UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended February 28, 2009

                                       or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the transition period from ______________ to ______________

                        Commission File Number 000-52784

                           WASTE TO ENERGY GROUP INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                           N/A
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

4801 Alhambra Circle, Coral Gables, Florida                33146
(Address of principal executive offices)                 (Zip Code)

                                 (305) 529-4888
              (Registrant's telephone number, including area code)

                                       N/A
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate 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. [X] YES [ ] NO

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

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act [ ] YES [X] NO

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports  required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

50,265,000 shares issued and outstanding as of April 17, 2009.
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Our  financial  statements  are stated in United  States  Dollars  (US$) and are
prepared  in  accordance  with  United  States  Generally  Accepted   Accounting
Principles.



                                       2
<PAGE>
                           Waste to EnergyGroup Inc.
                     (formerly Your Digital Memories, Inc.)
                          (A Development Stage Company)

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                           February 28,          May 31,
                                                              2009                2008
                                                            ---------           ---------
                                                           (Unaudited)          (Audited)
<S>                                                         <C>                 <C>
ASSETS

Current Assets
  Cash                                                      $      68           $     688
                                                            ---------           ---------
      Total current assets                                         68                 688
                                                            ---------           ---------
Non-current
  Computer equipment, net of amortization                       5,917               5,497
  Website, net of amortization                                 12,250              17,500
                                                            ---------           ---------
      Total Non-current                                        18,167              22,997
                                                            ---------           ---------

      Total Assets                                          $  18,234           $  23,685
                                                            =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Accounts payable and accruals                             $  67,654           $   3,000
  Loans Payable                                               180,018                  --
  Loans Payable - Related Party                                50,169                  --
                                                            ---------           ---------
        Total Liabilities                                     297,841               3,000
                                                            ---------           ---------
Stockholders' Equity (Note 4, 5)
  Preferred Stock, authorized
   50,000,000 shares, par value $0.0001
  Common Stock, authorized
   2,500,000,000 shares, par value $0.0001

Issued and outstanding:
  50,265,000 common shares                                      5,026              22,557
  Additional paid-in capital                                   73,116              55,585
  Contributed capital                                           5,050                  --
  Deficit accumulated during the development stage           (362,799)            (57,457)
                                                            ---------           ---------
      Total Stockholders' Equity                             (279,607)             20,685
                                                            ---------           ---------

      Total Liabilities and Stockholders' Equity            $  18,234           $  23,685
                                                            =========           =========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>
                           Waste to Energy Group Inc.
                     (Formerly Your Digital Memories, Inc.)
                          (A Development Stage Company)

                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                      Period from
                                                                                                       Inception
                                  Three Months     Three Months     Nine Months      Nine Months    (June 27, 2006)
                                     Ended            Ended            Ended            Ended             to
                                  February 28,     February 29,     February 28,     February 29,     February 28,
                                     2009             2008             2009             2008             2009
                                  -----------      -----------      -----------      -----------      -----------
<S>                               <C>              <C>              <C>              <C>              <C>
REVENUE                           $        --      $       387      $       387      $       387      $     1,548

OPERATING EXPENSES
  General and Administrative            6,981            2,403           21,813            5,454           28,958
  Professional Fees                    10,081            1,400           29,328            7,980           64,885
  Consulting                           30,000            8,500           62,500            8,500           72,672
  Depreciation                          2,442            1,750            7,134            1,750           11,134
  Filing Fees                             275               80            4,952            1,140            7,319
  Impairment of Asset                      --               --          180,000               --          180,000
                                  -----------      -----------      -----------      -----------      -----------

      Total Expenses                   49,779           14,133          305,727           24,824          364,968
                                  -----------      -----------      -----------      -----------      -----------

Loss from operations              $   (49,779)     $   (13,746)     $  (305,340)     $   (24,437)     $  (363,420)
                                  ===========      ===========      ===========      ===========      ===========

Interest income                   $        --      $       152      $        --      $       558      $       621

Loss before income taxes              (49,779)         (13,594)        (305,340)         (23,879)        (362,799)

Provision for income taxes                 --               --               --               --               --
                                  -----------      -----------      -----------      -----------      -----------

Net loss                          $   (49,779)     $   (13,594)     $  (305,340)     $   (23,879)     $  (362,799)
                                  ===========      ===========      ===========      ===========      ===========

Basic and Diluted (Loss)
 per Share                              (0.00)           (0.00)           (0.01)           (0.00)           (0.01)

Weighted Average Number
 of Shares (Note 4)                50,265,000        7,035,574       50,265,000        7,035,574       50,265,000
                                  ===========      ===========      ===========      ===========      ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>
                           Waste to Energy Group Inc.
                     (Formerly Your Digital Memories, Inc.)
                          (A Development Stage Company)

                        Statement of Stockholders' Equity

<TABLE>
<CAPTION>
                                     Common Stock
                                ----------------------     Paid in   Subscriptions   Contributed    Accumulated       Total
                                Shares          Amount     Capital    Receivable       Capital        Deficit         Equity
                                ------          ------     -------    ----------       -------        -------         ------
<S>                              <C>          <C>         <C>             <C>           <C>            <C>          <C>
INCEPTION JUNE 27, 2006               --      $     --     $    --     $    --         $    --       $      --      $      --
Common Shares issued to
 director for cash
 June 27, 2006                 2,500,000           250        (150)                                                       100

Common Shares issued to
 director for cash
 September 12, 2006           62,500,000         6,250      (3,750)                                                     2,500

Common Shares issued to
 director for cash
 October 31, 2006            125,300,000        12,530      (7,518)                                                     5,012

Private placement closed
 April 30, 2007               35,265,000         3,527      67,003                                                     70,530

Net loss for the year                                                                                  (28,079)       (28,079)
                            ------------      --------     -------     -------         -------       ---------      ---------
BALANCE, MAY 31, 2007        225,565,000      $  2,557     $55,585     $    --         $    --       $ (28,079)     $  50,062

Net loss for the year                                                                                  (29,378)       (29,378)
                            ------------      --------     -------     -------         -------       ---------      ---------
BALANCE, MAY 31, 2008        225,565,000      $ 22,557     $55,585     $    --         $    --       $ (57,457)     $  20,684

Net loss for the period                                                                                (11,657)       (11,657)
                            ------------      --------     -------     -------         -------       ---------      ---------
BALANCE, AUGUST 31, 2008     225,565,000      $ 22,557     $55,585     $    --         $    --       $ (69,114)     $   9,027

Common Shares cancelled
 to directors
 September 2, 2008          (175,300,000)      (17,531)     17,531

Contributed Capital                                                                      5,050                          5,050

Net loss for the period                                                                               (243,905)      (243,905)
                            ------------      --------     -------     -------         -------       ---------      ---------
BALANCE, NOVEMBER 30, 2008    50,265,000      $  5,026     $73,116     $    --         $ 5,050       $(313,019)     $(229,828)

Net loss for the period                                                                                (49,780)       (49,779)
                            ------------      --------     -------     -------         -------       ---------      ---------
BALANCE, FEBRUARY 28, 2009    50,265,000      $  5,026     $73,116     $    --         $ 5,050       $(362,799)     $(279,607)
                            ============      ========     =======     =======         =======       =========      =========
</TABLE>

*    On September 4, 2008 the Company had a 25 new for 1 old forward stock split
     that has been retroactively applied to the above schedule.

