stock at any time after
 an Event of Default in any portion at the Default Conversion Price, in the sole discretion of the Holder. The "Default Conversion
 Price" shall mean $0.0005 per share. To the extent the Conversion Price of the Borrower's Common Stock closes below the
 par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value
 of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment.
 If the shares of the Borrower's Common Stock have not been delivered within three (3) business days to the Holder, the Notice
 of Conversion may be rescinded by the Holder. If at any time the Conversion Price as determined hereunder for any conversion would
 be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal
 such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal,
 where "Additional Principal" means such additional amount to be added to the Conversion Amount to the extent necessary
 to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have
 been issued had the Conversion Price not been adjusted by the Holder to the par value price. The transaction closed on March 2, 2022.

 Notes
in General

 The
Convertible Notes are convertible into shares of common stock of the Company based upon a discount to the market price. The conversion
terms of these Convertible Notes are based upon a discount to the then-prevailing average of the lowest trading bid prices (as described
above for each separate note) and, as a result, the lower the stock price at the time the holders convert the Convertible Notes, the
more shares of our common stock the holders will receive. The number of shares of common stock issuable upon conversion of these Convertible
Notes is indeterminate. If the trading price of our common stock is lower when the conversion price of these Convertible Notes is determined,
we would be required to issue a higher number of shares of our common stock, which could cause substantial dilution to our stockholders.
In addition, if the holders opt to convert these Convertible Notes into shares of our common stock and sell those shares it could result
in an imbalance of supply and demand for our common stock and resulting in lower trading prices for our common stock as reported by the
OTC Pink. The further our stock price declines, the further the adjustment of the conversion price will fall and the greater the number
of shares we will have to issue upon conversion.

 In
addition, the number of shares issuable upon conversion of the Convertible Note is potentially limitless. While the overall ownership
of each individual Holder at any one moment may be limited to 9.99% of the issued and outstanding shares of our common stock, each holder
may be free to sell any shares into the market that have previously been issued to them, thereby enabling them to convert the remaining
portion of these Convertible Notes.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA.

TO FINANCIAL STATEMENTS

 Financial
 Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 822)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated Statements of Stockholders' Deficiency for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 to F-31

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of Deep Green Waste & Recycling, Inc.:

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Deep Green Waste & Recycling, Inc. (the "Company") as of
December 31, 2023 and 2022 and the related consolidated statements of operations, stockholders' (deficiency), and cash flows for
the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of Deep Green Waste & Recycling, Inc. as of
December 31, 2023 and 2022, and the results of its operations and cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States.

 Going
Concern Uncertainty

 The
accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As
discussed in Note M to the financial statements, the Company's present financial situation raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to this matter are also described in Note M. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 /s/
 Michael T. Studer CPA P.C

 Michael
 T. Studer CPA P.C.

 Freeport,
 New York

 April
 22, 2024

 We
have served as the Company's auditor since 2019.

 F- 1

 DEEP

 CONSOLIDATED
BALANCE SHEETS

 ASSETS

 Current assets:

 Cash

 $
 318,441

 $
 36,616

 Accounts receivable, net of allowance for doubtful accounts of $ 75,105 at December 31, 2023 and $ 13,453 at December 31, 2022

 855,633

 170,954

 Other Current Assets

 19,912

 22,267

 Total current assets

 1,193,986

 229,837

 Property and equipment, net

 138,494

 179,113

 Goodwill and Intangible Assets, net

 786,062

 1,024,529

 Other assets:

 Deposits

 3,000

 7,000

 Total other assets

 927,556

 1,210,642

 Total assets

 $
 2,121,542

 $
 1,440,479

 LIABILITIES

 Current liabilities:

 Current portion of debt

 $
 575,077

 $
 598,251

 Convertible notes payable, net of debt discounts of $ 62,500 and $ 12,500 at December 31, 2023 and December 31, 2022, respectively

 971,788

 800,818

 Accounts payable

 3,028,905

 3,090,211

 Accrued expenses

 265,569

 99,869

 Deferred compensation

 102,286

 95,429

 Accrued interest

 200,279

 138,173

 Customer deposits payable

 62,986

 62,986

 Derivative liability

 214,702

 112,710

 Total current liabilities

 5,421,592

 4,998,447

 Long-term liabilities

 Long-term portion of debt

 -

 -

 Total long-term liabilities

 -

 -

 Total liabilities

 5,421,592

 4,998,447

 STOCKHOLDERS' DEFICIT

 Common stock, $.0001 and $.0001 par value; 3,000,000,000 and 3,000,000,000 shares authorized; 8,814,613 and 1,147,827 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 Preferred Stock, $.0001 and $.0001 par value, $ 1 and $ 1 per share stated value, 5,000,000 and 5,000,000 shares authorized; 52,000 and 52,000 shares of Series B Convertible Preferred Stock issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 Additional paid-in capital

 9,708,646

 8,761,354

 Accumulated deficit

 ( 13,061,577
)

 ( 12,371,437
)

 Total stockholders' deficit

 ( 3,300,050
)

 ( 3,557,968
)

 Total liabilities and stockholders' deficit

 $
 2,121,542

 $
 1,440,479

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 2

 DEEP

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For

 Revenues

 $
 2,682,762

 $
 1,053,612

 Cost of revenues

 637,068

 395,829

 Gross profit

 2,045,694

 657,783

 Operating expenses:

 Officer and director compensation (including stock-based compensation of $ 854,225 and $ 147,333, respectively)

 1,071,425

 271,333

 Professional and consulting (including stock-based compensation of $ 0 and $ 28,098, respectively)

 100,395

 103,202

 Provision for doubtful accounts

 70,827

 23,989

 Other selling, general and administrative

 784,855

 751,466

 Depreciation of property and equipment

 39,039

 44,646

 Amortization of intangible assets

 238,467

 247,385

 Total operating expenses

 2,305,008

 1,442,021

 Operating (loss)

 ( 259,314
)

 ( 784,238
)

 Other income/(expense):

 Derivative liability (expense) income

 ( 101,993
)

 1,260,501

 Interest expense (including amortization of debt discounts of $ 200,000 and $ 1,104,017, respectively)

 ( 319,966
)

 ( 1,224,970
)

 Gain on Asset Disposal

 45,647

 -

 Gain on settlement of note payable

 -

 11,879

 Loss on conversions of debt

 ( 54,803
)

 ( 453,191
)

 Other

 ( 4,202
)

 Total other (expense)

 ( 430,826
)

 ( 409,983
)

 Net (loss)

 $
 ( 690,140
)

 $
 ( 1,194,221
)

 Net loss per common share:

 Basic and diluted net loss per common share

 $
 ( 0.14
)

 $
 ( 2.40
)

 Basic and diluted weighted-average common shares outstanding

 5,055,555

 498,288

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 DEEP

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' (DEFICIENCY)

 For

 Shares

 Shares

 Capital

 Deficit

 Total

 Series B

 Additional

 Preferred stock

 Common Stock

 Paid in

 Accumulated

 Shares

 Shares

 Capital

 Deficit

 Total

 Balances at January 1, 2022

 31,000

 $
 31,000

 164,677

 $

 $
 6,840,621

 $
 ( 11,177,216
)

 $
 ( 4,305,579
)

 Issuance of common stock for consulting services

 -

 -

 4,372

 28,098

 -

 28,098

 Issuance of common stock to employees, officers and directors for accrued compensation

 -

 -

 414,523

 460,459

 -

 460,500

 Issuance of common stock in satisfaction of notes payable and accrued interest

 -

 -

 564.256

 1,432,178

 -

 1,432,234

 Issuance of Preferred B Shares to Officer in partial satisfaction of note payable

 21,000

 21,000

 -

 -

 -

 -

 21,000

 Net loss for the year ended December 31, 2022

 -

 -

 -

 -

 -

 ( 1,194,221
)

 ( 1,194,221
)

 Balances at December 31, 2022

 $

 1,147,827

 $

 $
 8,761,354

 $
 ( 12,371,437
)

 $
 ( 3,557,968
)

 Balances

 $

 1,147,827

 $

 $
 8,761,354

 $
 ( 12,371,437
)

 $
 ( 3,557,968
)

 Issuance of common stock in satisfaction of notes payable and accrued interest

 -

 -

 116,316

 60,922

 -

 60,933

 Issuance of common stock incentives for officers and directors

 -

 -

 6,000,000

 704,400

 -

 705,000

 Issuance of common stock incentives for employees

 -

 -

 1,270,000

 149,098

 -

 149,225

 Issuance of common stock in satisfaction of consulting services

 -

 -

 280,000

 32,872

 -

 32,900

 Rounded up fractional shares issued in connection with reverse split.

 -

 -

 -

 -

 -

 -

 Net loss for the year ended December 31, 2023

 -

 -

 -

 -

 -

 ( 690,140
)

 ( 690,140
)

 Balances at December 31, 2023

 $

 8,814,613

 $

 $
 9,708,646

 $
 ( 13,061,577
)

 $
 ( 3,300,050
)

 Balances

 $

 8,814,613

 $

 $
 9,708,646

 $
 ( 13,061,577
)

 $
 ( 3,300,050
)

 The
accompanying notes are an integral part of these statements.

 F- 4

 DEEP

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For

 OPERATING ACTIVITIES:

 Net income (loss) for the period

 $
 ( 690,140
)

 $
 ( 1,194,221
)

 Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 Depreciation of property and equipment

 39,039

 44,646

 Amortization of intangible assets

 238,467

 247,385

 Amortization of Debt Discounts

 200,000

 1,104,017

 Derivative liability (income) expense

 101,993

 ( 1,260,501
)

 Provision for doubtful accounts

 70,827

 23,989

 Stock-based compensation

 854,225

 175,431

 Loss on conversions of debt

 54,803

 453,191

 Gain on asset disposal

 ( 45,647
)

 -

 Gain on Note Settlement

 -

 ( 11,879
)

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 755,506
)

 ( 9,041
)

 Other current assets

 2,355

 ( 13,508
)

 Deposits

 4,000

 -

 Accounts payable

 ( 55,665
)

 ( 8,559
)

 Accrued expenses

 165,700

 113,152

 Deferred compensation

 6,857

 6,622

 Accrued interest

 62,106

 123,382

 Net cash provided by (used in) operating activities

 253,414

 ( 205,894
)

 INVESTING ACTIVITIES:

 Purchase of property and equipment

 -

 ( 1,964
)

 Proceeds from disposition of asset

 51,585

 -

 Net cash provided by (used in) investing activities

 51,585

 ( 1,964
)

 FINANCING ACTIVITIES:

 Proceeds from secured notes and convertible notes payable

 500,000

 300,000

 Repayment of secured notes

 ( 500,000
)

 -

 Repayment of note issued in Lyell Acquisition

 -

 ( 140,000
)

 Increase (decrease) in other debt

 ( 23,174
)

 47,855

 Net cash provided by financing activities

 ( 23,174
)

 207,855

 NET INCREASE (DECREASE) IN CASH

 281,825

 ( 3
)

 CASH, BEGINNING OF PERIOD

 36,616

 36,619

 CASH, END OF PERIOD

 $
 318,441

 $
 36,616

 Supplemental disclosure of cash flow information

 Cash paid during the year for:

 Interest

 $
 57,860

 $
 2,188

 Income taxes

 $
 -

 $

 Non-Cash investing and financing activities:

 Issuance of 0 and 21,000 shares, Series B Convertible Preferred Stock in partial satisfaction of note payable to CEO

 $
 -

 $
 21,000

 Issuance of common stock to officers for accrued compensation

 $
 -

 $
 231,150

 Issuance of common stock in satisfaction of loans payable to officers

 $
 -

 $
 82,511

 Issuance of common stock in satisfaction of deferred compensation

 $
 -

 $
 3,739

 Due to seller of Lyell recognized and added to goodwill

 $
 -

 $
 48,749

 Conversions of Convertible Notes Payable:

 Principal

 $
 29,030

 $
 900,173

 Accrued interest and charges

 -

 78,870

 Total debt satisfied

 29,030

 979,043

 Fair value of 116,318 and 564,256 shares, respectively, issued to lenders

 60,933

 1,432,234

 Loss on conversions of convertible notes payable

 $
 31,903

 $
 453,191

 Issuance of common stock in satisfaction of consulting services accounts
payable:

 Fair value of 280,000 shares of common stock issued

 $
 32,900

 $
 -

 Accounts payable satisfied

 ( 10,000
)

 -

 Loss on satisfaction of accounts payable

 $
 22,900

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

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 For

 NOTE
A – ORGANIZATION

 Overview

 Deep
Green Waste & Recycling, Inc. (f/k/a Critic Clothing, Inc.) ("Deep Green", the "Company", "we",
"us", or "our") is a publicly quoted company seeking to create value for its shareholders by seeking to acquire
other operating entities for growth in return for shares of our common stock.

 The
Company was organized as a Nevada Corporation on August 24, 1995 under the name of Evader, Inc. On May 25, 2012, the Company filed its
Foreign Profit Corporation Articles of Domestication to change the domicile of the Company from Nevada to Wyoming. On November 4, 2015,
the Company filed an Amendment to its Articles of Incorporation to change the name of the Company to Critical Clothing, Inc. and on August
28, 2017 an Amendment was filed to change the Company name to Deep Green Waste & Recycling, Inc.

 On
August 24, 2017, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
(the "Agreement") with St. James Capital Management, LLC. Under the terms of the Agreement, the Company transferred and assigned
all of the assets of the Company related to its extreme sports apparel design and manufacturing business in exchange for the assumption
of certain liabilities and cancellation of 2,000 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for
1000 shares and the June 20, 2023 reverse stock split of 1 share for 1500 shares) of common stock of the Company.

 On
August 24, 2017, the Company acquired all the membership units of Deep Green Waste and Recycling, LLC ("DGWR LLC"), a
Georgia limited liability company engaged in the waste recycling business since 2011, in exchange for 56,667
shares (as adjusted for the September 27, 2017 reverse
stock split of 1 share for 1000 shares and the June 20, 2023 reverse stock split of 1 share for 1,500 shares) of the Company's common stock. The transaction was accounted for as a
"reverse merger" where DGWR LLC was considered the accounting acquiror and the Company was considered the accounting
acquiree.

October 1, 2017, Deep Green acquired Compaction and Recycling Equipment, Inc. (CARE), a Portland, Oregon based company that sells and
services waste and recycling equipment. Deep Green purchased 100 %
of the common stock for $ 902,700.
$ 586,890
 was paid in cash at closing and a promissory
note was executed in the amount of $ 315,810.

October 1, 2017, Deep Green acquired Columbia Financial Services, Inc, (CFSI), a Portland, Oregon based company that finances the purchases
of waste and recycling equipment. Deep Green purchased 100 %
of the common stock for $ 597,300.
$ 418,110
 was paid in cash at closing and a promissory
note was executed in the amount of $ 179,190.

