**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION        Washington, D.C. 20549                  FORM 10-Q**

*(Mark One)*

þ     Quarterly report pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended **August****31****, 200****9**.

o     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: **00****0-52784**

**WASTE TO ENERGY GROUP INC.**

(Exact name of registrantas specified in its charter)

| **Nevada**(State or other jurisdiction of                    incorporation or organization) | **98-0507522**

(I.R.S. Employer 

Identification No.) |
|---------------------------------------------------------------------------------------------|--------------------------------------------------------|

**2829 Bird Avenue, Miami, Florida 33133**

(Address of principal executive offices) (Zip Code)

**(786) 206-5368**

(Registrant’s telephone number, including area code)

**N/A****     **

(Former name orformer address if changedsince last report)

Indicate by check markwhether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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        þNo o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated filer oAccelerated filer oNon-accelerated filer oSmaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YesþNoo

At October 19, 2009the number of shares outstanding of the registrant's common stock, $0.0001 par value (the only class of voting stock), was 50,265,000.

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**TABLE OF CONTENTS**

**
**PART I. - FINANCIAL INFORMATION**
     **ITEM 1.     FINANCIAL STATEMENTS**  3   Balance Sheets as of August 31, 2009 (unaudited) and May 31, 2009 (audited)      4   Unaudited  Statements of Operations for the three month periods ended August 31, 2009 and August 31, 2008 and the period from inception   5   Unaudited Statements of Stockholders' Equity (Deficit) for the three months period ended August 31, 2009 and the periods from inception  6   Unaudited Statements of Cash Flows for the three month periods ended August 31, 2009 and August, 31 2008 and the period from inception    7   Notes to Unaudited Interim Financial Statements    8  **ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations**  15  **ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk**  19  **ITEM 4T.  Controls and Procedures**  19                
**PART II. - OTHER INFORMATION**
     **ITEM 1.     Legal Proceedings**  20  **ITEM 1A.  Risk Factors**  20  **ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds**  22  **ITEM 3.     Defaults upon Senior Securities**  22  **ITEM 4.     Submission of Matters to a Vote of Securities Holders**  22  **ITEM 5.     Other Information**  22  **ITEM 6.     Exhibits**  22  **Signatures**  23  **Index to Exhibits**  24 **

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**PART I – FINANCIAL INFORMATION**

**ITEM 1.     FINANCIAL STATEMENTS**

As used herein, the terms “Company,”“we,”“our,”“us,”“it,”and “its”refer toWaste to Energy Group, Inc.,a Nevadacorporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Qreflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results        of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

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**Waste to Energy Group Inc.        (****f****ormerly Your Digital Memories, Inc)**

(A Development Stage Company)          

**Balance Sheets**

|                                                      |                                                      | August 31,  |     | May 31,     |
|------------------------------------------------------|-----------------------------------------------------------|-------------|----------|-------------|
|                                                 |                                                      | 2009        |     | 2009        |
|                                                 |                                                      | (Unaudited) |     | (Audited)   |
| **ASSETS**                                           |                                                      |        |
|                                                 |                                                      |        |     |        |
| Current Assets                                       |                                                      |        |     |
|                                                 | Cash                                                      | $ 5,984     |     | $ 15        |
|                                                 | Accounts receivable                                       | -           |     | -           |
|                                                 | Total current assets                                      | $ 5,984     |     | 15          |
|                                                 |                                                      |        |     |        |
| Non-current                                          |                                                      |        |     |
|                                                 | Computer equipment, net of amortization                   | 4,642       |     | 5,347       |
|                                                 | Website, net of amortization                              | 8,750       |     | 10,500      |
|                                                 | Total Non-current                                         | 13,392      |     | 15,847      |
|                                                 |                                                      |        |     |        |
|                                                 | Total Assets                                              | $ 19,376    |     | $ 15,862    |
|                                                 |                                                      |        |     |        |
| **LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**   |                                                      |        |
|                                                 |                                                      |        |     |        |
| Liabilities                                          |                                                      |        |     |
|                                                 | Accounts payable and accruals                             | $ 90,312    |     | $ 89,068    |
|                                                 | Loans Payable                                             | 245,825     |     | 196,225     |
|                                                 | Accrued interest - loans payable                          | 10,584      |     | 7,665       |
|                                                 | Loans payable - related party                             | 48,483      |     | 48,483      |
|                                                 | Accrued interest - related party                          | 3,724       |     | 2,664       |
|                                                 |                                                      |        |     |        |
|                                                 | Total Liabilities                                         | $ 398,928   |     | $ 344,104   |
|                                                 |                                                      |        |     |        |
| Stockholders' Equity (Deficit) (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 and 50,265,000 Common Shares for the yearended |        |     |        |
|                                                 | May 31, 2009 and as of August 31,2009, respectively       | $ 5,026     |     | $ 5,026     |
|                                                 | Additional paid-in capital                                | 73,116      |     | 73,116      |
|                                                 | Contributed capital                                       | 5,050       |     | 5,050       |
|                                                 | Deficit accumulated during the development stage          | (462,744)   |     | (411,434)   |
|                                                 |                                                      |        |     |        |
|                                                 | Total Stockholders' Equity (Deficit)                      | $ (379,552) |     | $ (328,242) |
|                                                 |                                                      |        |     |        |
| Total Liabilities and Stockholders' Equity (Deficit) | $ 19,376                                                  |        | $ 15,862 |