    The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>
                           Waste to Energy Group Inc.
                          (Your Digital Memories, Inc.)
                          (A Development Stage Company)

                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                    Period from
                                                                                                     Inception
                                                            Nine Months         Nine Months       (June 27, 2006)
                                                               Ended               Ended                to
                                                            February 28,        February 29,        February 28,
                                                               2009                2008                2009
                                                             ---------           ---------           ---------
<S>                                                          <C>                 <C>                 <C>
Operating Activities
  Net income (loss)                                          $(305,340)          $ (23,879)          $(362,798)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Depreciation                                                4,830               1,750               8,830
     Changes in operating assets and liabilities:
     Accounts payable and accrued liabilities                   64,654                  --              67,654
                                                             ---------           ---------           ---------
Net Cash (Used) by Operating Activities                       (235,856)            (22,129)           (286,314)
                                                             ---------           ---------           ---------
Financing Activities
  Proceeds from sale of Common Stock                                --                  --              78,142
  Loans payable                                                180,018                  --             180,018
  Loans payable - related party                                 50,169                  --              50,169
  Additional paid in capital                                    (4,124)                 --              (4,124)
  Contributed capital                                            5,050                  --               5,050
  Proceeds from issuance of capital stock                        4,124                  --               4,124
                                                             ---------           ---------           ---------
Cash Provided by Financing Activities                          235,237                  --             313,379
                                                             ---------           ---------           ---------
Investing Activities
  Purchase of computer equipment and website                        --             (26,997)            (26,997)
                                                             ---------           ---------           ---------
     Cash used in investing activities                              --             (26,997)            (26,997)
                                                             ---------           ---------           ---------

(Decrease) Increase in Cash during the period                     (619)            (49,126)                 68
Cash, Beginning of Period                                          687              50,063                  --
                                                             ---------           ---------           ---------

Cash, End of Period                                          $      68           $     937           $      68
                                                             =========           =========           =========

Supplemental disclosure with respect to cash flows:          $      --           $      --           $      --
  Cash paid for income taxes                                 $      --           $      --           $      --
  Cash paid for interest
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       6
<PAGE>
                           Waste to Energy Group Inc.
                     (Formerly Your Digital Memories, Inc.)
                          (A Development Stage Company)

                    Notes to the Interim Financial Statements
                                February 28, 2009


NOTE 1 - GENERAL ORGANIZATION AND BUSINESS

Your Digital  Memories,  Inc. ("the  Company") was  incorporated in the state of
Nevada on June 27, 2006.

Waste to Energy Group Inc., a wholly-owned  subsidiary of Your Digital  Memories
Inc.,  was  incorporated  in the state of Nevada on August  13,  2008.  Waste to
Energy Group Inc. and Your Digital  Memories Inc.  entered into an Agreement and
Plan of Merger on August 14,  2008.  The board of  directors  of Waste to Energy
Group Inc. and Your Digital  Memories  Inc.  deemed it advisable and in the best
interest of their respective  companies and shareholders that Waste to Energy be
merged with and into Your Digital  Memories Inc. with Your Digital Memories Inc.
remaining as the surviving corporation under the name Waste to Energy Group Inc.

On August 27, 2008 Aaron Bard  resigned as President,  Secretary,  Treasurer and
Director of Waste to Energy Group Inc. and Maria C. Maz was appointed President,
Secretary,  Treasurer  and Director of Waste to Energy  Group Inc.  prior to Mr.
Bard's resignation.

The company has limited  operations and in accordance  with SFAS#7 is considered
to be in the development stage.

On September 4, 2008 the Company entered into a memorandum of understanding with
Waste  to  Energy  Group  LLC,  a  Nevada  limited  liability  company,  and the
shareholders  of  Waste  to  Energy  Group  LLC.  Pursuant  to the  terms of the
memorandum  of  understanding,  we  agreed  to  acquire  all of the  issued  and
outstanding  shares of Waste to Energy  Group LLC's common stock in exchange for
the  transfer  of  15,000,000  shares  of  the  Company's  common  stock  to the
shareholders of Waste to Energy Group LLC from a shareholder of the Company.  It
was  possible  for the  shareholders  of Waste to Energy  Group LLC,  by meeting
certain performance criteria listed in the memorandum of understanding,  to earn
a further 8,500,000 shares of the Company from treasury.

The Waste to Energy Group LLC is a leading source of waste-to-energy  conversion
technology. The Waste to Energy Group LLC acts as system integrators with unique
processes and technology  which convert a waste stream into a variety of revenue
producing products and renewable energy.  These technologies include biological,
chemical, thermal and mechanical.

They are capable of converting  post-recycled  residual  solid waste into useful
products and chemicals,  algae to biofuel, green fuels such as hydrogen, natural
gas, ethanol and biodiesel,  as well as, providing a source of clean,  renewable
energy.  The  technology  is modular and designed for  scalability  or to add to
existing  systems and  processes.  This creates  flexibility  in deployment  for
cities and municipalities with  environmentally  sound solutions.  The company's
unique  systems are an  alternative  to the current  landfill  and  incineration
practices  with a 90-99%  diversion  from  landfills and attain a 95-99% recycle
rate.  They are 100%  environmentally  safe with no secondary  pollutions,  well
below the KOTO,  IPPC and EPA  requirements,  providing an  excellent  source of
clean, renewable energy to meet the world's problems.

                                       7
<PAGE>
                           Waste to Energy Group Inc.
                     (Formerly Your Digital Memories, Inc.)
                          (A Development Stage Company)

                    Notes to the Interim Financial Statements
                                February 28, 2009


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING BASIS

These  financial  statements  are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.

CASH AND CASH EQUIVALENTS

For the purposes of the  statement of cash flows,  cash flows include all highly
liquid investments with a maturity of three months or less.

FINANCIAL INSTRUMENT

The Company's  financial  instruments consist of Promissory Notes for loans made
to  the  Company.

Some of the amounts  due to the note  holders  are non  interest-bearing.  It is
management's  opinion that the Company is not exposed to  significant  interest,
currency or credit risks arising from its other  financial  instruments and that
their fair values  approximate  their  carrying  values except where  separately
disclosed.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles of the United States 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 the reported  amounts of revenues and expenses  during the year.
The  more  significant  areas  requiring  the  use of  estimates  include  asset
impairment,  stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable  under the  circumstances.  However,  actual results may differ
from the estimates.

LOSS PER SHARE

Net income  (loss) per common share is computed  based on the  weighted  average
number of  common  shares  outstanding  and  common  stock  equivalents,  if not
anti-dilutive.  The  Company  has not issued  any  potentially  dilutive  common
shares.

Basic loss per share is calculated  using the weighted  average number of common
shares  outstanding  and the treasury stock method is used to calculate  diluted
earnings  per share.  For the years  presented,  this  calculation  proved to be
anti-dilutive.

DIVIDENDS

The  Company  has not  adopted any policy  regarding  payment of  dividends.  No
dividends have been paid during the period shown.

INCOME TAXES

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards NO. 109,  "Accounting for Income Taxes." SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.

                                       8
<PAGE>
                           Waste to Energy Group Inc.
                     (Formerly Your Digital Memories, Inc.)
                          (A Development Stage Company)

                    Notes to the Interim Financial Statements
                                February 28, 2009


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - CONT.

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not  that  some or all of the  deferred  tax  assets  will not be  realized.  No
provision for income taxes is included in the  statement  due to its  immaterial
amount, net of the allowance account,  based on the likelihood of the Company to
utilize the loss carry-forward.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                                         02/28/09       05/31/08
                                       Accumulated       Net Book       Net Book
                        Cost          Amortization        Value          Value
                        ----          ------------        -----          -----

Computer Equipment     $ 8,301          $ 2,384          $ 5,917        $ 5,497
Website                 21,000            8,750           12,250         17,500
                       -------          -------          -------        -------
TOTAL                  $29,301          $11,134          $18,167        $22,997
                       =======          =======          =======        =======

Amortization  is taken over 3 years on a straight  line  basis.  The  Company is
considering selling these assets.