 On
August 7, 2018, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiaries and Assumption of Obligations
(the "Agreement") with Mirabile Corporate Holdings, Inc. Under the terms of the Agreement, the Company transferred all capital
stock of its two wholly owned subsidiaries, Compaction and Recycling Equipment, Inc. and Columbia Financial Services, Inc., to Mirabile
Corporate Holdings, Inc. in exchange for the assumption and cancellation of certain liabilities. Deep Green's Chief Executive Officer
owned a 7.5 % equity interest in Mirabile Corporate Holdings, Inc.

 On
August 7, 2018, the Company ceased its waste recycling business.

 In
the quarterly period ended March 31, 2021, the Company re-launched its waste and recycling services operation and has begun to re-engage
with customers, waste haulers and recycling centers, which are critical elements of its historically successful business model: designing
and managing waste programs for commercial and institutional properties for cost savings, ease of operation, and minimal administrative
stress for its clients.

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 NOTES

 For

 NOTE
A – ORGANIZATION (continued)

 Asset
Purchase Agreement

 On
February 8, 2021, the Company, through its wholly owned subsidiary DG Research, Inc. (the "Buyer"), entered into an Asset
Purchase Agreement (the "Agreement") with Amwaste, Inc. (the "Seller"). Under the terms of the Agreement, the
Buyer agreed to purchase from the Seller certain assets (the "Assets") utilized in the Seller's waste management business
located in Glynn County, Georgia. In consideration for the purchase of the Assets, the Buyer paid the seller $ 160,000 and issued the
Seller 1,333 shares of the Company's restricted common stock. The Buyer remitted $ 50,000 at Closing and issued the Seller a
Promissory Note (the "Note") in the amount of $ 110,000, which was paid April 9, 2021. The Note was secured by the Assets
purchased through the Agreement. The transaction closed on February 11, 2021. On March 18, 2024, the company sold the assets of Amwaste for $ 175,000 cash.

 Securities
Purchase Agreement

 On
August 11, 2021, the Company entered into a Securities Purchase Agreement (the "Agreement") with Jeremy Lyell (the "Shareholder")
and Lyell Environmental Services, Inc. (hereinafter "LES"). On October 19, 2021, the Company closed on the Securities Purchase
Agreement (the "Agreement") with Jeremy Lyell (the "Shareholder"). In consideration for the purchase of all Lyell
Environmental Services, Inc. shares from the Shareholder, the Company was to pay the Shareholder (i) $ 50,000
 upon execution of the Agreement that was held
in escrow, (ii) $ 1,300,000
 at Closing, and (iii) 667
 shares of the Company's common stock. Under
the amended Agreement (the "Amended Agreement"), the Company paid to the Shareholder (i) the $ 50,000
 paid upon execution of the Agreement and that
was held in escrow, (ii) $ 1,000,000
 at Closing, and (iii) 667
 shares of the Company's common stock. The
Company also issued the Shareholder a Promissory Note (the "Promissory Note") in the amount of $ 186,537.92.
The Promissory Note has a balance of $ 49,179 at December 31, 2023, bears interest at 7 %
per annum and was due on December 18, 2021. The transaction closed on October 19, 2021.LES provides asbestos removal and other remediation services to customers.

 In
order to further grow its business, the Company plans to:

 expand
 its service offerings to provide additional sustainable waste management solutions that further minimize costs based on volume and
 content of waste streams, and methods of disposal, including landfills, transfer stations and recycling centers;

 Acquire
 profitable waste and recycling services companies with similar or compatible and synergistic business models, that can help the Company
 achieve these objectives;

 Offer
 innovative recycling services that significantly reduce the disposal of plastics, electronic wastes, food wastes, and hazardous wastes
 in the commercial property universe;

 Establish
 partnerships with innovative universities, municipalities and companies; and

 Attract investment funds who will actively work with the Company to achieve
these goals and help the Company grow into a leading waste and recycling services supplier in North America.

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 NOTES

 For

 Reverse Stock
Split

 On
June 20, 2023, the Company effectuated a 1 for 1,500 shares reverse stock split which reduced the issued and outstanding shares of common stock from 1,896,216,952
shares to 1,264,165
shares. The accompanying financial statements have been retroactively restated to reflect this reverse split stock.

 NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Summary
of Significant Accounting Policies

 This
summary of significant accounting policies of the Company is presented to assist in understanding the Company's financial statements.
The financial statements and notes are representations of the Company's management, which is responsible for their integrity and
objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently
applied in the preparation of the financial statements.

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of Deep Green Waste & Recycling, Inc. ("Deep Green") and Deep
Green's wholly owned subsidiaries DG Treasury, Inc., DG Research, Inc. and Lyell Environmental Services, Inc. All inter-company
balances and transactions have been eliminated in consolidation.

 Cash
Equivalents

 Investments
having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the
periods presented, the Company had no cash equivalents.

 Income
Taxes

 In
accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset
and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at
the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial
statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance
is provided when it is not more likely than not that a deferred tax asset will be realized.

 We
expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority
would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount to
be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax
positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2023, we had no uncertain tax positions.
We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently
have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not
incurred any interest or tax penalties.

 Financial
Instruments and Fair Value of Financial Instruments

 We
adopted ASC Topic 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring
basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value
measurements that establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

 ASC
820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize
the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 Level
 1:

 Observable
 inputs such as quoted market prices in active markets for identical assets or liabilities

 Level
 2:

 Observable
 market-based inputs or unobservable inputs that are corroborated by market data

 Level
 3:

 Unobservable
 inputs for which there is little or no market data, which require the use of the reporting entity's own assumptions.

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 NOTES

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 NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 The
carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial
assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.
Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event
occurs. Except for the derivative liability (Please see NOTE H - DERIVATIVE LIABILITY for further information), where Level
2 inputs were used, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis
during the periods presented.

 For
nonrecurring fair value measurements of issuances of common stock for services (Please see NOTE I - CAPITAL STOCK for further
information), we used Level 2 inputs.

 Derivative
Liabilities

 We
evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components
of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative
Instruments and Hedging: Contracts in Entity's Own Equity.

 The
result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and
is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability,
the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of
a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.
Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified
to a liability account at the fair value of the instrument on the reclassification date.

 Impairment
of Long-Lived Assets

 The
Company's long-lived assets (consisting primarily of property, equipment and intangible assets) are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held
and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be
generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment
charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Through December
31, 2023, the Company has not experienced impairment losses on its long-lived assets.

 Property
and Equipment

 Property
and equipment are stated at cost less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement
costs are charged to expense as incurred, while expenditures that extend the life of these assets are capitalized. Depreciation and amortization
are provided for in amounts sufficient to write off the cost of depreciable assets to operations over their estimated service lives.
The Company uses the straight-line method of depreciation method for both financial reporting and tax purposes. Upon the sale or retirement
of property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and the resulting
profit or loss will be reflected in the statement of operations. The estimated lives used to determine depreciation and amortization
are:

 SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

 Trucks

 years

 Containers

 years

 Software

 2 - 3
 Years

 Office
 Equipment

 3 - 7
 Years

 Furniture
 and Fixtures

 Years

 Waste
 and Recycling Equipment

 Years

 Leasehold
 Improvements

 Varies
 by Lease

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 NOTES

 For

 NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 Goodwill

 Goodwill
relates to the acquisition of Lyell Environmental Services, Inc. on October 19, 2021.

 We
test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently
if events or changes in circumstances indicate that the carrying value might be impaired. We have the option to first assess qualitative
factors in order to determine if it is more likely than not that the fair value of our intangible assets or reporting units are greater
than their carrying value. If the qualitative assessment leads to a determination that the intangible asset/ reporting unit's fair
value may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform
a quantitative impairment test by calculating the fair value of the intangible asset/reporting unit and comparing the fair value with
its associated carrying value. The estimated fair value of our reporting units is determined based upon the income approach using discounted
future cash flows. In situations where the fair value is less than the carrying value, an impairment charge would be recorded for the
shortfall.

 Amortizable
Intangible Assets

 Amortizable
intangible assets consist of the customer lists and covenants not to compete acquired in connection with the Amwaste Asset Purchase Agreement
on February 11, 2021 and the Lyell Environmental Services, Inc. acquisition on October 19, 2021.

 We
test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired. These
intangible assets are amortized on a straight-line basis over their estimated useful lives, of 5 years. We established the fair value
of these amortizable intangible assets based on the income approach using discounted future cash flows.

 Equity
Instruments Issued to Non-Employees for Acquiring Goods or Services

 Issuances
of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair
value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity
instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn
the equity instruments is reached (a "performance commitment" which would include a penalty considered to be of a magnitude
that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete.

 Although
situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing
the service may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods
do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will
record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract
period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement
date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values.

 Stock-Based
Compensation

 We
account for share-based awards to employees in accordance with ASC 718 "Stock Compensation". Under this guidance, stock compensation
expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service
period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in
accordance with ASC 505-50 "Equity", wherein such awards are expensed over the period in which the related services are rendered.

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 NOTES

 For

 NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 Related
Parties

 A
party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled
by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families
of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence
the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing
its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties,
or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one
or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party.

 Revenue
Recognition

 Revenue
is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or
determinable, (3) collectability is reasonably assured, and (4) delivery has occurred.

 Advertising
Costs

 Advertising
costs, which were not significant for the periods presented, are expensed as incurred.

 Loss
per Share

 We
compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements
for loss per share for entities with publicly held common stock.

 Basic
loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net
loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock
options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per
share are excluded from the calculation.

 For
the years ended December 31, 2023 and 2022, we have excluded the shares issuable from the convertible notes payable (Please see NOTE
G– SECURED NOTES AND CONVERTIBLE NOTES PAYABLE for further information) and from the warrants (Please see NOTE I
- CAPITAL STOCK for further information) from our diluted net loss per share calculation as the effect of their inclusion would
be anti-dilutive.

 Recently
Enacted Accounting Standards

 In
May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts
with Customers, which supersedes nearly all prior revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is
to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which
an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle
and, in doing so, more judgment and estimates are required within the revenue recognition process than was required under prior U.S.
GAAP. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had any significant effect on our financial statements for
the periods presented.

 F- 11

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 NOTES

 For

 NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities
on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types
of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The
recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed
from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference
from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance
sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. We adopted ASU 2016-02 effective
January 1, 2019. ASU No. 2016-02 has not had any significant effect on our financial statements for the periods presented.

 On
July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") 2017-11. Among
other things, ASU 2017-11 provides guidance that eliminates the requirement to consider "down round" features when determining
whether certain financial instruments or embedded features are indexed to an entity's stock and need to be classified as liabilities.
ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and
a reduction to income available to common stockholders in basic earnings per share.

 We
early adopted ASU 2017-11 effective January 1, 2018. As a result, we have not recognized the fair value of the warrants containing down
round features as liabilities.

 Use
of Estimates

 The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods.
Actual results could differ from those estimates.

 NOTE
C - PROPERTY AND EQUIPMENT

 Property
and Equipment consist of the following at:

OF PROPERTY AND EQUIPMENT

 Office equipment

 54,286

 47,845

 Waste and Recycling Equipment

 303,159

 322,409

 Total

 357,445

 370,254

 Property and equipment, gross

 357,445

 370,254

 Accumulated depreciation and amortization

 ( 218,951
)

 ( 191,141
)

 Net

 $
 138,494

 $
 179,113

 NOTE
D – GOODWILL AND INTANGIBLE ASSETS

 Goodwill
and intangible assets consist of the following at:

OF GOODWILL AND INTANGIBLE ASSETS

 Customer list and covenant not to compete acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021

 $
 1,083,333

 $
 1,083,333

 Goodwill acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021

 134,926

 134,926

 Customer list and covenant not to compete acquired in connection with the Asset Purchase Agreement with Amwaste, Inc. closed on February 11, 2021

 109,000

 109,000

 Total

 1,327,259

 1,327,259

 Goodwill and Intangible assets, gross

 1,327,259

 1,327,259

 Accumulated amortization

 ( 541,197
)

 ( 302,730
)

 Net

 $
 786,062

 $
 1,024,529

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 NOTES

 For

 NOTE
D – GOODWILL AND INTANGIBLE ASSETS (continued)

 The
customer lists and covenants not to compete are being amortized using the straight-line method over their estimated useful life of five
years. For the years ended December 31, 2023 and 2022, amortization of intangible assets expense was $ 238,467 and $ 247,385, respectively.

 At
December 31, 2023, the expected future amortization of intangible assets expense is:

OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS

 Fiscal year ending December 31:

 2024

 $
 238,467

 2025

 238,467

 2026

 174,202

 Total

 $
 651,136

 NOTE
E – ACCOUNTS PAYABLE

 Accounts
payable consist of the following at:

OF ACCOUNTS PAYABLE

 August 1, 2018 Default Judgment payable to Ohio vendor

 $
 32,832

 $
 32,832

 January 14, 2019 Default Judgment payable to Tennessee customer

 423,152

 423,152

 January 24, 2019 Default judgment payable to Florida vendor

 31,631

 31,631

 Other vendors of materials and services

 2,325,693

 2,390,290

 Credit card obligations

 215,597

 212,306

 Total

 $
 3,028,905

 $
 3,090,211

 Accounts payable

 $
 3,028,905

 $
 3,090,211

 Most
of the accounts payable relate to services performed by subcontractors prior to the cessation of our waste brokering business on August
7, 2018. In many cases, these subcontractors have subsequently reached agreements with our former customers to continue the provision
of services to such customers.