The accompanying condensed notes are an integral part of theseconsolidatedfinancial statements.

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**Waste to Energy Group Inc.        (Formerly Your Digital Memories, Inc)**

(A Development Stage Company)

**Statements of Operations**

(Unaudited)

|                                        |                       |            |            | Period from     |
|---------------------------------------------|----------------------------|-----------------|-----------------|-----------------|
|                                        |                       |            |            | Inception       |
|                                        |                       | Three Months    | Three Months    | (June 27, 2006) |
|                                        |                       | Ended           | Ended           | to              |
|                                        |                       | August 31, 2009 | August 31, 2008 | August 31, 2009 |
|                                        |                       |            |            |            |
|                                        |                       |            |            |            |
|                                        |                       |            |            |            |
| REVENUE                                     | $ -                        | -               | $ 1,596         |
|                                        |                       |            |            |            |
| OPERATING EXPENSES                          |                       |            |            |
|                                        | General and Administrative | 816             | 1,743           | 25,123          |
|                                        | Professional Fees          | 14,059          | 4,184           | 89,221          |
|                                        | Consulting                 | 30,000          | -               | 132,672         |
|                                        | Depreciation               | 2,455           | 2,250           | 16,070          |
|                                        | Filing Fees                | -               | 3,867           | 7,568           |
|                                        | Impairment of Asset        |            | -               | 180,000         |
|                                        | Total Expenses             | 47,331          | 12,044          | 450,654         |
|                                        |                       |            |            |            |
| Loss from operations                        | $ (47,331)                 | $ (12,044)      | $ (449,058)     |
|                                        |                       |            |            |            |
| Interest Expense                            |                       |            |            |
|                                        | Interest - Loans           | 2,990           | -               | 10,655          |
|                                        | Interest - Related Party   | 989             | -               | 3,653           |
| Total Interest Expense                      | 3,979                      | -               | 14,308          |
|                                        |                       |            |            |            |
| Interest income                             | -                          | -               | 622             |
|                                        |                       |            |            |            |
| Loss before income taxes                    | (51,310)                   | (12,044)        | (462,744)       |
|                                        |                       |            |            |            |
| Provision for income taxes                  | -                          | -               | -               |
|                                        |                       |            |            |            |
| Net loss                                    | $ (51,310)                 | $ (12,044)      | $ (462,744)     |
|                                        |                       |            |            |            |
| Basic and Diluted Earnings (Loss) per Share | $ (0.00)                   | $ (0.00)        |            |
|                                        |                       |            |            |            |
| Weighted Average                            |                       |            |            |
|                                        | Number of Shares (Note 4)  | 50,265,000      | 50,265,000      |            |

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

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**Waste to Energy Group Inc.        (formerly Your Digital Memories, Inc)**

(A Development Stage Company)