NOTE 4 - STOCKHOLDERS' EQUITY

Common Shares - Authorized

The company has 2,500,000,000 common shares authorized at a par value of $0.0001
per share and 50,000,000 shares of preferred stock, par value $0.0001 per share.
All common stock shares have equal voting rights,  are  non-assessable  and have
one vote per share. Voting rights are not cumulative and, therefore, the holders
of more than 50% of the common stock  could,  if they choose to do so, elect all
the directors of the Company.

Common Shares - Issued and Outstanding

On June 27, 2006 (inception),  the Company issued 2,500,000 shares of its common
stock to a director for cash consideration of $100.

On September 13, 2006, the Company issued  62,500,000 shares of its common stock
to a director for cash consideration of $2,500.

On October 31, 2006, the Company issued  125,300,000  shares of its common stock
to a director for cash consideration of $5,012.

                                       9
<PAGE>
                           Waste to Energy Group Inc.
                     (Formerly Your Digital Memories, Inc.)
                          (A Development Stage Company)

                    Notes to the Interim Financial Statements
                                February 28, 2009


NOTE 4 - STOCKHOLDERS' EQUITY - CONT.

On April 30, 2007,  the Company  completed a private  placement  for  35,265,000
common shares at $0.002 per share for total consideration of $70,530.

As of May 31,  2008,  the  Company  had  225,565,000  common  shares  issued and
outstanding.

During the nine  months  ending  February  28,  2009,  175,300,000  shares  were
voluntarily  cancelled.  Subsequent to the  cancellation  there were 225,565,000
common  shares of the Company  issued and  outstanding.  Subsequent to the share
cancellation  the Company  authorized to effect a forward split of the Company's
stock on a 25 new for 1 old  basis,  such  that  its  authorized  capital  shall
increase from 100,000,000  shares of common stock with a par value of $0.0001 to
2,500,000,000  shares  of  common  stock  with  a  par  value  of  $0.0001  and,
correspondingly,  its  issued  and  outstanding  shares  of common  stock  shall
decrease from 225,565,000  shares of common stock to 50,265,000 shares of common
stock. The effective date for the forward stock split was September 3, 2008. The
forward split will result in a mandatory exchange of share certificates.

NOTE 5 - RELATED PARTY TRANSACTIONS

On June 27, 2006  (inception) the Company issued  2,500,000 shares of its common
stock to a director for cash.

On September 13, 2006, the Company issued  62,500,000 shares of its common stock
to its director for cash.

On October 31, 2006, the Company issued  125,300,000  shares of its common stock
to a director for cash.

During the nine months ending  February 28, 2009 the accounts  payable  included
expenses  of  $2,729  and  Consulting  Fees of  $15,000  for a total of  $17,729
incurred on behalf of the Company due to the President of the Company  through a
company  controlled by the  President.  These amounts  remain  outstanding as of
February 28, 2009.

During the nine months  ending  February  28, 2009 the  Company  entered  into a
consulting  agreement  commencing September 2, 2008 with a company controlled by
the  President.  The terms of the  consulting  agreement  are  $5,000  per month
payable  in  consulting  fees  and  reimbursement  to  the  consultant  for  all
reasonable business expenses incurred by it in the performance of its duties.

During the nine months  ending  February 28,  2009,  Prosper  Financial  Inc., a
company  controlled by the  President of Waste to Energy Group Inc.  advanced to
the company  $2,500 by way of a direct  payment to one of the Company's  current
accounts  payable.  A Promissory  Note was issued in the amount of $2,500 by the
Company to Prosper  Financial  Inc. This was an interest  free loan.  During the
nine months ending  February 28, 2009 the Promissory  Note of $2,500 was paid by
an  unrelated  party  directly to Prosper  Financial  Inc. on behalf of Waste to
Energy Group Inc.

On  September  22, 2008 Prosper  Financial  Inc.,  a company  controlled  by the
President  of Waste to Energy  Group Inc.,  advanced  Waste to Energy  Group LLC
$50,000  as part  of the  payments  due to  Waste  to  Energy  Group  LLC in the
Memorandum of Understanding  between the two companies.  Prosper  Financial Inc.
was  issued a  Promissory  Note in the  amount of  $50.000  from the  Company on
September  22, 2008 paying 8% interest per annum.  During the nine months ending
February 28, 2009 $1,617 was paid to Prosper Financial,  a company controlled by
the  President of Waste to Energy Group Inc. by an unrelated  party  directly to
Prosper Financial Inc. on behalf of Waste to Energy Group Inc.

                                       10
<PAGE>
                           Waste to Energy Group Inc.
                     (Formerly Your Digital Memories, Inc.)
                          (A Development Stage Company)

                    Notes to the Interim Financial Statements
                                February 28, 2009


NOTE 6 - LOANS PAYABLE

As of February 28, 2009, the loans payable balance comprised of:

a)   $44,975  total loans on an  interest  free basis  payable on demand.  These
     loans  were  provided  to the  Company  by  unrelated  parties  and bear no
     interest.

b)   $130,000  was advanced to Waste to Energy Group LLC as part of the payments
     due to Waste to Energy Group LLC in the Memorandum of Understanding between
     the two  companies.  Three  Promissory  Notes in the  amounts  of  $50,000,
     $70,000 and $10,000  were  issued  from the  Company on  September  4, 2008
     paying 8%  interest  per  annum.  The total  interest  accrued on the three
     Promissory Notes issued by the Company was $5,043.

NOTE 7 - LOANS PAYABLE - RELATED PARTY TRANSACTIONS

$50,000 was advanced to Waste to Energy Group LLC as part of the payments due to
Waste to Energy Group LLC in the  Memorandum  of  Understanding  between the two
companies by Prosper  Financial  Inc. a company  controlled  by the President of
Waste to Energy  Group Inc. A  Promissory  Notes in the amounts of $50,000,  was
issued from the  Company on  September  22,  2008 paying 8% interest  per annum.
During the nine months ending  February 28, 2009 the total  interest  accrued on
this Promissory  Notes issued by the Company was $1,687.  During the nine months
ending  February  28,  2009  $1,617  was paid to  Prosper  Financial,  a company
controlled by the President of Waste to Energy Group Inc. by an unrelated  party
directly to Prosper Financial Inc. on behalf of Waste to Energy Group Inc.

NOTE 8 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company has net losses for the
period of  inception to February 28, 2009 of  $362,799.  This  condition  raises
substantial  doubt about the Company's  ability to continue as a going  concern.
The  Company's  continuation  as a going  concern is dependent on its ability to
meet its  obligations,  to obtain  additional  financing  as may be  required an
ultimately to attain profitability.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

NOTE 9 - INCOME TAXES

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards No. 109, ACCOUNTING FOR INCOME TAXES. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial statement and tax bases of assets and liabilities and the tax rates in
effect currently.

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the  deferred  tax assets will not be  realized.  In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred  tax asset is  $7,981,578  which is  calculated  by  multiplying  a 22%
estimated tax rate by the cumulative NOL of $362,799

                                       11
<PAGE>
                           Waste to Energy Group Inc.
                     (Formerly Your Digital Memories, Inc.)
                          (A Development Stage Company)

                    Notes to the Interim Financial Statements
                                February 28, 2009


NOTE 10 - RECENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and  interpretation
of FASB  Statement  No. 60".  SFAS No. 163 clarifies how Statement 60 applies to
financial   guarantee  insurance   contracts,   including  the  recognition  and
measurement  of premium  revenue and claims  liabilities.  This  statement  also
requires expanded  disclosures about financial  guarantee  insurance  contracts.
SFAS No. 163 is effective  for fiscal years  beginning on or after  December 15,
2008, and interim periods within those years.  SFAS No. 163 has no effect on the
Company's  financial position,  statements of operations,  or cash flows at this
time.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting  Principles".  SFAS No. 162
sets  forth  the  level of  authority  to a given  accounting  pronouncement  or
document by  category.  Where there might be  conflicting  guidance  between two
categories,  the more  authoritative  category will  prevail.  SFAS No. 162 will
become  effective 60 days after the SEC approves  the PCAOB's  amendments  to AU
Section 411 of the AICPA Professional  Standards.  SFAS No. 162 has no effect on
the Company's  financial  position,  statements of operations,  or cash flows at
this time.