 NOTE
F – DEBT

 Debt
consists of the following at:

 SCHEDULE OF DEBT

 Claimed amount due to Factor pursuant to Factor's Notice of Default dated July 31, 2018

 $
 387,535

 $
 387,535

 Short-term capital lease

 5,574

 5,574

 Note issued in Lyell acquisition

 49,179

 49,179

 Sales tax and payroll payable

 42,416

 22,526

 Note payable to officer, interest at 15 % per annum

 29,535

 17,061

 Loans payable to officers, interest at 8 %, due on demand

 23,547

 37,547

 Due to seller of Lyell

 25,156

 42,104

 Note payable to short term funding company

 12,135

 36,725

 Total

 575,077

 598,251

 Debt

 575,077

 598,251

 Current portion of debt

 ( 575,077
)

 ( 598,251
)

 Long-term portion of debt

 $
 -

 $
 -

 F- 13

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 NOTES

 For

 NOTE
G – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE

 Secured
Notes and Convertible Notes Payable consist of:

OF SENIOR NOTES AND CONVERTIBLE NOTES PAYABLE

 Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date October
14, 2021 (i)

 $
 189,388

 $
 202,918

 Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date October 14, 2021 (ii)

 219,900

 235,400

 Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date February 28, 2022 -
net of unamortized debt discount of $ 6,250
 at December 31, 2022– (iii)

 187,500

 181,250

 Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date
February 28, 2022 - net of unamortized debt discount of $ 6,250
 at December 31, 2022– (iii)

 187,500

 181,250

 Secured Promissory Note to Quick Capital, LLC: Issue Date July 25, 2023
– net of unamortized discount of $ 31,250 at December 31, 2023 (iv)

 93,750

 -

 Secured Promissory Note to BHP Capital NY Inc.: Issue Date July 25, 2023 –
 net of unamortized discount of $ 31,250
 at December 31, 2023 (iv)

 93,750

 -

 Total

 $
 971,788

 $
 800,818

 Secured notes and convertible
notes payable

 $
 971,788

 $
 800,818

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 NOTES

 For

 NOTE
G – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE (continued)

 (i)

 On
 October 14, 2021, the Company (the "Borrower") entered into a Note Purchase Agreement ("NPA") with each of
 BHP Capital NY Inc. and Quick Capital, LLC (together, the "Investors") and issued each of the Investors a Secured
 Convertible Promissory Note (the "Note") in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and
 NO/100 Dollars ($ 666,667).
 The Note is convertible, in whole or in part, at any time and from time to time before maturity ( October
 14, 2022) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $ 15.00
 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30 %)
 (the "Fixed Conversion Price"). "Market Price" means the average of the two lowest Closing Prices (as
 defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the
 Conversion Date "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB,
 OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded.
 To the extent the Conversion Price of the Borrower's Common Stock closes below the par value per share, the Borrower will take
 all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value
 possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the
 Borrower's Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be
 rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the
 Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the
 Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as
 determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the
 Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion
 may be increased to include Additional Principal, where "Additional Principal" means such additional amount to be added
 to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the
 same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value
 price. The Note has a term of one ( 1)
 year and bears interest at 10 %
 annually. As part and parcel of the foregoing transaction, each of the Investors was issued 1,533
 shares of common stock as Commitment shares and a warrant (the "Warrant") granting the holder the right to purchase up
 to 44,444
 shares of the Company's common stock at an exercise price of $ 22.50
 for a term of 5 -years.
 The transaction closed on October 19, 2021. As of December 31, 2023, $ 189,388
 principal plus $ 0
 interest were due on the Quick Capital Note Due October 14, 2022.

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 NOTE
G – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE (continued)

 (ii)

 On
 October 14, 2021, the Company (the "Borrower") entered into a Note Purchase Agreement ("NPA") with each of
 BHP Capital NY Inc. and Quick Capital, LLC (together, the "Investors") and issued each of the Investors a Secured
 Convertible Promissory Note (the "Note") in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and
 NO/100 Dollars ($ 666,667).
 The Note is convertible, in whole or in part, at any time and from time to time before maturity ( October
 14, 2022) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $ 15.00
 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30 %)
 (the "Fixed Conversion Price"). "Market Price" means the average of the two lowest Closing Prices (as
 defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the
 Conversion Date "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB,
 OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded.
 To the extent the Conversion Price of the Borrower's Common Stock closes below the par value per share, the Borrower will take
 all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value
 possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the
 Borrower's Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be
 rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the
 Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the
 Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as
 determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the
 Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion
 may be increased to include Additional Principal, where "Additional Principal" means such additional amount to be added
 to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the
 same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value
 price. The Note has a term of one ( 1)
 year and bears interest at 10 %
 annually. As part and parcel of the foregoing transaction, each of the Investors was issued 1,533
 shares of common stock as Commitment shares and a warrant (the "Warrant") granting the holder the right to purchase up
 to 44,444
 shares of the Company's common stock at an exercise price of $ 22.50
 for a term of 5 -years.
 The transaction closed on October 19, 2021. As of December 31, 2023, $ 219,900
 principal plus $ 0
 interest were due on the BHP Note due October 14, 2022. On June 16, 2023, as part of an agreement reached with the SEC, BHP agreed
 to surrender all conversion rights in its currently held convertibles notes, surrender for cancellation all unexercised warrants
 that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by
 converting notes or exercising related warrants.

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 NOTE
G – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE (continued)

 (iii)

 On
 February 28, 2022, the Company (the "Borrower") entered into a Note Purchase Agreement ("NPA") with each of
 BHP Capital NY Inc. and Quick Capital, LLC (together, the "Investors") and issued each of the Investors a Secured
 Convertible Promissory Note (the "Note") in the amount of One Hundred Eighty-Seven Thousand Five Hundred and NO/100
 Dollars ($ 187,500).
 The Notes have a term of one ( 1)
 year ("Maturity Date" of February
 28, 2023) and shall have a one-time interest charge of ten percent ( 10 %).
 The Borrower is to repay each Note with monthly payments as follows: (i) beginning on the four-month anniversary of the issue date,
 the Borrower is to pay $ 4,489.92
 per month for months four through eleven, and (ii) then a balloon payment in the amount of $ 170,330.64
 on the Maturity Date. The Notes are convertible into shares of Common Stock at any time after an Event of Default in any portion at
 the Default Conversion Price, in the sole discretion of the Holder. The "Default Conversion Price" shall mean $ 0.75
 per share. To the extent the Conversion Price of the Borrower's Common Stock closes below the par value per share, the
 Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the
 lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of
 the Borrower's Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may
 be rescinded by the Holder. If at any time the Conversion Price as determined hereunder for any conversion would be less than the
 par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value
 for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where
 "Additional Principal" means such additional amount to be added to the Conversion Amount to the extent necessary to
 cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been
 issued had the Conversion Price not been adjusted by the Holder to the par value price. The transaction closed on March 2, 2022. On
 June 16, 2023, as part of an agreement reached with the SEC, BHP agreed to surrender all conversion rights in its currently held
 convertibles notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and
 surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.

 (iv)

 On July 31, 2023, Lyell Environmental Services, Inc ("LES") entered into a Note Purchase Agreement (NPA)
with each of BHP Capital NY Inc and Quick Capital, LLC (together, the "Investors"). The combined loan amount was $ 750,000
and the combined purchase amount was $ 500,000. Pursuant to the NPAs, the Investors paid LES a total of $ 500,000 in the third quarter of
2023, LES repaid the Investors a total of $ 500,000 in the fourth quarter of 2023 and LES paid the Investors a total of $ 250,000 in the
first quarter of 2024.

 NOTE
H - DERIVATIVE LIABILITY

 The
derivative liability at December 31, 2023 and December 31, 2022 consisted of:

 SCHEDULE OF DERIVATIVE LIABILITY

 Convertible
 Promissory Note payable to Quick Capital, LLC. Please see NOTE G – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE for
 further information.

 $
 214,702

 $
 52,179

 Convertible
 Promissory Note payable to BHP Capital NY Inc. Please see NOTE G – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE for
 further information.

 -

 60,531

 Total

 $
 214,702

 $
 112,710

 Derivative liability

 $
 214,702

 $
 112,710

 The
above Convertible Promissory Notes contain a variable conversion feature based on the future trading price of the Company's
common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate. Accordingly,
we have recorded the fair value of the embedded conversion feature as a derivative liability at the issuance date of the Notes and
charged the applicable amounts to debt discount and the remainder to other expense. The increase (decrease) in the fair value of the
derivative liability from the issuance date of the Notes to the measurement date is charged (credited) to other expense
(income).

 On June 16, 2023, as part of an agreement reached
with the SEC, BHP agreed to surrender all conversion rights in its currently held convertibles notes, surrender for cancellation all unexercised
warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired
by converting notes or exercising related warrants.

 On July 31, 2023, Lyell Environmental Services, Inc ("LES")
entered into a Note Purchase Agreement (NPA) with each of BHP Capital NY Inc and Quick Capital, LLC (together, the "Investors").
The combined loan amount was $ 750,000 and the combined purchase amount was $ 500,000. Pursuant to the NPAs, the Investors paid LES a total
of $ 500,000 in the third quarter of 2023, LES repaid the Investors a total of $ 500,000 in the fourth quarter of 2023 and LES paid the
Investors a total of $ 250,000 in the first quarter of 2024.

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 NOTE
H - DERIVATIVE LIABILITY (continued)

 The
fair value of the derivative liability was measured at the respective issuance date and at December 31, 2023 and 2022 using the
Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at December 31,
2023 were (1) stock price of $ 0.03 per share, (2) conversion price of $ 0.01414 per share, (3) term of 30 days, (4) expected volatility
of 143 % and (5) risk free interest rate of 5.6 %. Assumptions used for the calculation of the
derivative liability of the Notes at December 31, 2022 were (1) stock price of $ 0. 30
per share, (2) conversion price of $ 0. 2625
per share, (3) term of 30
days, (4) expected volatility of 143 %
and (5) risk free interest rate of 4.12 %.

 NOTE
I - CAPITAL STOCK

 Preferred
Stock

 On
July 18, 2010, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as "Series
A Convertible Preferred Stock" (hereinafter "Series A") with a stated par value of $ 0.0001 per share. The designations,
powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series A shall be as hereinafter
described. The holders of Series A, shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other
Series of Preferred Stock while Series A shares are outstanding. The holders of Series A shall be entitled to vote on all matters submitted
to a vote of the Shareholders of the Company. The holders of the Series A shall be entitled to one thousand (1,000) votes per one share
of Series A held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the
holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common
stock at the rate of 1000 shares of common stock for each share of Series A. In the event of any liquidation, dissolution or winding
up of the Corporation, either voluntarily or involuntarily, after setting apart or paying in full the preferential amounts due the Holders
of senior capital stock, if any, the Holders of Series A and parity capital stock, if any, shall be entitled to receive, prior and in
preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including
Common Stock, an amount equal to $0.125 per share.

 At
December 31, 2023 and December 31, 2022, there are 0 and 0 shares of Series A issued and outstanding, respectively.

 On
January 22, 2020, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as "Series
B Convertible Preferred Stock" (hereinafter "Series B") with a par value of $ 0.0001 per share and authorization of
 100,000 shares. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect
of the Series B shall be as hereinafter described.

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 NOTE
I- CAPITAL STOCK (continued)

 The
holders of the Series B, shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other Series
of Preferred Stock while Series B shares are outstanding. The holders of Series B shall be entitled to vote on all matters submitted
to a vote of the Shareholders of the Company. The holders of the Series B shall be entitled to twenty thousand (20,000) votes per one
share of Series B held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock,
the holders of any Series B Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common
stock at the following conversion feature: the Conversion Price for each share of Series B Preferred Stock in effect on any Conversion
Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately
preceding the date of conversion, (ii) but no less than Par Value of the Common Stock. For purposes of determining the closing bid price
on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTCQB market, as reported
on Bloomberg, L.P. Any conversion shall be for a minimum Stated Value of $500.00 of Series B shares.

 If
the Corporation shall commence a voluntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency
or similar law, or consent to the entry of an order for relief in an involuntary case under any law or to the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its
property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they
become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises
in an involuntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law resulting
in the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation
or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall
be unstayed and in effect for a period of sixty (60) consecutive days and, on account of any such event, the Corporation shall liquidate,
dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up, including, but not limited to, the sale or
transfer of all or substantially all of the Corporation's assets in one transaction or in a series of related transactions (a "Liquidation
Event"), no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities
and Pari Passu Securities) upon liquidation, dissolution or winding up unless prior thereto the Holders of shares of Series B Preferred
Stock shall have received the Liquidation Preference (as defined below) with respect to each share. If, upon the occurrence of a Liquidation
Event, the assets and funds available for distribution among the Holders of the Series B Preferred Stock and Holders of Pari Passu Securities
shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds
of the Corporation legally available for distribution to the Series B Preferred Stock and the Pari Passu Securities shall be distributed
ratably among such shares in proportion to the ratio that the Liquidation Preference payable on each such share bears to the aggregate
Liquidation Preference payable on all such shares.

 On
January 22, 2020, the Company issued 25,000 shares of Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $ 25,000
of the Company's deferred compensation liability to Mr. Edmonds.

 On
June 3, 2020, the Company issued 6,000 shares of its Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $ 6,000 loans
payable to Mr. Edmonds.

 On
November 30, 2022, the Company issued 21,000 shares of its Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $ 21,000
of a note payable to Mr. Edmonds.

 At
December 31, 2023 and December 31, 2022, there are 52,000 and 52,000 Series B shares issued and outstanding, respectively.

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 NOTE
I- CAPITAL STOCK (continued)

 Common
Stock

 Holders
of the Company's common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of
common stock do not have cumulative voting rights. A vote by the holders of a majority of the Company's outstanding voting shares
is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company's articles
of incorporation.

 Holders
of the Company's common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from
legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate
pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference
over the common stock. The Company's common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to the Company's common stock.

 On
July 11, 2021, the Company's Board unanimously approved an Amendment to our Articles of Incorporation (the "Authorized Share
Amendment") to increase the number of authorized shares of Common Stock of the Company from 250,000,000 to 500,000,000 and to increase
the number of authorized shares of Preferred Stock of the Company from 2,000,000 to 5,000,000 with the Board maintaining the discretion
of whether or not to implement the increase in authorized shares of Common and Preferred Stock. On July 11, 2021, the Majority Stockholders
delivered an executed written consent in lieu of a special meeting (the "Stockholder Consent") authorizing and approving
the Authorized Share Amendment and the increase in authorized shares of Common and Preferred Stock.

 On
February 10, 2022, the Company's Board unanimously approved an Amendment to our Articles of Incorporation (the "Authorized
Share Amendment") to increase the number of authorized shares of Common Stock of the Company from 500,000,000 to 1,000,000,000
with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common and Preferred Stock.
On February 10, 2022, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the "Stockholder
Consent") authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common Stock.

 On
September 17, 2022, the Company's Board approved an increase in the number of authorized shares of common stock of the Company
from 1,000,000,000 to 3,000,000,000.

 Preferred
Stock Issuances

November 30, 2022, the Company issued 21,000 shares of Series B Preferred Stock to Bill Edmonds (Chief Executive Officer of the Company)
in satisfaction of $ 21,000 of a note payable to Bill Edmonds

 Common
Stock Issuances

 For
the fiscal years ended December 31, 2023 and 2022, the Company issued and/or sold the following securities:

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 NOTE

 2023

 On
January 4, 2023, the Company issued a noteholder 57,270 shares of common stock in satisfaction of $ 13,530 principal. The $ 20,832 excess
of the $ 34,362 fair value of the 57,270 shares over the $ 13,530 liability reduction was charged to loss on conversion of debt in the
three months ended March 31, 2023.

 On
January 23, 2023, the Company issued a noteholder 59,048 shares of common stock in satisfaction of $ 15,500 principal. The $ 11,071 excess
of the $ 26,571 fair value of the 59,048 shares over the $ 15,500 liability reduction was charged to loss on conversion of debt in the
three months ended March 31, 2023.

 On
June 20, 2023, the Company effectuated a 1 for 1,500 shares reverse split which reduced the issued and outstanding shares of common stock
from 1,896,216,952 shares to 1,264,165 shares. The accompanying financial statements have been retroactively restated to reflect this
reverse split stock.

 On
June 20, 2023, the Company issued a total of 7,270,000 shares of common stock ( 6,000,000 were issued to the three officers of the Company,
 1,270,000 to five key employees of the Company) for services rendered. The $ 854,225 fair value of the 7,270,000 common shares was charged
to operating expenses in the three months ended June 30, 2023.