Statements of Stockholders’ Equity (Deficit)

|                                    |   | Common Stock  |   | Paid in  |   | Contributed |   | Accumulated |   | Total                                                                                          |
|-----------------------------------------|--------|---------------|--------|----------|--------|-------------|--------|-------------|--------|------------------------------------------------------------------------------------------------|
|                                    |   | Shares        |   | Amount   |   | Capital     |   | Capital     |   | Deficit                     during the                    development                    stage |   | Equity (Deficit) |
| **Inception June 27, 2006**             |   | -             |   | $ -      |   | $ -         |   | $ -         |   | $ -                                                                                            |   | $ - |
| Common Shares issued to                 |   |          |   |     |   |        |   |        |   |                                                                                           |   |   |
| director for cash June 27, 2006         |   | 2,500,000     |   | 250      |   | (150)       |   | -           |   | -                                                                                              |   | 100 |
| Common Shares issued to                 |   | 125,300,000   |   | 12,530   |   | (7,518)     |   | -           |   | -                                                                                              |   | 5,012 |
| director for cash June 27, 2006         |   |          |   |     |   |        |   |        |   |                                                                                           |   |   |
| Common Shares issued to                 |   | 62,500,000    |   | 6,250    |   | (3,750)     |   | -           |   | -                                                                                              |   | 2,500 |
| director for cash October 31 , 2006     |   |          |   |     |   |        |   |        |   |                                                                                           |   |   |
| 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   |   | $ 22,557 |   | $ 55,585    |   | $ -         |   | $ (28,079)                                                                                     |   | $ 50,063 |
|                                    |   |          |   |     |   |        |   |        |   |                                                                                           |   |   |
| Net loss for the year                   |   |          |   |     |   |        |   |        |   | (28,993                                                                                        |   | (28,993) |
| **Balance, May 31, 2008 (Restated)**    |   | 225,565,000   |   | $ 22,557 |   | $ 55,585    |   | $ -         |   | $ (57,072)                                                                                     |   | $ 21,070 |
|                                    |   |          |   |     |   |        |   |        |   |                                                                                           |   |   |
| 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 year                   |   |          |   |     |   |        |   |        |   | (354,363)                                                                                      |   | (354,363) |
| **Balance, May 31, 2009**               |   | 50,265,000    |   | $ 5,026  |   | $ 73,116    |   | $ 5,050     |   | $ (411,434)                                                                                    |   | $ (328,242) |
|                                    |   |          |   |     |   |        |   |        |   |                                                                                           |   |   |
| Net loss for the period                 |   | -             |   | -        |   | -           |   | -           |   | (51,310)                                                                                       |   | (51,310) |
| **Balance, August 31, 2009**            |   | 50,265,000    |   | $ 5,026  |   | $73,116     |   | $ 5,050     |   | $ (462,744)                                                                                    |   | $ (379,552) |

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

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**Waste to Energy Group Inc.        (Formerly Your Digital Memories, Inc)**

(A Development Stage Company)