In March 2008, the Financial  Accounting  Standards Board, or FASB,  issued SFAS
No. 161,  Disclosures  about Derivative  Instruments and Hedging  Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced   disclosures   about  (a)  how  and  why  an  entity  uses  derivative
instruments,  (b) how  derivative  instruments  and  related  hedged  items  are
accounted for under Statement 133 and its related  interpretations,  and (c) how
derivative  instruments  and related  hedged items affect an entity's  financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early  application  encouraged.  The Company has not yet
adopted  the  provisions  of SFAS No.  161,  but does  not  expect  it to have a
material impact on its consolidated financial position, results of operations or
cash flows.

In  December  2007,  the SEC  issued  Staff  Accounting  Bulletin  (SAB) No. 110
regarding  the use of a  "simplified"  method,  as discussed in SAB No. 107 (SAB
107),  in  developing  an  estimate of expected  term of "plain  vanilla"  share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff  indicated in SAB 107 that it will accept a company's  election to use
the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more detailed  external  information  about
employee exercise behavior (e.g.,  employee exercise patterns by industry and/or
other categories of companies)  would,  over time,  become readily  available to
companies.  Therefore,  the staff  stated in SAB 107 that it would not  expect a
company to use the simplified  method for share option grants after December 31,
2007.  The staff  understands  that such  detailed  information  about  employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain  circumstances,  the use of the
simplified  method  beyond  December 31, 2007.  The Company  currently  uses the
simplified  method for "plain  vanilla"  share  options and  warrants,  and will
assess the impact of SAB 110 for fiscal year 2009.  It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements--an  amendment of ARB No. 51. This statement
amends  ARB  51  to  establish   accounting  and  reporting  standards  for  the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.

                                       12
<PAGE>
                           Waste to Energy Group Inc.
                     (Formerly Your Digital Memories, Inc.)
                          (A Development Stage Company)

                    Notes to the Interim Financial Statements
                                February 28, 2009


NOTE 10 - RECENT ACCOUNTING PRONOUNCEMENTS - CONT.

It clarifies  that a  noncontrolling  interest in a  subsidiary  is an ownership
interest  in the  consolidated  entity  that should be reported as equity in the
consolidated financial statements.

Before  this  statement  was issued,  limited  guidance  existed  for  reporting
noncontrolling  interests.  As a  result,  considerable  diversity  in  practice
existed.   So-called  minority  interests  were  reported  in  the  consolidated
statement of  financial  position as  liabilities  or in the  mezzanine  section
between  liabilities  and  equity.  This  statement  improves  comparability  by
eliminating  that diversity.  This statement is effective for fiscal years,  and
interim  periods  within those fiscal years,  beginning on or after December 15,
2008 (that is, January 1, 2009, for entities with calendar  year-ends).  Earlier
adoption is prohibited. The effective date of this statement is the same as that
of the  related  Statement  141  (revised  2007).  The  Company  will adopt this
Statement  beginning  March 1, 2009.  It is not believed  that this will have an
impact on the Company's consolidated  financial position,  results of operations
or cash flows.

In  December  2007,  the FASB,  issued  FAS No.  141  (revised  2007),  Business
Combinations.   This  Statement   replaces  FASB  Statement  No.  141,  Business
Combinations,  but retains the  fundamental  requirements in Statement 141. This
Statement  establishes  principles and  requirements  for how the acquirer:  (a)
recognizes  and measures in its financial  statements  the  identifiable  assets
acquired,  the  liabilities  assumed,  and any  noncontrolling  interest  in the
acquiree;  (b)  recognizes  and measures  the goodwill  acquired in the business
combination  or a  gain  from  a  bargain  purchase;  and  (c)  determines  what
information to disclose to enable users of the financial  statements to evaluate
the nature and financial effects of the business combination.

This statement  applies  prospectively  to business  combinations  for which the
acquisition  date is on or after the  beginning  of the first  annual  reporting
period  beginning  on or after  December  15,  2008.  An entity may not apply it
before that date.  The effective  date of this  statement is the same as that of
the related FASB  Statement No. 160,  Noncontrolling  Interests in  Consolidated
Financial  Statements.  The Company will adopt this statement beginning March 1,
2009.  It is not  believed  that  this  will  have an  impact  on the  Company's
consolidated financial position, results of operations or cash flows.

In February  2007,  the FASB,  issued SFAS No.  159,  The Fair Value  Option for
Financial Assets and  Liabilities--Including  an Amendment of FASB Statement No.
115.  This  standard  permits  an entity to choose  to  measure  many  financial
instruments  and certain other items at fair value.  This option is available to
all  entities.  Most of the  provisions  in FAS 159 are  elective;  however,  an
amendment  to FAS 115  Accounting  for  Certain  Investments  in Debt and Equity
Securities   applies  to  all  entities  with  available  for  sale  or  trading
securities.  Some requirements  apply differently to entities that do not report
net income.  SFAS No. 159 is effective as of the beginning of an entity's  first
fiscal year that begins after November 15, 2007.  Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that  fiscal  year and also  elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the  adoption  of this  pronouncement  will have on its  consolidated  financial
statements.

In September  2006, the FASB issued SFAS No. 157, Fair Value  Measurements  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value  measurements.  This statement  applies under other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement will change current practice.

                                       13
<PAGE>
                           Waste to Energy Group Inc.
                     (Formerly Your Digital Memories, Inc.)
                          (A Development Stage Company)

                    Notes to the Interim Financial Statements
                                February 28, 2009


NOTE 10 - RECENT ACCOUNTING PRONOUNCEMENTS - CONT.

This  statement is effective  for financial  statements  issued for fiscal years
beginning  after  November 15,  2007,  and interim  periods  within those fiscal
years. Earlier application is encouraged, provided that the reporting entity has
not yet issued financial  statements for that fiscal year,  including  financial
statements for an interim period within that fiscal year. The Company will adopt
this  statement  March 1, 2008,  and it is not  believed  that this will have an
impact on the Company's consolidated  financial position,  results of operations
or cash flows.

NOTE 11 - SUBSEQUENT EVENTS

The Company is continuing  negotiations to secure the licensing  rights to a set
of renewable energy technologies.

                                       14
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                           FORWARD-LOOKING STATEMENTS

This quarterly  report contains  forward-looking  statements.  These  statements
relate to future events or our future financial performance.  In some cases, you
can identify forward-looking  statements by terminology such as "may", "should",
"expects",  "plans",   "anticipates",   "believes",   "estimates",   "predicts",
"potential"  or  "continue"  or the negative of these terms or other  comparable
terminology. These statements are only predictions and involve known and unknown
risks,  uncertainties  and other  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 these forward-looking statements.  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.  Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and
are prepared in accordance  with United  States  Generally  Accepted  Accounting
Principles.  The following  discussion  should be read in  conjunction  with our
financial  statements  and the  related  notes  that  appear  elsewhere  in this
quarterly report. The following discussion contains  forward-looking  statements
that reflect our plans,  estimates and beliefs.  Our actual results could differ
materially from those discussed in the forward looking statements.  Factors that
could cause or contribute to such differences  include,  but are not limited to,
those discussed below and elsewhere in this quarterly report.