 On
June 20, 2023, 280,000 shares of common stock were issued to a consultant for work previously performed. The $ 22,900 excess of the $ 32,900
fair value of the 280,000 shares over the $ 10,000 liability reduction was charged to loss on conversion of debt in the three months ended
June 30, 2023.

 2022

 On
January 3, 2022, the Company issued a noteholder 3,783 shares of common stock in satisfaction of $ 20,000 principal and $ 12,667 interest.
The $ 24,071 excess of the $ 56,738 fair value of the 3,783 shares over the $ 32,667 liability reduction was charged to loss on conversion
of debt in the three months ended March 31, 2022.

 On
January 6, 2022, the Company issued a noteholder 6,047 shares of common stock in satisfaction of $ 50,794 principal. The $ 19,048 excess
of the $ 69,841 fair value of the 6,047 shares over the $ 50,794 liability reduction was charged to loss on conversion of debt in the

 On
January 10, 2022, the Company issued a noteholder 3,810 shares of common stock in satisfaction of $ 30,000 principal. The $ 14,571
excess of the $ 44,571 fair value of the 3,810 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt

 On
January 11, 2022, the Company issued a noteholder 3,810 shares of common stock in satisfaction of $ 30,000 principal. The $ 14,571
excess of the $ 44,571 fair value of the 3,810 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt

 On
January 19, 2022, the Company issued 7.333 shares of common stock under the Company's 2021 Stock Option Incentive Plan to
Bill Edmonds for services rendered on behalf of the Company.

 On
January 19, 2022, the Company issued 3,333 shares of common stock under the Company's 2021 Stock Option Incentive Plan to David
Bradford for services rendered on behalf of the Company.

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 NOTE

 On
January 19, 2022, the Company issued 3,333 shares of common stock under the Company's 2021 Stock Option Incentive Plan to Lloyd
Spencer for services rendered on behalf of the Company.

 On
January 19, 2022, the Company issued 667 shares of common stock under the Company's 2021 Stock Option Incentive Plan to an
employee as per the terms of his employment agreement.

 On
January 20, 2022, the Company issued 1,360 shares of common stock under the Company's 2021 Stock Option Incentive Plan to Lloyd
Spencer as per the terms of his employment agreement.

 On
January 20, 2022, the Company issued 1,480 shares of common stock as compensation to a Consultant.

 On
January 20, 2022, the Company issued a noteholder 5,333 shares of common stock in satisfaction of $ 25,571 principal and $ 12,000 interest.
The $ 15,229 excess of the $ 52,800 fair value of the 5,333 shares over the $ 37,571 liability reduction was charged to loss on conversion
of debt in the three months ended March 31, 2022.

 On
January 31, 2022, the Company issued a noteholder 4,177 shares of common stock in satisfaction of $ 25,000 principal. The $ 9,461 excess
of the $ 34,461 fair value of the 4,177 shares over the $ 25,000 liability reduction was charged to loss on conversion of debt in the

 On
February 1, 2022, the Company issued a noteholder 5,148 shares
of common stock in satisfaction of $ 30,000 principal.
The $ 14,788
excess of the $ 44,788 fair
value of the 5,148 shares
over the $ 30,000 liability
reduction was charged to loss on conversion of debt in the three months ended March 31, 2022.

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 NOTE

 On
February 2, 2022, the Company issued a noteholder 5,442 shares of common stock in satisfaction of $ 30,000 principal. The $ 10,816
excess of the $ 40,816 fair value of the 5,442 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt

 On
February 2, 2022, the Company issued a noteholder 4,535 shares of common stock in satisfaction of $ 25,000 principal. The $ 9,014 excess
of the $ 34,014 fair value of the 4,535 shares over the $ 25,000 liability reduction was charged to loss on conversion of debt in the

 On
February 4, 2022, the Company issued a noteholder 5,870 shares of common stock in satisfaction of $ 74,429 principal. The $ 30,404
difference of the $ 44,025 fair value of the 5,870 shares over the $ 74,429 liability reduction was credited to loss on conversion
of debt in the three months ended March 31, 2022.

 On
February 10, 2022, the Company issued a noteholder 4,404 shares of common stock in satisfaction of $ 20,000 principal. The $ 8,406
excess of the $ 28,406 fair value of the 4,404 shares over the $ 20,000 liability reduction was charged to loss on conversion of debt

 On
February 23, 2022, the Company issued a noteholder 6,723 shares of common stock in satisfaction of $ 30,000 principal. The $ 17,395
excess of the $ 47,395 fair value of the 6,723 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt

 On
March 18, 2022, the Company issued a noteholder 8,403 shares of common stock in satisfaction of $ 30,000 principal. The $ 16,639 excess
of the $ 46,639 fair value of the 8,403 shares over the $ 30,000 liability reduction was charged to loss on conversion of debt in
the three months ended March 31, 2022.

 On
March 21, 2022, the Company issued a noteholder 5,602 shares of common stock in satisfaction of $ 20,000 principal. The $ 11,933 excess
of the $ 31,933 fair value of the 5,602 shares over the $ 20,000 liability reduction was charged to loss on conversion of debt in the

 On
March 24, 2022, the Company issued a noteholder 9,524 shares of common stock in satisfaction of $ 34,000 principal. The $ 14,571 excess
of the $ 48,571 fair value of the 9,524 shares over the $ 34,000 liability reduction was charged to loss on conversion of debt in
the three months ended March 31, 2022.

 On
March 24, 2022, the Company issued a noteholder 6,095 shares of common stock in satisfaction of $ 20,000 principal. The $ 11,086 excess
of the $ 31,086 fair value of the 6,095 shares over the $ 20,000 liability reduction was charged to loss on conversion of debt in the

 On
April 18, 2022, the Company issued a noteholder 6,194 shares of common stock in satisfaction of $ 20,000 principal. The $ 19,024 excess
of the $ 39,024 fair value of the 6,194 shares over the $ 20,000 liability reduction was charged to loss on conversion of debt in the

 On
April 19, 2022, the Company issued a noteholder 10,280 shares of common stock in satisfaction of $ 34,000 principal. The $ 30,762 excess
of the $ 64,762 fair value of the 10,280 shares over the $ 34,000 liability reduction was charged to loss on conversion of debt in
the three months ended June 30, 2022.

 On
April 25, 2022, the Company issued a noteholder 6,047 shares of common stock in satisfaction of $ 20,000 principal. The $ 10,839 excess
of the $ 30,839 fair value of the 6,047 shares over the $ 20,000 liability reduction was charged to loss on conversion of debt in the

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 NOTE

 On
April 27, 2022, the Company issued a consultant 2,892 shares of common stock for services rendered. The $ 13,446 fair value of the
 2,892 shares was charged to professional and consulting fees in the three months ended June 30, 2022.

 On
April 28, 2022, the Company issued a noteholder 7,377 shares of common stock in satisfaction of $ 24,400 principal. The $ 9,904 excess
of the $ 34,304 fair value of the 7,377 shares over the $ 24,400 liability reduction was charged to loss on conversion of debt in
the three months ended June 30, 2022.

 On
April 29, 2022, the Company issued a noteholder 4,000 shares of common stock in satisfaction of $ 13,020 principal. The $ 6,180 excess
of the $ 19,200 fair value of the 4,000 shares over the $ 13,020 liability reduction was charged to loss on conversion of debt in the

 On
May 19, 2022, the Company issued a noteholder 4,499 shares of common stock in satisfaction of $ 11,101 principal. The $ 6,445 excess
of the $ 17,546 fair value of the 4,499 shares over the $ 11,101 liability reduction was charged to loss on conversion of debt in the

 On
August 24, 2022, the Company issued a noteholder 7,619 shares of common stock in satisfaction of $ 14,000 principal. The $ 7,714 excess
of the $ 21,714 fair value of the 7,619 shares over the $ 14,000 liability reduction was charged to loss on conversion of debt in
the three months ended September 30, 2022.

 On
August 24, 2022, the Company issued a noteholder 5,013 shares of common stock in satisfaction of $ 10,000 principal. The $ 4,286 excess
of the $ 14,286 fair value of the 5,013 shares over the $ 10,000 liability reduction was charged to loss on conversion of debt in the
three months ended September 30, 2022.

 On
August 30, 2022, the Company issued a noteholder 9,217 shares of common stock in satisfaction of $ 15,000 principal. The $ 5,737 excess
of the $ 20,737 fair value of the 9,217 shares over the $ 15,000 liability reduction was charged to loss on conversion of debt in
the three months ended September 30, 2022.

 On
August 31, 2022, the Company issued a noteholder 14,132 shares of common stock in satisfaction of $ 23,000 principal. The $ 8,797 excess
of the $ 31,797 fair value of the 14,132 shares over the $ 23,000 liability reduction was charged to loss on conversion of debt in
the three months ended September 30, 2022.

 On
September 1, 2022, the Company issued a noteholder 9,524 shares of common stock in satisfaction of $ 15,000 principal. The $ 6,429
excess of the $ 21,429 fair value of the 9,524 shares over the $ 15,000 liability reduction was charged to loss on conversion of debt
in the three months ended September 30, 2022.

 On
September 16, 2022, the Company issued a noteholder 15,250 shares of common stock in satisfaction of $ 20,000 principal. The $ 12,000
excess of the $ 32,000 fair value of the 15,250 shares over the $ 20,000 liability reduction was charged to loss on conversion of debt
in the three months ended September 30, 2022.

 On
September 16, 2022, the Company issued a noteholder 17,524 shares of common stock in satisfaction of $ 23,000 principal. The $ 13,800
excess of the $ 36,800 fair value of the 17,524 shares over the $ 23,000 liability reduction was charged to loss on conversion of debt
in the three months ended September 30, 2022.

 On
October 10, 2022, the Company issued a noteholder 19,048 shares of common stock in satisfaction of $ 14,000 principal. The $ 17,429
excess of the $ 31,429 fair value of the 19,048 shares over the $ 14,000 liability reduction was charged to loss on conversion of debt

 F- 24

 DEEP

 NOTES

 For

 NOTE

 On
October 11, 2022, the Company issued a noteholder 19,048 shares of common stock in satisfaction of $ 15,000 principal. The $ 10,714
excess of the $ 25,714 fair value of the 19,048 shares over the $ 15,000 liability reduction was charged to loss on conversion of debt

 On
October 13, 2022, the Company issued a noteholder 21,361 shares of common stock in satisfaction of $ 15,700 principal. The $ 13,137
excess of the $ 28,837 fair value of the 21,361 shares over the $ 15,700 liability reduction was charged to loss on conversion of debt

 On
October 18, 2022, the Company issued a noteholder 22,132 shares of common stock in satisfaction of $ 16,267 principal. The $ 10,291
excess of the $ 26,558 fair value of the 22,132 shares over the $ 16,267 liability reduction was charged to loss on conversion of debt

 On
October 19, 2022, the Company issued a noteholder 23,537 shares of common stock in satisfaction of $ 17,300 principal. The $ 7,414
excess of the $ 24,714 fair value of the 23,537 shares over the $ 17,300 liability reduction was charged to loss on conversion of debt

 On October 28, 2022, the
Company issued Bill Edmonds 133,333 shares of common stock in satisfaction of $100,000 of personal loans and other compensation.

 On October 28, 2022, the
Company issued David Bradford 133,333 shares of common stock in satisfaction of $100,000 of personal loans and other compensation.

 On October 28, 2022, the
Company issued Lloyd Spencer 131,829 shares of common stock in satisfaction of $98,872 of personal loans and other compensation.

 On
November 21, 2022, the Company issued a noteholder 44,286 shares of common stock in satisfaction of $ 22,200 principal. The $ 37,890
excess of the $ 60,090 fair value of the 44,286 shares over the $ 22,200 liability reduction was charged to loss on conversion of debt

 On
November 21, 2022, the Company issued a noteholder 41,905 shares of common stock in satisfaction of $ 22,000 principal. The $ 34,571
excess of the $ 56,571 fair value of the 41,905 shares over the $ 22,000 liability reduction was charged to loss on conversion of debt

 On
November 28, 2022, the Company issued a noteholder 41,905 shares of common stock in satisfaction of $ 9,081.05 principal. The $ 2,450
excess of the $ 11,531 fair value of the 41,905 shares over the $ 9,081 liability reduction was charged to loss on conversion of
debt in the three months ended December 31, 2022.

 On
December 6, 2022, the Company issued a noteholder 49,873 shares of common stock in satisfaction of $ 15,710 principal. The $ 14,214
excess of the $ 29,924 fair value of the 49,873 shares over the $ 15,710 liability reduction was charged to loss on conversion of debt

 On
December 6, 2022, the Company issued a noteholder 44,286 shares of common stock in satisfaction of $ 18,600 principal. The $ 7,971
excess of the $ 26,571 fair value of the 44,286 shares over the $ 18,600 liability reduction was charged to loss on conversion of debt

 On
December 19, 2022, the Company issued a noteholder 53,968 shares of common stock in satisfaction of $ 17,000 principal. The $ 7,286
excess of the $ 24,286 fair value of the 53,968 shares over the $ 17,000 liability reduction was charged to loss on conversion of debt

 F- 25

 DEEP

 NOTES

 For

 NOTE

 Warrants
and options

 A
summary of warrants and options activity follows:

 SUMMARY OF WARRANTS AND OPTIONS ACTIVITY

 Shares Equivalent

 Options

 Warrants

 Total

 Balance, December 31, 2020

 -

 Warrants expired on February 19, 2021

 -

 ( 20
)

 ( 20
)

 Warrants expired on March 16, 2021

 -

 ( 33
)

 ( 33
)

 Warrant issued on July 2, 2021 (i)

 -

 3,333

 3,333

 Cashless exercise of warrant on September 21, 2021

 -

 ( 3,333
)

 ( 3,333
)

 Two warrants issued on October 14, 2021 (ii)

 -

 Balance, December 31, 2021

 -

 2022 Option/Warrant Activity

 -

 -

 -

 Balance, December 31, 2022

 -

 Warrants Cancelled effective June 16, 2023 (iii)

 -

 ( 44,444
)

 ( 44,444
)

 Balance, December 31, 2023

 -

 44,445

 44,445

 (i)

 On
 July 2, 2021, the Company entered into a Securities Purchase Agreement ("SPA") with Labrys Fund, LP ("Labrys").
 As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 3,333
 shares of the Company's common stock at an exercise price of $ 30.00 for a term of 5 -years. On September 21, 2021, the Company
 issued Labrys 3,008 shares of common stock as a cashless exercise of the warrant.

 (ii)

 On
 October 14, 2021, the Company (the "Borrower") entered into a Note Purchase Agreement ("NPA") with each of
 BHP Capital NY Inc. and Quick Capital, LLC (together, the "Investors"). As part and parcel of the foregoing transaction,
 each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the "Warrant")
 granting the holder the right to purchase up to 44,444 shares of the Company's common stock at an exercise price of $ 22.50
 for a term of 5 -years. The Company agreed to file an initial registration statement on Form S-1 covering the maximum number of registrable
 securities within 14 days of the execution of the NPA. The Registration Statement on Form S-1 was filed with the Securities and Exchange
 Commission on October 28, 2021 and declared effective on November 10, 2021. The transaction closed on October 19, 2021.