**Statement of Cash Flows**

|                                                |                                          |       |            |   |            |        | Period from     |
|-----------------------------------------------------|-----------------------------------------------|------------|-----------------|--------|-----------------|-------------|-----------------|
|                                                |                                          |       |            |   |            |        | Inception       |
|                                                |                                          |       | Three Months    |   | Three Months    |        | (June 27, 2006) |
|                                                |                                          |       | Ended           |   | Ended           |        | to              |
|                                                |                                          |       | August 31, 2009 |   | August 31, 2008 |        | August 31, 2009 |
|                                                |                                          |       |            |   |            |        |            |
| Operating Activities                                |                                          |       |            |   |            |        |
|                                                |                                          |       |            |   |            |        |            |
|                                                | Net (loss)                                    |       | $ (51,310)      |   | $ (12,044)      |        | $ (462,744)     |
|                                                | Adjustments to reconcile net loss to net cash |       |            |   |            |        |            |
|                                                | used in operating activities:                 |       |            |   |            |        |            |
|                                                | Depreciation                                  |       | 2,455           |   | 2,250           |        | 16,070          |
|                                                | Changes in operating assets and liabilities:  |       |            |   |            |        |            |
|                                                | Accounts receivable                           |       | -               |   | 387             |        | -               |
|                                                | Accounts payable and accrued liabilities      |       | 1,245           |   | 9,567           |        | 90,312          |
|                                                | Accrued interest - loans payable              |       | 2,919           |   | -               |        | 10,655          |
|                                                | Accrued interest - related party              |       | 1,060           |   | -               |        | 3,653           |
|                                                | Waste to Energy Group LLC                     |       | -               |   |            |        | 180,000         |
| Net Cash Used by Operating Activities               |                                          | $ (43,631) |            | $ 160  |            | $ (162,054) |
|                                                |                                          |       |            |   |            |        |            |
| Financing Activities                                |                                          |       |            |   |            |        |
|                                                | Proceeds from sale of Common Stock            |       | $ -             |   | $ -             |        | $ 78,142        |
|                                                | Loans payable                                 |       | 49,600          |   | -               |        | 245,825         |
|                                                | Loans payable - related party                 |       | -               |   | -               |        | 48,483          |
|                                                | Contributed capital                           |       | -               |   | -               |        | 5,050           |
| Net Cash Provided by Financing Activities           |                                          | $ 49,600   |            | $ -    |            | $ 377,500   |
|                                                |                                          |       |            |   |            |        |            |
| Investing Activities                                |                                          |       |            |   |            |        |
|                                                | Purchase of computer equipment and website    |       | $ -             |   | $ -             |        | $(29,462)       |
|                                                | Waste to Energy Group LLC                     |       | -               |   |            |        | (180,000)       |
| Net Cash Used in Investing Activities               |                                          | $ -        |            | $ -    |            | $ (209,462) |
|                                                |                                          |       |            |   |            |        |            |
| (Decrease) Increase in Cash during the period       |                                          | $ 5,969    |            | $ 160  |            | $ 5,984     |
| Cash, Beginning of Period                           |                                          | $ 15       |            | $ 686  |            | $-          |
|                                                |                                          |       |            |   |            |        |            |
| Cash, End of Period                                 |                                          | $ 5,984    |            | $ 846  |            | $ 5,984     |
|                                                |                                          |       |            |   |            |        |            |
| Supplemental disclosure with respect to cash flows: |                                          |       |            |   |            |        |
|                                                | Cash paid for income taxes                    |       | $ -             |   | $ -             |        | $ -             |
|                                                | Cash paid for interest                        |       | $ -             |   | $ -             |        | $ -             |

The accompanying condensed notes are an integral partof theseconsolidatedfinancial statements.

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**Waste to Energy Group Inc.**

**(f****ormerly Your Digital Memories, Inc.)**

**(A Development Stage Company)**

**NOTES TO THE****UNAUDITED,****INTERIM FINANCIAL STATEMENTS**

**August 31, 2009**

Note 1 – General Organization and Business

Waste to Energy Group, 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 EnergyGroup Inc.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.          

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.

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**Waste to Energy Group Inc.**

**(f****ormerly Your Digital Memories, Inc.)**

**(A Development Stage Company)**

**NOTES TO THE****UNAUDITED,****INTERIM FINANCIAL STATEMENTS**

**August 31, 2009**

Note 2 – Significant Accounting Policies – cont.

*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.

*Advertising Costs         *

The Company will expense its advertising costs when incurred. There have been no expenditures on advertising since inception.           

Note 3 – Property and Equipment

Property and equipment consisted of the following:

|               |    |                     | 08/31/09                          | 05/31/09       |
|--------------------|---------|--------------------------|-----------------------------------|----------------|
|               | Cost    | Accumulated Amortization | Net Book                    Value | Net Book Value |
| Computer Equipment | $ 8,462 | $ 3,820                  | $ 4,642                           | $ 5,347        |
| Website            | $21,000 | $12,250                  | $ 8,750                           | $10,500        |
| Total              | $29,462 | $16,070                  | $13,392                           | $15,847        |

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.