In this quarterly  report,  unless otherwise  specified,  all dollar amounts are
expressed in United  States  dollars.  All  references  to "US$" refer to United
States dollars and all references to "common  shares" refer to the common shares
in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", "our company" and
"Waste to Energy" mean Waste to Energy Group Inc., unless otherwise indicated.

GENERAL OVERVIEW

We were  incorporated  on June 27,  2006  under  the laws of the state of Nevada
under the name "Your Digital Memories Inc.".

The address of our principal  executive  office is 4801 Alhambra  Circle,  Coral
Gables, Florida, 33146. Our telephone number is (305) 529-4888.

Our common stock is quoted on the OTC Bulletin Board under the symbol "WTEG".

CURRENT OPERATIONS

On August 27, 2008, Aaron Bard resigned as President,  Secretary,  Treasurer and
Director  of our company and Maria C. Maz was  appointed  President,  Secretary,
Treasurer and Director of our company prior to Mr. Bard's resignation.

Effective  September  3,  2008,  we have  changed  our name from  "Your  Digital
Memories  Inc." to  "Waste  to Energy  Group  Inc." by way of a merger  with our
wholly owned  subsidiary Waste to Energy Group Inc., which was formed solely for
the change of name.

In addition,  effective  September 3, 2008, we effected a 25 for 1 forward stock
split of our authorized  issued and outstanding  common stock. As a result,  our
authorized  capital increased from 100,000,000 shares of common stock with a par
value of $0.0001  to  2,500,000,000  shares of common  stock with a par value of
$0.0001.  Our  preferred  stock has not increased and shall remain at 50,000,000
shares of preferred stock with a par value of $0.0001.

                                       15
<PAGE>
We had 9,022,600  common shares issued and outstanding of which 7,012,000 common
shares were  cancelled and after the 25 for 1 forward stock split the issued and
outstanding  common shares  increased from  2,010,600  shares of common stock to
50,265,000 shares of common stock.

On September 4, 2008 we entered into a memorandum of understanding with Waste to
Energy Group LLC, a Nevada limited  liability  company,  and the shareholders of
Waste  to  Energy  Group  LLC.  Pursuant  to  the  terms  of the  memorandum  of
understanding,  we have  agreed to acquire  all of the  issued  and  outstanding
shares of Waste to Energy  Group LLC's common stock in exchange for the transfer
of 15,000,000  shares of our company's common stock to the shareholders of Waste
to Energy Group LLC from a shareholder of our company. The shareholders of Waste
to Energy Group LLC may also earn a further 8,500,000 shares of our company from
treasury  by  meeting  certain  performance  criteria  that  are  listed  in the
memorandum of understanding.

BUSINESS OF WASTE TO ENERGY GROUP LLC

Waste to Energy Group,  LLC is a leading  source of  waste-to-energy  conversion
technology.  The company acts as system  integrators  with unique  processes and
technology  which  convert a waste  stream  into a variety of revenue  producing
products and renewable energy. These technologies include biological,  chemical,
thermal and mechanical.  They are capable of converting  post-recycled  residual
solid waste into useful  products and chemicals,  algae to biofuel,  green fuels
such as hydrogen,  natural gas,  ethanol and biodiesel,  as well as, providing a
source of clean, renewable energy.

The  technology  is modular and designed for  scalability  or to add to existing
systems and  processes.  This creates  flexibility  in deployment for cities and
municipalities  with  environmentally  sound  solutions.  The  company's  unique
systems are an alternative to the current  landfill and  incineration  practices
with a 90-99%  diversion from  landfills and attain a 95-99% recycle rate.  They
are 100% environmentally safe with no secondary pollutions, well below the KOTO,
IPPC and EPA  requirements,  providing an excellent  source of clean,  renewable
energy to meet the world's problems.

Between  September 4, 2008 and November 28, 2008, we conducted  supplemental due
diligence and reviewed  additional  documentation with regard to Waste to Energy
Group LLC, including without limitation,

     *    certain publicly available financial and other information,  including
          equity  research,  and certain other relevant  financial and operating
          data  furnished  to the  Company's  by Waste  to  Energy  Group  LLC's
          management;

     *    certain internal  financial  analyses,  reports and other  information
          concerning Waste to Energy Group LLC;

     *    certain  financial  terms of the merger as compared  to the  financial
          terms of certain  selected  business  combinations we deemed relevant;
          and

     *    such other information, financial studies, analyses and investigations
          and such other factors that we deemed relevant.

From this due  diligence our company  determined  that it would not complete the
financing of this project with Waste to Energy Group LLC.

RESULTS OF OPERATIONS

From the date of our  incorporation  on June 27, 2006 to February 28,  2009,  we
have been a start up company that has not generated substantial revenues.

                                       16
<PAGE>
THREE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008

The following summary of our results of operations should be read in conjunction
with our financial  statements for the quarter ended February 28, 2009 which are
included herein.

Our  operating  results for the three  months ended  February 28, 2009,  for the
three months ended  February 29, 2008 and the changes  between those periods for
the respective items are summarized as follows:

<TABLE>
<CAPTION>
                                                                                  Change Between
                                                                             Three Month Period Ended
                               Three Months Ended      Three Months Ended      February 28, 2009 and
                                  February 28,            February 29,             February 29,
                                     2009                    2008                     2008
                                   --------                --------                 --------
<S>                                <C>                     <C>                      <C>
Revenue                            $    Nil                $    387                 $   (387)
Interest Income                         Nil                     152                     (152)
General and Administrative            6,981                   2,403                    4,578
Professional Fees                    10,081                   1,400                    8,681
Consulting                           30,000                   8,500                   21,500
Depreciation                          2,442                   1,750                      692
Filing Fees                             275                      80                      195
Impairment of Assets                    Nil                     Nil                      Nil
Net Loss                            (49,779)                (13,593)                  36,186
</TABLE>

Our financial statements report a net loss of $49,779 for the three month period
ended  February  28, 2009  compared to a net loss of $13,594 for the three month
period ended February 29, 2008. Our losses have increased  primarily as a result
of an increase in all of our operating expenses.

NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008

Our operating  results for the nine months ended February 28, 2009, for the nine
months ended  February 29, 2008 and the changes  between  those  periods for the
respective items are summarized as follows:

<TABLE>
<CAPTION>
                                                                                 Change Between
                                                                             Nine Month Period Ended
                               Nine Months Ended       Nine Months Ended      February 28, 2009 and
                                  February 28,            February 29,             February 29,
                                     2009                    2008                     2008
                                   --------                --------                 --------
<S>                                <C>                     <C>                      <C>
Revenue                            $     387               $     387                $    Nil
Interest Income                          Nil                     558                   (558)
General and Administrative            21,813                   5,454                  16,359
Professional Fees                     29,328                   7,980                  21,348
Consulting                            62,500                   8,500                  54,000
Depreciation                           7,134                   1,750                   5,384
Filing Fees                            4,952                   1,140                   3,812
Impairment of Assets                 180,000                     Nil                 180,000
Net Loss                            (305,340)                (24,437)                280,903
</TABLE>

                                       17
<PAGE>
Our financial statements report a net loss of $305,340 for the nine month period
ended  February  28,  2009  compared to a net loss of $23,879 for the nine month
period ended February 29, 2008. Our losses have increased  primarily as a result
of an  increase  in  all  of our  operating  expenses  and  the  addition  of an
impairment of assets.

As at February 28,  2009,  we had $67,654 in current  liabilities.  Our net cash
used in operating  activities  for the nine months  ended  February 28, 2009 was
$235,856  compared to $22,129 used in the nine months  ended  February 29, 2008.
Our accumulated losses increased to $362,799 as of February 28, 2009.

EQUITY COMPENSATION

We  currently  do not have any  stock  option or  equity  compensation  plans or
arrangements.