 (iii)

 On June 16, 2023, as part of an agreement reached with the SEC, BHP agreed
to surrender all conversion rights in its currently held convertibles notes, surrender for cancellation all unexercised warrants that it
acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes
or exercising related warrants.

 F- 26

 DEEP

 NOTES

 For

 NOTE

 The
following table summarizes information about warrants outstanding as of December 31, 2023:

 SUMMARY OF WARRANTS AND OUTSTANDING

 Number Outstanding

 At December 31,
 2023

 Exercise Price

 Expiration Date

 Warrants Issued October 14, 2021

 44,445

 22.50

 October 14, 2026

 Total

 44,445

 NOTE
J - INCOME TAXES

 The
provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax
rate for the periods presented to income (loss) before income taxes. The income tax rate was 21 % for the years ended December 31, 2023
and 2022. The sources of the difference are as follows:

 SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES

 Year Ended

 Expected tax at 21 %

 $
 ( 144,929
)

 $
 ( 250,786
)

 Non-deductible stock-based compensation

 179,387

 36,841

 Non-deductible (non-taxable) derivative liability expense (income)

 21,419

 ( 264,705
)

 Non-deductible loss on conversions of convertible notes payable

 11,509

 95,170

 Non-deductible amortization of debt discounts

 2,625

 231,844

 Increase (decrease) in Valuation allowance

 ( 70,011
)

 151,636

 Provision for (benefit from) income taxes

 $
 -

 $
 -

 All
tax years remain subject to examination by the Internal Revenue Service.

 Based
on management's present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset
attributable to the future utilization of the net operating loss carryforward as of December 31, 2023 will be realized. Accordingly,
the Company has provided a 100 % allowance against the deferred tax asset in the financial statements at December 31, 2023. The Company
will continue to review this valuation allowance and make adjustments as appropriate.

 The
net operating loss carryforward at December 31, 2023 for the years 2004 to 2017 expires in varying amounts from year 2024 to year 2037.

 Current
tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs.
Therefore, the amount available to offset future taxable income may be limited.

 NOTE
K - COMMITMENTS AND CONTINGENCIES

 Occupancy

 Corporate
office

 Our
current office space is located at 3524 Central Pike, #310, Hermitage, TN 37076 pursuant to a 61-month lease.

 F- 27

 DEEP

 NOTES

 For

 NOTE
K - COMMITMENTS AND CONTINGENCIES (continued)

 Amwaste
operations

 In
conjunction with the Amwaste Asset Acquisition, the Company acquired two storage yards under month-to-month leases. The first storage
yard is located at 4150 Whitlock St., Brunswick, GA 31520 and the monthly rent is $ 500. The second storage yard is located at 170 Odom
Lane, St. Simons Island, GA 31522 and the monthly rent is $ 100. On March 18, 2024, Amwaste assets were sold to Matter Management, LLC
for $ 175,000.

 Lyell
Environmental Services, Inc. operations

 In
January 2024, Lyell moved its primary operations from 211 Shady Grove Rd to 3524 Central Pike, Suite 310, Hermitage, Tennessee, 37076.
The new lease has a 61 month term with a monthly rent of $ 5,400 per month with provisions for annual increases.

 Employment
and Director Agreements

 On
January 1, 2016, Deep Green Waste & Recycling, LLC (the "LLC") entered into an Employment Agreement (the "Agreement")
with David A. Bradford as Chief Operating Officer. In connection with his appointment, the LLC and Mr. Bradford entered into a written
Agreement for an initial five-year term, which provided for the following compensation terms for Mr. Bradford. Pursuant to the Agreement,
Mr. Bradford was to receive a base salary of $ 108,000 per year, subject to increase of not less than 10 % per year. The LLC (i) was to
remit payment of Eighty-Four Thousand Dollars ($ 84,000) of the Base Salary; and (ii) was to defer payment of Twenty-Four Thousand Dollars
($ 24,000) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the "Deferred
Base Salary"). The Deferred Base Salary was to earn seven percent ( 7 %) simple interest per annum until paid in full. The Executive,
in his sole and absolute discretion, was to determine when and how the Deferred Base Salary was to be paid, without limitation; and was
able to elect to acquire additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then
outstanding, at the lesser of (i) the then-current value of the ownership interest in the Company; or (ii) the price at which ownership
interest in the LLC was most recently purchased by any party, including the LLC. Mr. Bradford was eligible for a cash bonus equal to
 1.5 % of Adjusted EBITDA over $ 2,000,000 at the end of each respective annual period. As an inducement to the Executive to enter into
this Agreement, the LLC granted the Executive an initial three and one-half percent ( 3.5 %) ownership interest in the LLC. In addition,
the executive had the right to purchase equity at the most recently traded rate. In 2016, the executive converted $ 19,947 of deferred
compensation to 4.76 % members' equity. On July 17, 2017, Mr. Bradford and the LLC agreed to amend the terms of the Agreement, as
follows: (i) upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional one and one half percent ( 1.5 %)
ownership interest in the LLC, with 0.375 % granted upon the date of initiation and 0.375 % granted on the anniversary date of the ISP
for each of the following three years, and (ii) for each year of the Agreement in which the Company's after-tax profits exceed
$ 2,000,000, the LLC was to pay the Executive a Discretionary Incentive Bonus of no less than one and one-half percent ( 1.5 %) of the LLC's
after-tax profits, as determined by the LLC's independent certified public accountant(s) in accordance with generally accepted
accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep Green Waste & Recycling,
LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the "Company")(f/k/a
Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement of Mr. Bradford's Agreement. Effective May 1, 2018,
Mr. Bradford agreed to forgo payment of his salary until circumstances allow a resumption. On December 3, 2019, Mr. Bradford submitted
his resignation as President, Chief Executive Officer, Secretary and as a member of the Board of Directors of the Company, effectively
immediately. Mr. Bradford retained his role as Chief Operating Officer of the Company. Commencing in July of 2020, the Company and Mr.
Bradford agreed that the Company will pay Mr. Bradford $ 3,500 per month until such time as Company finances improve. On December 31,
2022, the Company extended Mr. Bradford's employment agreement for an additional two-year period. For the years ended December
31, 2023 and 2022, compensation to Mr. Bradford expensed under the above employment agreement was $ 42,000 and $ 42,000, respectively.
As of December 31, 2023 and 2022, accrued cash compensation due Mr. Bradford was $ 52,500 and $ 10,500, respectively. As of December 31,
2023 and 2022, the deferred compensation balance due Mr. Bradford was $ 0 and $ 0, respectively.

 F- 28

 DEEP

 NOTES

 For

 NOTE
K - COMMITMENTS AND CONTINGENCIES (continued)

 On
January 1, 2016, Deep Green Waste & Recycling, LLC (the 'LLC") entered into an Employment Agreement (the
"Agreement") with Bill Edmonds as Managing Member, President and Chief Financial Officer. Mr. Edmonds became Chief
Executive Officer of the Company in 2011. In connection with his appointment, the LLC and Mr. Edmonds entered into a written
Agreement for an initial five-year
term, which provided for the following compensation terms for Mr. Edmonds. Pursuant to the Agreement, Mr. Edmonds was to
receive a base salary of $ 200,000
per year, subject to increase of not less than 10 %
per year. The Company (i) was to remit payment of One Hundred Sixty Thousand Dollars ($ 160,000)
of the Base Salary; and (ii) was to defer payment of Forty Thousand Dollars ($ 40,000)
of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the "Deferred
Base Salary"). The Deferred Base Salary was to earn seven percent ( 7 %)
simple interest per annum until paid in full. The Executive, in his sole and absolute discretion, was to determine when and how
Deferred Base Salary was to be paid, without limitation; and was able to elect to acquire additional ownership interest in the LLC
in exchange for all or any portion of the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the
ownership interest in the LLC; or (ii) the price at which ownership interest in the LLC was most recently purchased by any party,
including the LLC. Mr. Edmonds was eligible for a cash bonus equal to 2.5 %
of Adjusted EBITDA over $ 2,000,000
at the end of each respective annual period. On July 17, 2017, Mr. Edmonds and the LLC agreed to amend the terms of the Agreement,
as follows: (i) upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional two and one-fourth
percent ( 2.25 %)
ownership interest in the LLC, with 0.5625 %
granted upon the date of initiation and 0.5625 %
granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which
the LLC's after-tax profits exceed $ 2,000,000,
the LLC was to pay the Executive a Discretionary Incentive Bonus of no less than two and one half percent ( 2.5 %)
of the LLC's after-tax profits, as determined by the LLC's independent certified public accountant(s) in accordance with
generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep
Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste
& Recycling, Inc. (the "Company")(f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement
of Mr. Edmonds' Agreement. Effective January 1, 2023, Mr. Edmonds agreed to resume a monthly salary of $ 3,500.
On December 31, 2022, the Company extended Mr. Edmonds' employment agreement for an additional two-year
period. As of December 31, 2023 and 2022, accrued cash compensation due Mr. Edmonds was $ 42,000
and $ 0,
respectively. As of December 31, 2023 and 2022, the deferred compensation balance due Mr. Edmonds was $ 102,286
and $ 95,429,
respectively. As of December 31, 2023 and 2022, the accrued board salary balance due Mr. Edmonds as a board member was $ 25,000
an $ 5,000,
respectively.

 On
December 4, 2019, the Company entered into an agreement with Lloyd Spencer as President and Chief Executive Officer. In connection
with his appointment, the Company and Mr. Spencer entered into a written employment agreement (the "Employment
Agreement") for an initial three-year term, which provided for the following compensation terms for Mr. Spencer. Pursuant to
the Employment Agreement, Mr. Spencer was to receive a base salary of $ 10,000 per
month starting when the corporation receives its first round of equity or debt financing. Mr. Spencer received 333 restricted
shares of the Company's common stock on or before January 31, 2020 as a sign-on bonus. In addition, the Company is to issue to
Mr. Spencer restricted shares in the form of stock grants equivalent to 4,020 shares
of the Corporation's Common Stock over a 3 -year
period. Stock Grant shares vested 113 shares
each month after the Stock Grant date, December 4, 2019, over a three-year period. The number of shares vested shall be adjusted in
the event of subsequent stock splits. Commencing in July of 2020, the Company and Mr. Spencer agreed that the Company will pay Mr.
Spencer $ 3,500 per
month until such time as Company finances improve. For the years ended December 31, 2023 and 2022, cash compensation accrued to Mr.
Spencer under the employment agreement was $ 42,000 and
$ 42,000,
respectively. As of December 31, 2023 and 2022, the accrued cash compensation due Mr. Spencer was $69,250 and $27,250, respectively.
As of December 31, 2023 and 2022, the accrued board salary balance due Mr. Spencer as a board member was $ 25,000 and
$ 5,000,
respectively.

 On March 14, 2022, Lloyd T. Spencer,
the Company's then Chief Executive Officer, Secretary and Director, resigned in his position as Chief Executive Officer. Mr.
Spencer retained his roles as Secretary and Director. On March 14, 2022, upon the resignation of Mr. Spencer as the Company's
Chief Executive Officer, the Board of Directors appointed Bill Edmonds as its new Chief Executive Officer. Mr. Edmonds retained his
prior roles as interim Chief Financial Officer and Chairman of the Board of Directors. On March 14, 2022, the Board of Directors
appointed David Bradford to President. Mr. Bradford retained his prior role as Chief Operating Officer.

 F- 29

 DEEP

 NOTES

 For

 NOTE
K - COMMITMENTS AND CONTINGENCIES (continued)

 Director
Agreements

 On
January 9, 2020, the Company and Lloyd Spencer (the "Director") entered into a Board of Directors Services Agreement whereby
the Director shall receive compensation for serving on the Company's Board of Directors equivalent to Five Thousand and no/100
dollars ($ 5,000.00) of the Company's common stock, paid to the Director on the last calendar day of each fiscal quarter as long
as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall
be calculated as: $ 5,000 /(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director shall begin receiving
compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At December 31, 2023, the
accrued compensation due Mr. Spencer under this agreement was $ 25,000.

 On
January 9, 2020, the Company and Bill Edmonds (the "Director") entered into a Board of Directors Services Agreement whereby
the Director shall receive compensation for serving on the Company's Board of Directors equivalent to Five Thousand and no/100
dollars ($ 5,000.00) of the Company's common stock, paid to the Director on the last calendar day of each fiscal quarter as long
as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall
be calculated as: $ 5,000 /(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director shall begin receiving
compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At December 31, 2023, the
accrued compensation due Mr. Edmonds under this agreement was $ 25,000.

 Major
Customer

 One
customer accounted for 77 %
and 19 % of the Company's revenues for the years ended December 31, 2023 and 2022, respectively.

 Legal

 As
indicated in NOTE E – ACCOUNTS PAYABLE, one customer and two vendors have received Default Judgments against Deep Green
aggregating $ 487,615 that remain unpaid by Deep Green. Also, Deep Green has accounts payable to other vendors of materials and services
and credit card companies aggregating $ 2,541,290 at December 31, 2023. Also, Deep Green has not paid any amounts to satisfy the $ 387,535
claimed by the factor pursuant to the Factor's Notice of Default dated July 31, 2018 (Please see NOTE F – DEBT for
further information).

 On January 1, 2023, the Company received notification
of a complaint filed in the Supreme Court of the State of New York by Owen May and MD Global. The complaint alleges "breach of contract,
conversion, fraud, and securities fraud related to misconduct, failure to perform, theft, and deceit and intentional misrepresentations
done with scienter about securities by Deep Green Waste & Recycling and Lloyd T Spencer". The complaint seeks $ 350,000.00 in
compensatory damages, and $ 3,500,000.00 in punitive damages. The Company believes the complaint to be wholly without merit and has filed
to dismiss the case.

 On June 1, 2023 the Company received notification
that the Supreme Court of the State of New York dismissed the fraud and conversion claims brought by MD Global, LLC and further ruled
that former CEO Lloyd Spencer should not be a party to the case.

 NOTE
L - GOING CONCERN UNCERTAINITY

 Under
ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet
our future financial obligations as they become due within one year after the date that the financial statements are issued. As required
by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have
not been fully implemented as of the date the financial statements are issued.

 In
performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability
to meet our financial obligations as they become due. We have a history of net losses: As of December 31, 2023, we had cash of
$ 318,441,
current assets of $ 1,193,986,
current liabilities of $ 5,421,592 and
an accumulated deficit of $ 13,061,577.
For the year ended December 31, 2023, we generated cash from operating activities of $ 253,414.
For the year ended December 31, 2022, we used $ 205,894
from operating activities. We expect to continue to incur negative cash flows until such time as our operating segments generate
sufficient cash inflows to finance our operations and debt service requirements.

 F- 30

 DEEP

 NOTES

 For

 NOTE
L - GOING CONCERN UNCERTAINITY (continued)

 In
performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate
the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial
statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships,
establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities,
including selling common stock through an at-the-market facility (ATM).

 There
is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will
be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations
or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore,
have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available
on attractive terms or they will not have a significant dilutive effect on the Company's existing shareholders. We have therefore
concluded there is substantial doubt about our ability to continue as a going concern through April 2025.

 The
accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification
of liabilities that may result from our failure to continue as a going concern.

 NOTE
M - SUBSEQUENT EVENTS

 In
January 2024, Lyell Environmental Services moved its primary operations from 211 Shady Grove Rd to 3524 Central Pike, Suite 310, Hermitage,
Tennessee, 37076. The new lease has a 61 -month term with a monthly rent of $ 5,400 per month with provisions for annual increases.

 In
February 2024, our CEO and Chairman adopted a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement,"
as each term is defined in Item 408(a) of Regulation S-K. Under the agreement, Common shares of Deep Green Waste & Recycling, Inc
will be acquired using automatic and pre-scheduled purchases of up to 10,000
 shares with the aggregate number of shares purchased
not to exceed 500,000
 shares under this plan. Commitment to Comply:
a) CEO/Chairman agrees not to exercise any discretion, influence or control over trades once plan is implemented b) CEO/Chairman agrees
to advise Compliance if this Trade Plan is changed, terminated or if CEO/Chairman implements additional plans. By submitting this Trade
Plan under Rule 10b5-1, CEO/Chairman confirms he is not aware of any material non-public information about Deep Green Waste & Recycling
as of this date. Trading under this plan will begin in June 2024 and will expire on December 31, 2024.

 On
March 18, 2024, the assets of Amwaste were sold to Matter Management for $ 175,000.

 F- 31

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 There
have been no disagreements on accounting and financial disclosures from the inception of our Company through the date of this Form 10-K.
Michael T. Studer CPA P.C has audited our financial statements for the years ended December 31, 2023 and 2022.

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES.

 Evaluation
of Disclosure Controls and Procedures

 We
maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act
of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports
is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"),
under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"),
of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of
the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO has
concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SEC's rules and forms due to material weaknesses in our internal controls described below.

 Limitations
on the Effectiveness of Controls

 Our
management, including our CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all errors and
all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within us have been
detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur
because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion
of two or more people, or by management or board override of the control.

 The
design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls
may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to
our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements
for external purposes in accordance with accounting principles generally accepted in the United States of America.

 Our
management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment,
it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on our assessment, we believe that, as of December 31, 2023, our internal control over financial reporting was not
effective based on those criteria.

 Management's
assessment identified several material weaknesses in our internal control over financial reporting. These material weaknesses include
the following:

 -

 Insufficient
 number of qualified accounting personnel governing the financial close and reporting process

 -

 Lack
 of independent directors

 -

 Lack
 of proper segregation of duties

 This
Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual
report.

 Changes
in Internal Controls

 There
were no changes in our internal control over financial reporting during the year ended December 31, 2023, which have affected, or are
reasonably likely to affect, our internal control over financial reporting.

 ITEM
 9B.

 OTHER
 INFORMATION.

 Trading
Plans

the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange
Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1
trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. See also Subsequent Events.

 ITEM
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Officers
and Directors

 The
names and ages of our Directors and Executive Officers are set forth below. Our By-Laws provide for not less than one Director. All Directors
are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly
elected and qualified. The officers are elected by our Board.

 Name

 Age

 Position
 and Term

 Lloyd
 Spencer

 Secretary
 and Director

 Bill
 Edmonds

 Chief
 Executive Officer, Interim Chief Financial Officer and Chairman of the Board

 David
 Bradford

 President
 and Chief Operating Officer

 Lloyd
Spencer- Secretary and Director- Since December 2019, Lloyd Spencer has served as the Company's President, Chief Executive
Officer, Secretary, and as a member of the Company's Board of Directors. On March 14, 2022, Mr. Spencer resigned in his position
as Chief Executive Officer. From 2017 to 2019, Mr. Spencer served as Corporate Secretary of TraqIQ, Inc. From 2004 through 2016, Mr.
Spencer served as Chairman and President of CoroWare, Inc. From 2002 to 2004, Mr. Spencer was Vice President of Sales at Planet Technologies,
a systems integration company based in Germantown, MD. From 1996 to 2002, Mr. Spencer was Solutions Unit Manager and Group Product Manager
at Microsoft in Redmond, Washington. Prior to Microsoft, Mr. Spencer served as Assistant Vice-President and Business Unit Manager at
Newbridge Networks; and Product Line Manager at Sun Microsystems. Mr. Spencer began his career as a software development engineer at
Hewlett-Packard Corporation in Cupertino, California. Mr. Spencer received his Bachelor of Science degree from Cornell University in
1980 with a major in Biology and Animal Science and with an emphasis in Immunogenetics.

 Bill
Edmonds- Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board - Bill Edmonds is the Chief Executive
Officer, Chairman of the Board of Directors and serves as Interim Chief Financial Officer of Deep Green Waste & Recycling. He was
the President of Deep Green Waste & Recycling, Inc from 2017 through 2019 and President of Deep Green Waste & Recycling, LLC
from 2011 to 2017. Bill also served as President and Chief Financial Officer of Compaction and Recycling Equipment Inc. (CARE) and Columbia
Financial Services Inc. (CFSI), from 2018 to 2020. Before starting Deep Green Waste & Recycling, Bill served as CFO and VP of Operations
at International Environmental Management (IEM), a waste & recycling business that was focused exclusively on retail mall businesses.
Prior to IEM, Bill spent several years in telecommunications in various leadership positions. Mr. Edmonds has an extensive background
in Finance and is a CPA. He graduated from Georgia Institute of Technology with a Bachelor of Science degree, and Emory University with
an Executive Masters of Business Administration degree.

 David
Bradford- President and Chief Operating Officer - David Bradford serves as the President and Chief Operating Officer of Deep Green
Waste & Recycling and is responsible for implementing acquisitions and improving operations. Mr. Bradford has served as the Company's
Chief Operating Officer since January 2016 and served as the interim Chief Executive Officer from 2019 through December 2019. Mr. Bradford
devoted the majority of his senior management career to the telecommunications industry. From 1977 through 1987, Mr. Bradford served
in executive positions at the Chicago Tribune's broadcast and cable television divisions. Positions included Vice President and
General Manager for Tribune Cable Communications, Vice President of Operations for WGN Electronic Systems, and Director of Strategic
Planning for Tribune Cable and subsidiaries. At Tribune Cable, Mr. Bradford helped grow the company from a small 2,000 subscriber property
to a major multiple system operator managing over 300,000 customers nationwide. Mr. Bradford brings three decades of successful customer
based operating experience to the team as well as many years of participation, guidance, and oversight in numerous debt and equity financings,
acquisitions, and strategic restructuring.

 Family
Relationships

 There
are no family relationships among the directors and executive officers.

 Conflicts
of Interest

 We
believe that our current officer and director will not be subject to conflicts of interest. No policy has been implemented or will be
implemented to address conflicts of interest.

 Involvement
in Certain Legal Proceedings

the past ten years, Messrs. Spencer, Edmonds and Bradford have not been the subject of the following events:

 A.

 A
 petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar
 officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner
 at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer
 at or within two years before the time of such filing;

 B.

 Convicted
 in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 C.

 The
 subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

 1.

 Acting
 as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
 transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the
 foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee
 of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice
 in connection with such activity;

 2.

 Engaging
 in any type of business practice; or

 3.

 Engaging
 in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal
 or State securities laws or Federal commodities laws;

 D.

 The
 subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,
 suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph
 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

 E.

 Was
 found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities
 law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 F.

 Was
 found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any
 Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been
 subsequently reversed, suspended or vacated;

 G.

 Was
 the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
 reversed, suspended or vacated, relating to an alleged violation of:

 1.

 Any
 Federal or State securities or commodities law or regulation; or

 2.

 Any
 law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
 injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal
 or prohibition order, or

 3.

 Any
 law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 H.

 Was
 the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
 (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
 of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
 authority over its members or persons associated with a member.

 Audit
Committee and Audit Committee Financial Expert

 We
do not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its board
of directors. All current members of the board of directors lack sufficient financial expertise for overseeing financial reporting responsibilities.

 We
do not have an audit committee financial expert because we believe the costs related to retaining a financial expert at this time is
prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial
expert are not warranted.

 We
intend to establish an audit committee of the Board of Directors, which will consist of independent directors. The audit committee's
duties will be to recommend to our board of directors the engagement of an independent registered public accounting firm to audit our
financial statements and to review our accounting and auditing principles. The audit committee will review the scope, timing and fees
for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting
firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times
be composed exclusively of directors who are, in our opinion, free from any relationship which would interfere with the exercise of independent
judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

 Code
of Ethics

 We
have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest
and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws;
ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics
was filed as Exhibit 14.1 on our Form S-1 Registration Statement as filed with the Securities and Exchange Commission on March 18, 2020.
Our code of ethics is posted on our website at:

 Disclosure
Committee and Charter

 We
do not have a disclosure committee and disclosure committee charter. We plan to establish a Disclosure Committee and will operate under
a charter. The purpose of a disclosure committee would be to provide assistance to the Principal Executive Officer and the Principal
Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and
the accuracy, completeness and timeliness of our financial reports.

 Section
16(a) Beneficial Ownership Compliance

 Section
16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of our common stock, to file reports
of ownership and changes in ownership with the SEC. These persons are required by SEC regulations to furnish to us copies of all Section
16(a) forms they file. SEC regulations require us to identify in this Annual Report anyone who filed a required report late or failed
to file a required report. Based on our review of forms we received, we believe that during 2023 all Section 16(a) filing requirements
were satisfied on a timely basis.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION.

 Summary
Compensation Table

 The
following table sets forth the compensation paid by us to our officers during the last two fiscal years ended December 31, 2023 and 2022.
This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation,
if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officers.

 Name and Principal Position

 Year

 Salary- Paid or accrued
 ($)

 Bonus
 ($)

 Stock Awards
 ($)

 Option Awards
 ($)

 Non-Equity Incentive Plan Compensation
 ($)

 Change in Pension
 Value &
 Non-Qualified Deferred Compensation Earnings
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 (a)

 (b)

 (c)

 (d)(5)

 (e)

 Lloyd Spencer- Secretary, Director
 (4)(5)

 2023

 42,000

 235,000

 277,000

 2022

 36,733

 36,733

 Bill Edmonds- I Chief Executive Officer, Interim Financial Officer, Chairman of the Board (1)(2)(5)

 2023

 42,000

 235,000

 277,000

 2022

 12,000

 71,500

 83,500

 David Bradford- President, Chief Operating Officer (1)(3)(5)

 2023

 42,000

 235,000

 277,000

 2022

 12,000

 32,500

 44,500

 (1)

 Messrs.
 Edmonds and Bradford entered into 5-year employment agreements with Deep Green Waste and Recycling, LLC on January 1, 2016, which
 were assigned and assumed by Deep Green Waste and Recycling, Inc. on August 24, 2017 following the closing of the Purchase and Conveyance
 Agreement between the Company and Deep Green Waste and Recycling, LLC.

 (2)

 On
 January 1, 2016, the Deep Green Waste & Recycling, LLC (the 'LLC") entered into an Employment Agreement (the "Agreement")
 with Bill Edmonds as Managing Member, President and Chief Financial Officer. Mr. Edmonds became Chief Executive Officer of the Company
 in 2011. In connection with his appointment, the LLC and Mr. Edmonds entered into a written Agreement for an initial five-year term,
 which provides for the following compensation terms for Mr. Edmonds. Pursuant to the Agreement, Mr. Edmonds will receive a base salary
 of $200,000 per year, subject to increase of not less than 10% per year. The Company (i) shall remit payment of One Hundred Sixty
 Thousand Dollars ($160,000) of the Base Salary; and (ii) shall defer payment of Forty Thousand Dollars ($40,000) of the Base Salary,
 in a proportionate basis and allocated over each payment of the Base Salary so remitted (the "Deferred Base Salary").
 The Deferred Base Salary shall earn seven percent (7%) simple interest per annum until paid in full. The Executive, in his sole and
 absolute discretion, shall determine when and how Deferred Base Salary shall be paid, without limitation; and may also elect to acquire
 additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then outstanding, at the
 lesser of (i) the then-current value of the ownership interest in the LLC; or (ii) the price at which ownership interest in the LLC
 was most recently purchased by any party, including the LLC. Mr. Edmonds is eligible for a cash bonus equal to 2.5% of Adjusted EBITDA
 over $2,000,000 at the end of each respective annual period. On July 17, 2017, Mr. Bradford and the LLC agreed to amend the terms
 of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan, the LLC hereby grants the Executive an additional
 two and one-fourth percent (2.25%) ownership interest in the LLC, with 0.5625% granted upon the date of initiation and 0.5625% granted
 on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which the LLC's
 after-tax profits exceed $2,00000,000, the LLC will pay the Executive a Discretionary Incentive Bonus of no less than two and one
 half percent (2.5%) of the LLC's after-tax profits, as determined by the LLC's independent certified public accountant(s)
 in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement
 between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep
 Green Waste & Recycling, Inc. (the "Company")(f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption
 Agreement of Mr. Edmonds' Agreement. On December 31, 2020, the Company extended Mr. Edmonds' employment agreement for
 an additional two-year period. Please see NOTE N - SUBSEQUENT EVENTS for further information.