LIQUIDITY AND FINANCIAL CONDITION

WORKING CAPITAL

                                                     At                 At
                                                 February 28,         May 31,
                                                    2009               2008
                                                  ---------          ---------

Current assets                                    $      68          $     688
Current liabilities                                  67,654              3,000
                                                  ---------          ---------
Working capital                                   $ (67,586)         $  (2,312)
                                                  =========          =========

CASH FLOWS

                                                        Nine months Ended
                                                 February 28,       February 29,
                                                    2009               2008
                                                  ---------          ---------

Net cash (used) in operating activities           $(235,856)         $ (22,129)
Net cash provided by financing activities           235,237                Nil
Net cash used in investing activities                   Nil             26,997
                                                  ---------          ---------
Net increase (decrease) in cash during period     $    (619)         $ (49,126)
                                                  =========          =========

As of February 28, 2009, our company had working capital deficiency of $67,586.

We have  historically  incurred  losses,  and  through  February  28,  2009 have
incurred  losses of $362,799  from our  inception.  Because of these  historical
losses,  we will  require  additional  working  capital to develop our  business
operations.  We intend  to raise  additional  working  capital  through  private
placements,  public  offerings,  bank  financing  and/or  advances  from related
parties or shareholder loans.

The continuation of our business is dependant upon obtaining  further  financing
and achieving a break even or profitable  level of  operations.  The issuance of
additional  equity  securities by us could result in a  significant  dilution in
equity interests of our current and future  stockholders.  Obtaining  commercial
loans,  assuming those loans would be available,  will increase our  liabilities
and future cash commitments.

There are no  assurances  that we will be able to either (1)  achieve a level of
revenue adequate to generate sufficient cash flow from operations; or (2) obtain
additional financing through either private placements,  public offerings and/or
bank financing  necessary to support our working  capital  requirements.  To the
extent that funds generated from operations and any private  placements,  public
offerings  and/or  bank  financing  are  insufficient,  we will  have  to  raise
additional working capital. No assurance can be given that additional  financing
will be  available,  or if  available,  will be on terms  acceptable  to us.  If
adequate working capital is not available we may not increase our operations.

These  conditions  raise  substantial  doubt  about our ability to continue as a
going concern.  The financial statements do not include any adjustments relating
to the  recoverability  and  classification  of assets  carrying  amounts or the
amount and  classification  of liabilities  that might be necessary should we be
unable to continue as a going concern.

                                       18
<PAGE>
FUTURE FINANCINGS

We will require  additional  financing in order to enable us to proceed with our
plan of operations and to pay for our ongoing operating expenses. These expenses
include audit, legal and office expenses.  These cash requirements are in excess
of our current cash and working capital resources.  Accordingly, we will require
additional   financing  in  order  to  continue  operations  and  to  repay  our
liabilities.  There is no assurance that any party will advance additional funds
to us in order to enable us to sustain  our plan of  operations  or to repay our
liabilities.

We anticipate continuing to rely on equity sales of our common stock in order to
continue to fund our business  operations.  Issuances of additional  shares will
result in dilution to our existing  stockholders.  There is no assurance that we
will achieve any additional  sales of our equity  securities or arrange for debt
or other financing to fund our planned business activities.

We presently  do not have any  arrangements  for  additional  financing  for the
expansion of our  exploration  operations,  and no potential  lines of credit or
sources of financing are currently  available for the purpose of proceeding with
our plan of operations.

CONTRACTUAL OBLIGATIONS

As a  "smaller  reporting  company",  we are not  required  to  provide  tabular
disclosure obligations.

GOING CONCERN

We have suffered  recurring  losses from  operations.  The  continuation  of our
company  as a  going  concern  is  dependent  upon  our  company  attaining  and
maintaining  profitable operations and raising additional capital. The financial
statements  do  not  include  any  adjustment   relating  to  the  recovery  and
classification  of recorded  asset amounts or the amount and  classification  of
liabilities that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to meet our current operating expenses and
the  capital  expenses  noted  above,  in their  report on the annual  financial
statements for the year ended May 31, 2008, our independent auditors included an
explanatory  paragraph  regarding  the  substantial  doubt  about our ability to
continue as a going concern.  Our financial  statements  contain additional note
disclosures  describing the  circumstances  that lead to this  disclosure by our
independent auditors.

The  continuation  of our  business  is  dependent  upon us  raising  additional
financial  support.  The issuance of  additional  equity  securities by us could
result  in a  significant  dilution  in the  equity  interests  of  our  current
stockholders.   Obtaining  commercial  loans,  assuming  those  loans  would  be
available, will increase our liabilities and future cash commitments.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet  arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition,  revenues or  expenses,  results of  operations,  liquidity,  capital
expenditures or capital resources that is material to stockholders.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial  statements and accompanying notes are prepared in accordance with
generally accepted  accounting  principles used in the United States.  Preparing
financial  statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management's application of accounting
policies.  We believe that  understanding  the basis and nature of the estimates
and  assumptions  involved  with  the  following  aspects  of  our  consolidated
financial statements is critical to an understanding of our financials.

                                       19
<PAGE>
ITEM 3. QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS

As a "smaller reporting company", we are not required to provide the information
required by this Item.

ITEM 4T. CONTROLS AND PROCEDURES

We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be disclosed in our reports filed under the  SECURITIES
EXCHANGE  ACT OF 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's  rules and forms,  and that such  information  is  accumulated  and
communicated to our management, including our president (our principal executive
officer and our principal financial officer and principal accounting officer) to
allow for timely  decisions  regarding  required  disclosure.  In designing  and
evaluating our disclosure  controls and  procedures,  our management  recognizes
that any controls and procedures,  no matter how well designed and operated, can
provide only reasonable  assurance of achieving the desired control  objectives,
and our  management  is  required  to  apply  its  judgment  in  evaluating  the
cost-benefit relationship of possible controls and procedures.

Under the supervision and with the  participation  of our management,  including
our president  (our  principal  executive  officer and our  principal  financial
officer and principal  accounting  officer),  we have conducted an evaluation of
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and
Exchange Act of 1934, as of the end of the period covered by this report.  Based
on this  evaluation,  our president  (our  principal  executive  officer and our
principal  financial officer and principal  accounting  officer) concluded as of
the evaluation  date that our disclosure  controls and procedures were effective
such that the material information required to be included in our Securities and
Exchange  Commission  reports is recorded,  processed,  summarized  and reported
within  the time  periods  specified  in SEC  rules and  forms  relating  to our
company, particularly during the period when this report was being prepared.

Additionally, there were no changes in our internal controls or in other factors
that could  significantly  affect these  controls  subsequent to the  evaluation
date. We have not identified any significant deficiencies or material weaknesses
in our internal controls, and therefore there were no corrective actions taken.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no  material,  existing  or pending  legal  proceedings  against  our
company,  nor are we involved  as a  plaintiff  in any  material  proceeding  or
pending  litigation.  There are no  proceedings  in which any of our  directors,
officers or  affiliates,  or any  registered  or beneficial  shareholder,  is an
adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

Much of the information  included in this quarterly  report includes or is based
upon estimates,  projections or other "forward looking statements". Such forward
looking  statements  include any  projections  or  estimates  made by us and our
management   in   connection   with  our   business   operations.   While  these
forward-looking  statements,  and any assumptions upon which they are based, are
made in good faith and reflect our current  judgment  regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such  estimates,  projections  or other  "forward  looking  statements"  involve
various risks and  uncertainties  as outlined  below. We caution the reader that
important  factors  in some  cases  have  affected  and,  in the  future,  could
materially  affect actual results and cause actual results to differ  materially
from the results expressed in any such estimates,  projections or other "forward
looking statements".