 (3)

 On
 January 1, 2016, Deep Green Waste & Recycling, LLC (the "LLC") entered into an Employment Agreement (the "Agreement")
 with David A. Bradford as Chief Operating Officer. In connection with his appointment, the LLC and Mr. Bradford entered into a written
 Agreement for an initial five-year term, which provides for the following compensation terms for Mr. Bradford. Pursuant to the Agreement,
 Mr. Bradford will receive a base salary of $108,000 per year, subject to increase of not less than 10% per year. The LLC (i) shall
 remit payment of Eighty-Four Thousand Dollars ($84,000) of the Base Salary; and (ii) shall defer payment of Twenty-Four Thousand
 Dollars ($24,000) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the
 "Deferred Base Salary"). The Deferred Base Salary shall earn seven percent (7%) simple interest per annum until paid
 in full. The Executive, in his sole and absolute discretion, shall determine when and how the Deferred Base Salary shall be paid,
 without limitation; and may also elect to acquire additional ownership interest in the LLC in exchange for all or any portion of
 the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the ownership interest in the Company;
 or (ii) the price at which ownership interest in the LLC was most recently purchased by any party, including the LLC. Mr. Bradford
 is eligible for a cash bonus equal to 1.5% of Adjusted EBITDA over $2,000,000 at the end of each respective annual period. As an
 inducement to the Executive to enter into this Agreement, the LLC hereby granted the Executive an initial three and one-half percent
 (3.5%) ownership interest in the LLC. In addition, the executive has the right to purchase equity at the most recently traded rate.
 In 2016, the executive converted $19,947 of deferred compensation to 4.76% members' equity. On July 17, 2017, Mr. Bradford
 and the LLC agreed to amend the terms of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan, the LLC hereby
 grants the Executive an additional one and one half percent (1.5%) ownership interest in the LLC, with 0.375% granted upon the date
 of initiation and 0.375% granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year
 of the Agreement in which the Company's after-tax profits exceed $2,000,000, the LLC will pay the Executive a Discretionary
 Incentive Bonus of no less than one and one-half percent (1.5%) of the LLC's after-tax profits, as determined by the LLC's
 independent certified public accountant(s) in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous
 with the entry into the Merger Agreement between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition,
 LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the "Company")(f/k/a Critic Clothing, Inc.) entered
 into an Assignment and Assumption Agreement of Mr. Bradford's Agreement. On December 3, 2019, Mr. Bradford submitted his resignation
 as President, Chief Executive Officer, Secretary and as a member of the Board of Directors of the Company, effectively immediately.
 Mr. Bradford retained his role as Chief Operating Officer of the Company. Commencing in July of 2020, the Company and Mr. Bradford
 agreed that the Company will pay Mr. Bradford $3,500 per month until such time as Company finances improve. On December 31, 2020,
 the Company extended Mr. Bradford's employment agreement for an additional two-year period. Please see NOTE N - SUBSEQUENT
 EVENTS for further information.

 (4)

 On
 December 4, 2019, the Company entered into an agreement with Lloyd Spencer as President and Chief Executive Officer. In connection
 with his appointment, the Company and Mr. Spencer entered into a written employment agreement (the "Employment Agreement")
 for an initial three-year term, which provides for the following compensation terms for Mr. Spencer. Pursuant to the Employment Agreement,
 Mr. Spencer will receive a base salary of $10,000 per month starting when the corporation receives its first round of equity or debt
 financing. Mr. Spencer shall receive 500,000 restricted shares of the Company's common stock on or before January 31, 2020
 as a sign-on bonus. In addition, the Company shall issue to Mr. Spencer restricted shares in the form of stock grants equivalent
 to 6,120,000 shares of the Corporation's Common Stock over a 3-year period. Stock Grant shares shall vest 170,000 shares each
 month after the Stock Grant date, December 4, 2019, over a three-year period, except that all unvested Stock Grant shares shall vest
 immediately if the Corporation terminates Executive's employment without Just Cause, or Executive resigns for Good Reason.
 The number of shares vested shall be adjusted in the event of subsequent stock splits. Commencing in July of 2020, the Company and
 Mr. Spencer agreed that the Company will pay Mr. Spencer $3,500 per month until such time as Company finances improve. Commencing
 in July of 2020, the Company and Mr. Spencer agreed that the Company will pay Mr. Spencer $3,500 per month until such time as Company
 finances improve. Please see NOTE N - SUBSEQUENT EVENTS for further information.

 (5)

 The
 values shown in this column represent the aggregate grant date fair value of equity-based awards granted during the fiscal year,
 in accordance with ASC 718, "Share Based-Payment". The fair value of the stock options at the date of grant was estimated
 using the Black-Scholes option-pricing model, based on the assumptions described in the Notes to Financial Statements included in
 this Annual Report on Form 10-K.

 (a)

 Accrued
 salary and salary paid.

 (b)

 Accrued
 bonus to employee for execution of employment agreement.

 (c)

 Delivery
 of common stock to employee for execution of employment agreements.

 (d)

 Options
 issued to employee for execution of employment agreement. More details on Options noted under Employment Agreements section below.

 (e)

 Equity
 compensation received as a Director of the Company.

 We
have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will
be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement
plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

 Except
as indicated below, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments
to the named executive officers listed above.

 Equity
Compensation, Pension or Retirement Plans

 No
retirement, pension, profit sharing or insurance programs or other similar programs have been adopted by the Company for the benefit
of its employees.

 2021
Stock Option Incentive Plan

 October
5, 2021, the Company filed a Registration Statement on Form S-8 registering 40,000,000 shares of common stock to be issued under the
Company's 2021 Stock Option Incentive Plan (the "2021 Plan")(11,660,000 shares remaining as of April 11, 2022). To
date, no warrants or options have been issued under shareholder approved plans. Please see NOTE I - CAPITAL STOCK for further
information.

 Audit
Committee

 Presently,
our Board of Directors is performing the duties that would normally be performed by an audit committee. We intend to form a separate
audit committee, and plan to seek potential independent directors. In connection with our search, we plan to appoint an individual qualified
as an audit committee financial expert.

 Options/SARS
Grants During Last Fiscal Year

 None.

 Directors'
Compensation

 On
January 9, 2020, the Company and Lloyd Spencer (the "Director") entered into a Board of Directors Services Agreement whereby
the Director shall receive compensation for serving on the Company's Board of Directors equivalent to Five Thousand and no/100
dollars ($5,000.00) of the Company's common stock, paid to the Director on the last calendar day of each fiscal quarter as long
as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall
be calculated as: $5,000/(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director shall begin receiving
compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At December 31, 2023, the
accrued compensation due Mr. Spencer under this agreement was $25,000.

 On
January 9, 2020, the Company and Bill Edmonds (the "Director") entered into a Board of Directors Services Agreement whereby
the Director shall receive compensation for serving on the Company's Board of Directors equivalent to Five Thousand and no/100
dollars ($5,000.00) of the Company's common stock, paid to the Director on the last calendar day of each fiscal quarter as long
as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall
be calculated as: $5,000/(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director shall begin receiving
compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At December 31, 2023, the
accrued compensation due Mr. Edmonds under this agreement was $25,000.

 Please
 see NOTE L- COMMITMENTS AND CONTINGENCIES for further information.

 The
following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made
in the years ended December 31, 2023 and 2022.

 Name

 Fees Earned
 or Paid
 in Cash
 ($)

 Stock Awards ($)

 Option Awards ($)

 Non-Equity Incentive Plan Compensation ($)

 Nonqualified Deferred Compensation Earnings
 ($)

 All Other Compensation ($)

 Total
 ($)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 Lloyd Spencer (1)

 2023

 $
 25,000

 -

 -

 -

 -

 -

 $
 25,000

 2022

 20,000

 -

 -

 -

 -

 -

 20,000

 Bill Edmonds (2)

 2023

 $
 25,000

 -

 -

 -

 -

 -

 $
 25,000

 2022

 20,000

 -

 -

 -

 -

 -

 20,000

 (1)

 Mr.
 Spencer's director's compensation was accrued during the year ended December 31, 2023.

 (2)

 Mr.
 Edmonds' director's compensation was accrued during the year ended December 31, 2023.

 Indemnification

 Under
our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest.
We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in
a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees.
With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding,
and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted
by the laws of the State of Wyoming.

 Regarding
indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada
law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against policy, as expressed
in the Act and is, therefore, unenforceable.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The
following table summarizes certain information regarding the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) of our outstanding Common Stock as of April 15, 2024 by (i) each person
known by us to be the beneficial owner of more than 5% of the outstanding Common Stock, (ii) each of our directors, (iii) each of our
executive officers, and (iv) all executive officers and directors as a group. These rules generally provide that a person is the beneficial
owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition
of securities. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder
has the right to acquire within 60 days after such date through (i) the exercise of any option or warrant, (ii) the conversion of a security,
(iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary
account or similar arrangement. Except as disclosed in the footnotes to this table and subject to applicable community property laws,
we believe that each person identified in the table has sole voting and investment power over all of the shares shown opposite such person's
name.

 The
percentage of beneficial ownership is based 8,814,613 shares of common stock
outstanding at April 15, 2024 and excludes:

 An
 indeterminate number of shares of common stock to be issued upon conversion of the Company's 52,000 shares of Series B Convertible
 Preferred stock.

 Name of Beneficial Owner (1)

 Common Stock Beneficially

 Owned

 Percentage of

Common Stock (2)

 Lloyd Spencer (3)(4)

 2,053,239

 23.3
 %

 Bill Edmonds (5)(6)

 2,183,699

 24.8
 %

 David Bradford (7)(8)

 2,147,207

 24.4
 %

 Officers and Directors as a Group

 6,384,145

 72.4
 %

 (1)

 Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock
subject to options, warrants, or convertible debt currently exercisable or convertible, or exercisable or convertible within 60 days of
April 15, 2024 are deemed outstanding for computing percentage of the person holding such option or warrant but are not deemed outstanding
for computing the percentage of any person. Percentages are based on a total of shares of common stock outstanding on April 15, 2024,
and the shares issuable upon exercise of options, warrants exercisable, and debt convertible on or within 60 days of April 15, 2024.

 (2)

 The
 number of common shares outstanding used in computing the percentages is 8,814,613.

 (3)

 Included
 within Lloyd Spencer's beneficial ownership includes a total of 9,552 shares of common stock issued to Mr. Spencer as per the
 terms of the Employment Agreement dated December 4, 2019, shares issued pursuant to the Board of Directors Services Agreement dated
 January 9, 2020 and for services rendered on behalf of the Company.

 (4)

 The
 address for Mr. Spencer is 3524 Central Pike, #310, Hermitage, TN 37076.

 (5)

 Included
 within Bill Edmonds' beneficial ownership includes 41,186 shares of common stock
 issued to Mr. Edmonds in exchange for membership units held by Mr. Edmonds, issued by Deep Green Waste & Recycling, LLC, in the
 Merger Agreement by and between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated
 August 24, 2017 and a total of 9,178 shares issued pursuant to the Board of Directors Services Agreement dated January 9, 2020 and
 for services rendered on behalf of the Company.

 (6)

 The
 address for Mr. Edmonds is 3524 Central Pike, #310, Hermitage, TN 37076.

 (7)

 Included
 within David Bradford's beneficial ownership includes 6,538 shares of common stock issued to Mr. Bradford in exchange for membership
 units held by Mr. Bradford, issued by Deep Green Waste & Recycling, LLC, in the Merger Agreement by and between Deep Green Waste
 & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017 and a total of 7,333 shares issued
 for services rendered on behalf of the Company.

 (8)

 The
 address for Mr. Bradford is 3524 Central Pike, #310, Hermitage, TN 37076.

 Name of Beneficial Owner

 Series
 B

 Preferred Stock

 Beneficially
 Owned
 (1)

 Percentage of

 Series B

 Preferred Stock (2)

 Bill Edmonds (3)

 %

 Total

 %

 (1)

 The
 holders of the Series B, shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other Series
 of Preferred Stock while Series B shares are outstanding. The holders of Series B shall be entitled to vote on all matters submitted
 to a vote of the Shareholders of the Company. The holders of the Series B shall be entitled to twenty thousand (20,000) votes per
 one share of Series B held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common
 stock, the holders of any Series B Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares
 of common stock at the following conversion feature: the Conversion Price for each share of Series B Preferred Stock in effect on
 any Conversion Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20)
 trading days immediately preceding the date of conversion, (ii) but no less than Par Value of the Common Stock. For purposes of determining
 the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD
 OTCQB market, as reported on Bloomberg, L.P. Any conversion shall be for a minimum Stated Value of $500.00 of Series B shares.

 (2)

 The
 number of Series B Preferred shares outstanding used in computing the percentage is 52,000.

 (3)

 The
 address for Bill Edmonds is 3524 Central Pike, #310, Hermitage, TN 37076.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

the period January 1, 2018 to August 7, 2018 (the date of Deep Green's cessation of its waste recycling business), Deep Green used
an entity controlled by Deep Green's then Chief Executive Officer as a subcontractor to service certain customers of Deep Green.
Charges to cost of revenues from this related party totaled $29,190 for the year ended December 31, 2018. At December 31, 2023 and December
31, 2022, Deep Green had an account payable to this entity of $57,600 and $57,600, respectively.

 Director
Independence

 Our
Board of Directors will periodically review relationships that directors have with the Company to determine whether the directors are
independent. Directors are considered "independent" as long as they do not accept any consulting, advisory or other compensatory
fee (other than director fees) from the Company, are not an affiliated person of the Company or its subsidiaries (e.g., an officer or
a greater-than-ten-percent stockholder) and are independent within the meaning of applicable laws, regulations and the Nasdaq listing
rules. In this latter regard, the Board of Directors will use the Nasdaq listing rules (specifically, Section 5605(a)(2) of such rules)
as a benchmark for determining which, if any, of its directors are independent, solely in order to comply with applicable SEC disclosure
rules. However, this is for disclosure purposes only. It should be understood that, as a corporation whose shares are not listed for
trading on any securities exchange, our Company is not required to have any independent directors at all on its Board of Directors, or
any independent directors serving on any particular committees of the Board of Directors.

 As
of the date of this Form 10-K, the Board of Directors has determined that the Company does not have any independent directors within
the meaning of the Nasdaq listing rule cited above.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES.

 Michael
T. Studer CPA P.C has audited our financial statements for the years ended December 31, 2023 and 2022.

 1)
Audit Fees

 The
aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit
of annual financial statements and review of financial statements included in our Quarterly Reports on Form 10-Q or services that are
normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

 2023

 $
 40,000

 2022

 $
 50,000

 2)
Audit-Related Fees

 The
aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably
related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

 2023

 $
 3,000

 2022

 $
 5,000

 3)
Tax Fees

 The
aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning was:

 2023

 $

 2022

 $

 4)
All Other Fees

 The
aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other
than the services reported in paragraphs (1), (2), and (3) was:

 2023

 $

 2022

 $

 5)
 During the fiscal year ending December 31, 2023 and as of the date of this report, the Company does not maintain an audit committee
and therefore does not have an audit committee pre-approval policy in place.

 PART
IV

 ITEM
 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES.

 No.