Our common shares are considered  speculative  during the development of our new
business  operations.  Prospective  investors should consider carefully the risk
factors set out below.

                                       20
<PAGE>
RISKS RELATED TO OUR BUSINESS

BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN  OPINION,  THERE IS SUBSTANTIAL
UNCERTAINTY  WE WILL  CONTINUE  ACTIVITIES  IN WHICH  CASE YOU  COULD  LOSE YOUR
INVESTMENT.

Our  auditors  have  issued a going  concern  opinion.  This means that there is
substantial  doubt  that we can  continue  as an ongoing  business  for the next
twelve months.  As such we may have to cease  activities and you could lose your
investment.

WE HAVE HAD LIMITED CASH FLOWS FROM OPERATIONS SINCE INCEPTION.  WE WILL REQUIRE
SIGNIFICANT  ADDITIONAL FINANCING,  THE AVAILABILITY OF WHICH CANNOT BE ASSURED,
AND IF OUR COMPANY IS UNABLE TO OBTAIN SUCH FINANCING, OUR BUSINESS MAY FAIL.

To date,  we have had limited cash flows from  operations  and have  depended on
sales of our equity securities and debt financing to meet our cash requirements.
Our ability to develop and, if warranted,  commercialize our technologies,  will
be dependent upon our ability to raise significant  additional financing.  If we
are unable to obtain such  financing,  we will not be able to fully  develop our
business. Specifically, we will need to raise additional funds to:

     *    support our planned growth and carry out our business plan;

     *    continue scientific progress in our research and development programs;

     *    address  costs  and  timing of  conducting  clinical  trials  and seek
          regulatory approvals and patent prosecutions;

     *    address competing technological and market developments; and

     *    establish additional collaborative relationships.

We may not be able to obtain  additional  equity or debt financing on acceptable
terms as required.  Even if financing is  available,  it may not be available on
terms  that  are  favourable  to us or in  sufficient  amounts  to  satisfy  our
requirements.  If we require, but are unable to obtain,  additional financing in
the  future,  we may be unable to  implement  our  business  plan and our growth
strategies,  respond to  changing  business or  economic  conditions,  withstand
adverse operating results and compete effectively.  More importantly,  if we are
unable to raise further financing when required,  we may be forced to scale down
our operations and our ability to generate revenues may be negatively affected.

WE  HAVE A  HISTORY  OF  LOSSES  AND  NOMINAL  OPERATING  RESULTS,  WHICH  RAISE
SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Since  inception  through  February  28,  2009,  we have  incurred a net loss of
$362,799.  We can offer no assurance that we will operate  profitably or that we
will  generate  positive  cash flow in the future.  In addition,  our  operating
results in the future may be  subject to  significant  fluctuations  due to many
factors not within our  control,  such as the level of  competition  and general
economic conditions.

Our  company's  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.  No assurance can be given that we
may be able to operate on a profitable basis.

Due to the nature of our  business and the early stage of our  development,  our
securities must be considered highly speculative.  We have not realized a profit
from our operations to date and there is little  likelihood that we will realize
any profits in the short or medium term.  Any  profitability  in the future from
our  business  will  be  dependent  upon  the  successful  commercialization  or
licensing of our core technology, which itself is subject to numerous risks.

                                       21
<PAGE>
We  expect  to  continue  to  incur   development  costs  and  operating  costs.
Consequently,  we expect to incur operating losses and negative cash flows until
our  technology  gains market  acceptance  sufficient  to generate a sustainable
level of income from the commercialization or licensing of our technology.

OUR INABILITY TO COMPLETE OUR PRODUCT  DEVELOPMENT  ACTIVITIES  SUCCESSFULLY MAY
SEVERELY LIMIT OUR ABILITY TO OPERATE AND FINANCE OPERATIONS.

Commercialization  of our core  technology will require  significant  additional
research and development as well as substantial clinical trials. We believe that
the United States will be the principal  market for our technology,  as will any
country in the world where the need for  waste-to-energy  conversion  technology
exists.  We may not be able to  successfully  complete  development  of our core
technology, or successfully market our technology.  We, and any of our potential
collaborators,  may  encounter  problems  and delays  relating to  research  and
development,  regulatory  approval  and  intellectual  property  rights  of  our
technology.  Our research and  development  programs may not be successful.  Our
core technology may not prove to be safe and efficacious in clinical trials, and
we may not obtain the intended  regulatory  approvals  for our core  technology.
Whether or not any of these events occur, we may not have adequate  resources to
continue  operations  for the  period  required  to resolve  the issue  delaying
commercialization  and we may  not be able  to  raise  capital  to  finance  our
continued operation during the period required for resolution of that issue.

WE MAY LOSE OUR  COMPETITIVENESS  IF WE ARE NOT ABLE TO PROTECT OUR  PROPRIETARY
TECHNOLOGY  AND  INTELLECTUAL  PROPERTY  RIGHTS  AGAINST  INFRINGEMENT,  AND ANY
RELATED LITIGATION MAY BE TIME-CONSUMING AND COSTLY.

Our  success  and  ability to compete  depends  to a  significant  degree on our
proprietary technology.  If any of our competitors copy or otherwise gain access
to our proprietary technology or develop similar technologies independently,  we
may not be able to compete as effectively.  The measures we have  implemented to
protect our proprietary  technology and other  intellectual  property rights are
currently based upon a combination of patents and trade secrets.  This, however,
may  not be  adequate  to  prevent  the  unauthorized  use  of  our  proprietary
technology and our other  intellectual  property  rights.  Further,  the laws of
foreign  countries  may  provide  inadequate  protection  of  such  intellectual
property  rights.  We may need to bring legal  claims to enforce or protect such
intellectual   property   rights.   Any   litigation,   whether   successful  or
unsuccessful,  may result in substantial  costs and a diversion of our company's
resources. In addition, notwithstanding our rights to our intellectual property,
other  persons may bring claims  against us alleging  that we have  infringed on
their  intellectual  property  rights or claims that our  intellectual  property
rights are not valid.  Any claims  against us, with or without  merit,  could be
time  consuming  and  costly to defend or  litigate,  divert our  attention  and
resources,  result  in the loss of  goodwill  associated  with our  business  or
require us to make changes to our technology.

OUR COMPANY MAY BECOME SUBJECT TO  INTELLECTUAL  PROPERTY  LITIGATION  WHICH MAY
HARM OUR BUSINESS.

Our  success  depends  in part on our  ability to  develop  commercially  viable
products without infringing the proprietary  rights of others.  Although we have
not been subject to any filed infringement  claims, other patents could exist or
could be filed which may prohibit or limit our ability to market our products or
maintain  a  competitive  position.  In the  event of an  intellectual  property
dispute,  we may be forced to litigate.  Intellectual  property  litigation  may
divert management's attention from developing our technology and may force us to
incur  substantial  costs  regardless of whether we are  successful.  An adverse
outcome could subject us to significant  liabilities to third parties, and force
us to curtail or cease the development and commercialization of our technology.

IF OUR COMPANY  COMMERCIALIZES  OR TESTS OUR  TECHNOLOGY,  OUR  COMPANY  WILL BE
SUBJECT TO POTENTIAL  PRODUCT LIABILITY CLAIMS WHICH MAY AFFECT OUR EARNINGS AND
FINANCIAL CONDITION.

We face an inherent business risk of exposure to product liability claims in the
event  that the use of our  core  technology  during  research  and  development
efforts,  including  clinical  trials,  or after  commercialization,  results in
adverse  affects.  As a  result,  we may  incur  significant  product  liability
exposure,  which may exceed any insurance coverage that we obtain in the future.
Even if we elect to purchase such issuance in the future,  we may not be able to
maintain  adequate  levels of insurance  at  reasonable  cost and/or  reasonable
terms.  Excessive insurance costs or uninsured claims may increase our operating
loss and affect our financial condition.