 2.1

 Merger Agreement by and between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017 (previously filed with Form S-1 on March 18, 2020)

 2.2

 Articles of Merger of Deep Green Acquisition, LLC and Deep Green Waste & Recycling, LLC dated August 24, 2017 (previously filed with Form S-1 on March 18, 2020)

 2.3

 Share Purchase Agreement between Gordon Boorse and Deep Green Waste & Recycling, LLC dated June 2017 (Compaction and Recycling Equipment, Inc.) (previously filed with Form S-1 on March 18, 2020)

 2.4

 Share Purchase Agreement between Gordon Boorse and Deep Green Waste & Recycling, LLC dated June 2017 (Columbia Financial services, Inc.) (previously filed with Form S-1 on March 18, 2020)

 2.5

 Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations with St. James Capital Management, LLC dated August 24, 2017 (previously filed with Form S-1 on March 18, 2020)

 2.6

 Agreement of Conveyance, Transfer and Assignment of Subsidiaries and Assumption of Obligations with Mirabile Corporate Holdings, Inc. dated August 7, 2018 (previously filed with Form S-1 on March 18, 2020)

 3.1

 Articles of Incorporation Evader, Inc. dated August 24, 1995 (previously filed with Form S-1 on March 18, 2020)

 3.2

 Certificate of Correction for Evader, Inc. dated December 28, 2005 (previously filed with Form S-1 on March 18, 2020)

 3.3

 Certificate of Designation of Series A Preferred Stock dated July 18, 2010 (previously filed with Form S-1 on March 18, 2020)

 3.4

 Articles of Conversion of Evader, Inc., Inc. dated April 25, 2012 effective May 25, 2012 (previously filed with Form S-1 on March 18, 2020)

 3.5

 Restated Certificate of Incorporation of Evader, Inc., Inc. (previously filed with Form 1-A on May 17, 2018) (previously filed with Form S-1 on March 18, 2020)

 3.6

 Bylaws of Evader, Inc. (previously filed with Form 1-A on May 17, 2018) (previously filed with Form S-1 on March 18, 2020)

 3.7

 Amendment to Articles of Incorporation of Evader, Inc. dated July 24, 2014 (previously filed with Form S-1 on March 18, 2020)

 3.8

 Amendment to Articles of Incorporation of Evader, Inc. dated August 14, 2014 (previously filed with Form S-1 on March 18, 2020)

 3.9

 Amendment to Articles of Incorporation of Evader, Inc. dated December 8, 2014 (previously filed with Form S-1 on March 18, 2020)

 3.10

 Amendment to Articles of Incorporation of Evader, Inc. dated August 13, 2015 (previously filed with Form S-1 on March 18, 2020)

 3.11

 Amendment to Articles of Incorporation of Evader, Inc. dated July 20, 2017 (name change to Critical Clothing, Inc.) (previously filed with Form S-1 on March 18, 2020)

 3.12

 Amendment to Articles of Incorporation of Critical Clothing, Inc. dated July 20, 2017 (previously filed with Form S-1 on March 18, 2020)

 3.13

 Amendment to Articles of Incorporation of Critical Clothing, Inc. dated November 6, 2017 (name change to Deep Green Waste & Recycling, Inc.) (previously filed with Form S-1 on March 18, 2020)

 3.14

 Certificate of Designation Series B Convertible Preferred Stock dated January 22, 2020 (previously filed with Form S-1 on March 18, 2020)

 4.1

 Specimen certificate of common stock (previously filed with Form S-1 on March 18, 2020)

 10.1

 Board of Directors Services Agreement with Bill Edmonds dated January 9, 2020 (previously filed with Form S-1 on March 18, 2020)

 10.2

 Board of Directors Services Agreement with Lloyd Spencer dated January 9, 2020 (previously filed with Form S-1 on March 18, 2020)

 10.3

 Indemnification Agreement between Green Deep Waste & Recycling, Inc. and Bill Edmonds dated January 9, 2020 (previously filed with Form S-1 on March 18, 2020)

 10.4

 Indemnification Agreement between Green Deep Waste & Recycling, Inc. and Lloyd Spencer dated January 9, 2020 (previously filed with Form S-1 on March 18, 2020)

 No.

 10.5

 Employment Agreement between Deep Green Waste & Recycling, Inc. and Lloyd Spencer dated December 4, 2019 (previously filed with Form S-1 on March 18, 2020)

 10.6

 Employment Agreement between Deep Green Waste & Recycling, LLC and David Bradford dated January 1, 2016 (previously filed with Form S-1 on March 18, 2020)

 10.7

 Employment Agreement between Deep Green Waste & Recycling, LLC and Bill Edmonds dated December 4, 2019 (previously filed with Form S-1 on March 18, 2020)

 10.8

 Employment Agreement between Deep Green Waste & Recycling, Inc. and Josh Beckham dated February 5, 2018 (previously filed with Form S-1 on March 18, 2020)

 10.9

 Amendment to Deep Green Waste & Recycling, LLC Employment Agreement with David Bradford dated July 20, 2017 (previously filed with Form S-1 on March 18, 2020)

 10.10

 Amendment to Deep Green Waste & Recycling, LLC Employment Agreement with Bill Edmonds dated July 20, 2017 (previously filed with Form S-1 on March 18, 2020)

 10.11

 Consulting Agreement between Deep Green Waste & Recycling, Inc. and Sylios Corp dated December 16, 2019 (previously filed with Form S-1 on March 18, 2020)

 10.12

 Securities Purchase Agreement between Sylios Corp and Deep Green Waste & Recycling, Inc. dated as of January 13, 2020 (previously filed with Form S-1 on March 18, 2020)

 10.13

 Convertible Promissory Note between Sylios Corp and Deep Green Waste & Recycling, Inc. dated as of January 13, 2020 (previously filed with Form S-1 on March 18, 2020)

 10.14

 Common Stock Purchase Warrant Agreement between Sylios Corp and Deep Green Waste & Recycling, Inc. dated as of January 13, 2020 (previously filed with Form S-1 on March 18, 2020)

 10.15

 Registration Rights Agreement between Sylios Corp and Deep Green Waste & Recycling, Inc. dated as of January 13, 2020 (previously filed with Form S-1 on March 18, 2020)

 10.16

 Acknowledgement of Assignment Agreement between Sylios Corp and Armada Capital Partners, LLC dated March 6, 2020 (previously filed with Form S-1 on March 18, 2020)

 10.17

 Assignment Agreement between Sylios Corp and Armada Capital Partners, LLC dated March 6, 2020 (previously filed with Form S-1 on March 18, 2020)

 10.18

 Convertible Promissory Note between Armada Investment Fund, LLC and Deep Green Waste & Recycling, Inc. dated as of March 12, 2020 (previously filed with Form S-1 on March 18, 2020)

 10.19

 Common Stock Purchase Warrant Agreement between Armada Investment Fund, LLC and Deep Green Waste & Recycling, Inc. dated as of March 12, 2020 (previously filed with Form S-1 on March 18, 2020)

 10.20

 Promissory Note between Deep Green Waste & Recycling, LLC and Gordon Boorse (CFSI acquisition) dated October 20, 2017 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 10.21

 Promissory Note between Deep Green Waste & Recycling, LLC and Gordon Boorse (CARE acquisition) dated October 20, 2017 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 10.22

 Notice of Default submitted by AEC Yield Capital, LLC dated July 31, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 10.23

 Purchase and Sale Agreement between Deep Green Waste & Recycling, LLC and AEC Yield Capital, LLC dated December 16, 2016 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 10.24

 First Amendment to the Purchase and Sale Agreement between Deep Green Waste & Recycling, LLC and AEC Yield Capital, LLC dated January 26, 2017 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 10.25

 Second Amendment to the Purchase and Sale Agreement between Deep Green Waste & Recycling, LLC and AEC Yield Capital, LLC dated June 7, 2017 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 10.26

 Third Amendment to the Purchase and Sale Agreement between Deep Green Waste & Recycling, LLC and AEC Yield Capital, LLC dated June 7, 2017 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 10.27

 Convertible Promissory Note between Deep Green Waste & Recycling, LLC and C Alvin Roberds, Jr. dated March 16, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 10.28

 Common Stock Purchase Warrant Agreement between Deep Green Waste & Recycling, Inc. and C Alvin Roberds, Jr. dated as of March 16, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 10.29

 Convertible Promissory Note between Deep Green Waste & Recycling, LLC and Mary Williams dated February 19, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 No.

 10.30

 Common Stock Purchase Warrant Agreement between Deep Green Waste & Recycling, Inc. and Mary Williams. dated as of February 19, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 10.31

 Convertible Promissory Note between Deep Green Waste & Recycling, LLC and Ellen Bailey dated March 16, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 10.32

 Common Stock Purchase Warrant Agreement between Deep Green Waste & Recycling, Inc. and Ellen Bailey. dated as of March 16, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 10.33

 Convertible Promissory Note between Deep Green Waste & Recycling, LLC and GPL Ventures LLC dated June 23, 2020 (previously filed with Amendment No. 2 to Form S-1 on June 26, 2020)

 10.34

 Registration Rights Agreement between Deep Green Waste & Recycling, LLC and GPL Ventures LLC dated June 23, 2020 (previously filed with Amendment No. 2 to Form S-1 on June 26, 2020)

 10.35

 Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and GPL Ventures, LLC dated February 5, 2021 (previously filed with Form 8-K on March 1, 2021)

 10.36

 Registration Rights Agreement between Deep Green Waste & Recycling, Inc. and GPL Ventures, LLC dated February 5, 2021 (previously filed with Form 8-K on March 1, 2021)

 10.37

 Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC dated February 5, 2021 (previously filed with Form 8-K on March 1, 2021)

 10.38

 Registration Rights Agreement between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC dated February 5, 2021 (previously filed with Form 8-K on March 1, 2021)

 10.39

 ASSET PURCHASE AGREEMENT between Deep Green Waste & Recycling, Inc., DG Research, Inc. and Amwaste, Inc. dated February 8, 2021 (previously filed with Form 8-K on February 16, 2021)

 10.40

 Promissory Note between Deep Green Waste & Recycling, Inc., DG Research, Inc. and Amwaste, Inc. dated February 8, 2021 (previously filed with Form 8-K on February 16, 2021)

 10.41

 Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and GPL Ventures, LLC dated March 2, 2021 (previously filed with Form 8-K on March 15, 2021)

 10.42

 Registration Rights Agreement between Deep Green Waste & Recycling, Inc. and GPL Ventures, LLC dated March 2, 2021 (previously filed with Form 8-K on March 15, 2021)

 10.43

 Consulting Agreement between the Company and Sylios Corp dated February 12, 2021 (previously filed with Form S-1 on April 16, 2021)

 10.44

 Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and Bill Edmonds dated April 9, 2021 (previously filed with Form 10-Q on May 24, 2021)

 10.45

 Consulting Agreement between the Company and Sylios Corp dated May 10, 2021 (previously filed with Form 10-Q on May 24, 2021)

 10.46

 Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and GPL Ventures, LLC dated June 4, 2021 (previously filed with Form S-1 on June 8, 2021)

 10.47

 Registration Rights Agreement between Deep Green Waste & Recycling, Inc. and GPL Ventures, LLC dated June 4, 2021 (previously filed with Form S-1 on June 8, 2021)

 10.48

 Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC dated June 4, 2021 (previously filed with Form S-1 on June 8, 2021)

 10.49

 Registration Rights Agreement between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC dated June 4, 2021 (previously filed with Form S-1 on June 8, 2021)

 10.50

 Amendment to Consulting Agreement between the Company and Sylios Corp dated June 4, 2021 (previously filed with Form S-1 on June 8, 2021)

 10.51

 Finder's fee agreement between the Company and J.H. Darbie & Co., Inc. dated May 13, 2021 (previously filed with Form S-1/A on June 17, 2021)

 10.52

 Promissory Note between Deep Green Waste & Recycling, Inc. and Labrys Fund, LP dated July 2, 2021 (previously filed with Form 8-K on July 13, 2021)

 10.53

 Securities Purchase Agreement Deep Green Waste & Recycling, Inc. and Labrys Fund, LP dated July 2, 2021 (previously filed with Form 8-K on July 13, 2021)

 10.54

 Common Stock Purchase Warrant Agreement Deep Green Waste & Recycling, Inc. and Labrys Fund, LP dated July 2, 2021 (previously filed with Form 8-K on July 13, 2021)

 10.55

 Stock Purchase Agreement between Deep Green Waste & Recycling, Inc., Jeremy Lyell and Lyell Environmental Services, Inc. dated July 11, 2021 (previously filed with Form 10-Q on August 16, 2021)

 10.56

 Note Purchase Agreement Deep Green Waste & Recycling, Inc., BHP Capital NY Inc. and Quick Capital, LLC (previously filed with Form 8-K on October 21, 2021)

 No.

 10.57

 Secured Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and BHP Capital NY Inc. (previously filed with Form 8-K on October 21, 2021)

 10.58

 Secured Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC (previously filed with Form 8-K on October 21, 2021)

 10.59

 Security Agreement between Deep Green Waste & Recycling, Inc. and BHP Capital NY Inc. (previously filed with Form 8-K on October 21, 2021)

 10.60

 Security Agreement between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC (previously filed with Form 8-K on October 21, 2021)

 10.61

 Common Stock Purchase Warrant Agreement between Deep Green Waste & Recycling, Inc. and BHP Capital NY Inc. (previously filed with Form 8-K on October 21, 2021)

 10.62

 Common Stock Purchase Warrant Agreement between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC (previously filed with Form 8-K on October 21, 2021)

 10.63

 Promissory Note between Deep Green Waste & Recycling, Inc. and Jeremy D. Lyell (previously filed with Form 8-K on October 21, 2021)

 10.64

 Note Purchase Agreement Deep Green Waste & Recycling, Inc., BHP Capital NY Inc. and Quick Capital, LLC (previously filed with Form 8-K on March 7, 2022)

 10.65

 Secured Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and BHP Capital NY Inc. (previously filed with Form 8-K on March 7, 2022)

 10.66

 Secured Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC (previously filed with Form 8-K on March 7, 2022)

 10.67

 Security Agreement between Deep Green Waste & Recycling, Inc. and BHP Capital NY Inc. (previously filed with Form 8-K on March 7, 2022)

 10.68

 Security Agreement between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC (previously filed with Form 8-K on March 7, 2022)

 14.1

 Code of Business Conduct and Ethics (previously filed with Form S-1 on March 18, 2020)

 21.1

 Certificate of Organization of Deep Green Waste & Recycling, LLC dated August 2, 2011 (previously filed with Form S-1 on March 18, 2020)

 21.2

 Articles of Incorporation of Jetty Enterprises, Inc. dated November 4, 1987 (previously filed with Form S-1 on March 18, 2020)

 21.3

 Amendment to Articles of Incorporation for Jetty Enterprises, Inc. dated May 21, 2993 (name change to Compaction and Recycling Equipment, Inc.) (previously filed with Form S-1 on March 18, 2020)

 21.4

 Articles of Incorporation for Columbia Financial Services, Inc. dated October 3, 1988 (previously filed with Form S-1 on March 18, 2020)

 21.5

 Articles of Incorporation of DG Research, Inc. dated July 22, 2020 (previously filed with Form S-1 on April 16, 2021)

 31.1

 Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith).

 31.2

 Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith).

 32.1

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 Graphic

 Corporate
 logo- Deep Green Waste & Recycling, Inc.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 +
Filed hereby with this Registration Statement.

 ++
To be filed by subsequent amendment.

Exhibits will be filed by subsequent amendment.

 ITEM
 16.

 FORM
 10-K SUMMARY.

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 22nd day of April 2024.

 DEEP

 (the
 "Registrant")

 BY:

 /s/
 Bill Edmonds

 Bill
 Edmonds

 Chief
 Executive Officer (Principal Executive Officer)

 Pursuant
to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Bill Edmonds

 Chief
 Executive Officer, Interim Chief Financial Officer and Director

 April
 22, 2024

 Bill
 Edmonds

 (Principal
 Executive Officer and Principal Financial Officer)

 /s/
 David Bradford

 Chief
 Operating Officer and President

 April
 22, 2024

 David
 Bradford