                                       22
<PAGE>
IF  WE  FAIL  TO   EFFECTIVELY   MANAGE  THE  GROWTH  OF  OUR  COMPANY  AND  THE
COMMERCIALIZATION  OR LICENSING OF OUR TECHNOLOGY,  OUR FUTURE BUSINESS  RESULTS
COULD BE HARMED AND OUR MANAGERIAL AND OPERATIONAL RESOURCES MAY BE STRAINED.

As we proceed with the  development  of our  technology and the expansion of our
marketing and  commercialization  efforts,  we expect to experience  significant
growth in the scope and complexity of our business. We will need to add staff to
manage operations,  handle business  development efforts and perform finance and
accounting  functions.  We  anticipate  that we will be required to hire a broad
range of additional  personnel in order to successfully  advance our operations.
This  growth  is  likely to place a strain  on our  management  and  operational
resources.  The failure to develop and implement  effective systems,  or to hire
and retain  sufficient  personnel  for the  performance  of all of the functions
necessary  to  effectively  service and manage our  potential  business,  or the
failure to manage growth  effectively,  could have a material  adverse effect on
our business and financial condition.

IF WE DO NOT KEEP  PACE WITH OUR  COMPETITORS,  TECHNOLOGICAL  ADVANCEMENTS  AND
MARKET CHANGES, OUR TECHNOLOGY MAY BECOME OBSOLETE AND OUR BUSINESS MAY SUFFER.

The  market  for our  technology  is  very  competitive,  is  subject  to  rapid
technological  changes and varies for different individual products.  We believe
that there are  potentially  many  competitive  approaches  being  pursued  that
compete  with our  technology,  including  some by private  companies  for which
information is difficult to obtain.

Many of our competitors have significantly  greater resources and have developed
products  and  processes  that  directly   compete  with  our  technology.   Our
competitors may develop,  or may in the future develop,  new  technologies  that
directly compete with our technology or even render our technology obsolete. Our
technology  is designed to develop a conversion of  waste-to-energy.  Even if we
are able to demonstrate improved or equivalent results from our technology,  our
technology may suffer a competitive  disadvantage.  Finally,  to the extent that
others develop new  technologies  that address the targeted  application for our
current technology, our business will suffer.

OUR BUSINESS IS SUBJECT TO COMPREHENSIVE GOVERNMENT REGULATION AND ANY CHANGE IN
SUCH REGULATION MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR COMPANY.

There  is  no  assurance  that  the  laws,  regulations,   policies  or  current
administrative  practices of any  government  body,  organization  or regulatory
agency in the  United  States or any other  jurisdiction,  will not be  changed,
applied or interpreted in a manner which will fundamentally alter the ability of
our company to carry on our business. The actions,  policies or regulations,  or
changes thereto,  of any government body or regulatory  agency, or other special
interest  groups,  may have a detrimental  effect on our company.  Any or all of
these situations may have a negative impact on our operations.

RISKS RELATED TO OUR COMMON STOCK

TRADING IN OUR COMMON  SHARES ON THE OTC BULLETIN  BOARD IS LIMITED AND SPORADIC
MAKING IT DIFFICULT FOR OUR SHAREHOLDERS TO SELL THEIR SHARES OR LIQUIDATE THEIR
INVESTMENTS.

Our common  shares are currently  listed for public  trading on the OTC Bulletin
Board.  The  trading  price  of our  common  shares  has  been  subject  to wide
fluctuations. Trading prices of our common shares may fluctuate in response to a
number of factors,  many of which will be beyond our  control.  The stock market
has generally  experienced extreme price and volume fluctuations that have often
been  unrelated or  disproportionate  to the operating  performance of companies
with no current  business  operation.  There can be no  assurance  that  trading
prices and price  earnings  ratios  previously  experienced by our common shares
will be matched or  maintained.  These  broad  market and  industry  factors may
adversely  affect  the  market  price of our common  shares,  regardless  of our
operating performance.

In the past,  following periods of volatility in the market price of a company's
securities,  securities class-action litigation has often been instituted.  Such
litigation,  if  instituted,  could  result  in  substantial  costs for us and a
diversion of management's attention and resources.

                                       23
<PAGE>
OUR STOCK IS A PENNY STOCK.  TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDER'S  ABILITY TO BUY AND SELL
OUR STOCK.

Our stock is a penny stock.  The Securities and Exchange  Commission has adopted
Rule 15g-9 which generally  defines "penny stock" to be any equity security that
has a market price (as defined)  less than $5.00 per share or an exercise  price
of less than $5.00 per share, subject to certain exceptions.  Our securities are
covered  by the penny  stock  rules,  which  impose  additional  sales  practice
requirements  on  broker-dealers  who sell to  persons  other  than  established
customers and "accredited  investors".  The term  "accredited  investor"  refers
generally to  institutions  with assets in excess of $5,000,000  or  individuals
with a net worth in excess of $1,000,000 or annual income exceeding  $200,000 or
$300,000   jointly  with  their   spouse.   The  penny  stock  rules  require  a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which  provides  information  about  penny  stocks and the nature and
level of risks in the penny stock market.  The  broker-dealer  also must provide
the customer  with  current bid and offer  quotations  for the penny stock,  the
compensation  of the  broker-dealer  and its  salesperson in the transaction and
monthly account  statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations,  and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the  transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise  exempt
from these 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 agreement to the transaction.  These disclosure requirements
may have the effect of reducing the level of trading  activity in the  secondary
market for the stock that is subject to these penny stock  rules.  Consequently,
these penny stock  rules may affect the ability of  broker-dealers  to trade our
securities.  We believe that the penny stock rules discourage  investor interest
in and limit the marketability of our common stock.

THE  FINANCIAL  INDUSTRY  REGULATORY  AUTHORITY,  OR FINRA,  HAS  ADOPTED  SALES
PRACTICE  REQUIREMENTS  WHICH MAY ALSO LIMIT A STOCKHOLDER'S  ABILITY TO BUY AND
SELL OUR STOCK.

In addition to the "penny stock" rules described above,  FINRA has adopted rules
that require 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 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
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some  customers.  FINRA  requirements  make it
more  difficult for  broker-dealers  to recommend  that their  customers buy our
common stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

                                       24
<PAGE>
ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K

Exhibit
Number                                Description
------                                -----------

(3)         (I) ARTICLES OF INCORPORATION; AND (II) BYLAWS

3.1         Articles of  Incorporation  (Incorporated  by  reference to the Form
            SB-2 filed on June 19, 2007)

3.2         Bylaws (Incorporated by reference to the Form SB-2 filed on June 19,
            2007)

3.3         Certificate of Change filed with the Secretary of State of Nevada on
            August 19, 2008  (Incorporated by reference to the Form 8-K filed on
            September 9, 2008)

(10)        MATERIAL CONTRACTS

10.1        Memorandum of Understanding dated September 3, 2008 (Incorporated by
            reference to the Form 8-K filed on September 9, 2008)

(31)        SECTION 302 CERTIFICATION

31.1*       Certification of Principal Executive Officer and Principal Financial
            Officer filed pursuant to Section 302 of the  Sarbanes-Oxley  Act of
            2002

(32)        SECTION 906 CERTIFICATION

32.1*       Certification of Principal Executive Officer and Principal Financial
            Officer  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002

----------
* Filed herewith

                                       25
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                               WASTE TO ENERGY GROUP INC.
                                    (Registrant)


Dated: April 20, 2009          /s/ Maria C. Maz
                               -------------------------------------------------
                               Maria C. Maz
                               President, Chief Executive Officer and Director
                               (Principal Executive Officer, Principal Financial
                               Officer and Principal Accounting Officer)

                                       26