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**Waste to Energy Group Inc.**

**(f****ormerly Your Digital Memories, Inc.)**

**(A Development Stage Company)**

**NOTES TO THE****UNAUDITED,****INTERIM FINANCIAL STATEMENTS**

**August 31, 2009**

Note 4 – Stockholders’ Equity-cont.

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.           

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, 2009, the Company had 50,265,000 common shares issued and outstanding.                  During the year ending May 31, 2009, 175,300,000 shares were voluntarily cancelled, subsequent to which cancellation there were 225,565,000 common shares of the Company issued and outstanding.           

On September 4, 2008the Company effecteda forward split of the Company’s stock on a 25 new for 1 old basis, such that its authorized capital increasedfrom 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 its issued and outstanding shares of common stock decreasedfrom 225,565,000 shares of common stock to 50,265,000 shares of common stock.The forward split caused a mandatory exchange of share certificates. The forward split was retroactively applied to the Statement of Stockholders’ Equity.         As of the three months ending August 31, 2009, the Company had 50,265,000 common shares issued and outstanding.          

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 year ending May 31, 2009 the Company entered into a consulting agreement commencing September 2, 2008 with a company controlled by the chief executive officer. 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.

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**Waste to Energy Group Inc.**

**(f****ormerly Your Digital Memories, Inc.)**

**(A Development Stage Company)**

**NOTES TO THE****UNAUDITED,****INTERIM FINANCIAL STATEMENTS**

**August 31, 2009**

Note 5 – Related Party Transactions – cont.

During the year ending May 31, 2009, Prosper Financial Inc., a company controlled by the chief executive officer of the Company 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 year ending        May 31, 2009 the Promissory Note of $2,500 was paid by an unrelated party directly to Prosper Financial Inc. on behalf of the Company.                  On September 22, 2008 Prosper Financial Inc., a company controlled by the chief executive officer of the Company 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 year ending May 31, 2009 $1,617 was paid to Prosper        Financial, a company controlled by the chief executive officer of the Company by an unrelated party directly to Prosper Financial Inc. on behalf of the Company.                   As of August 31, 2009 the accounts payable included a total of $20,528.95 in consulting fees incurred on behalf of the Company due to the chief executive officer of the Company through a company controlled by the chief executive officer. These amounts remain outstanding as of August 31, 2009.

Note 6 – Loans Payable

As of August 31, 2009, the loans payable balance comprised of:          

|  | a)      | $65,825 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. As of August 31, 2009 the total interest accrued on the three Promissory Notes issued by                    the Company was $10,429. |
|--|----------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | c)      | During the three months ending August 31, 2009 a loan of $50,000 paying 8% interest per annum payable on demand was provided by an unrelated party. The interest accrued during the three months ending August 31, 2009 was $156. The note becomes due and payable on February 17, 2010. |
|--|----------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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**Waste to Energy Group Inc.**

**(f****ormerly Your Digital Memories, Inc.)**

**(A Development Stage Company)**

**NOTES TO THE****UNAUDITED,****INTERIM FINANCIAL STATEMENTS**

**August 31, 2009**

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 chief executive officer of the Company. A Promissory Note in the amount of $50,000 was issued from the Company on September 22, 2008 paying 8% interest per annum. During        the year ending May 31, 2009 $1,617 was paid to Prosper Financial, a company controlled by the chief executive officer of the Company by an unrelated party directly to Prosper Financial Inc. on behalf of the Company. As of the three months ending August 31, 2009 the total interest accrued on this Promissory Note issued by the Company was $3,724.          

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 the three months ending August 31, 2009 of $462,744. 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 $10,180,368 which is calculated by multiplying a 22% estimated tax rate by the cumulative NOL of $462,744.

Note 10 – Recent Accounting Pronouncements         

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim        financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.

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**Waste to Energy Group Inc.**

**(f****ormerly Your Digital Memories, Inc.)**

**(A Development Stage Company)**

**NOTES TO THE****UNAUDITED,****INTERIM FINANCIAL STATEMENTS**

**August 31, 2009**

Note 10 – Recent Accounting Pronouncements - cont.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). The provisions of SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140, eliminate the exemption from consolidation for qualifying special-purpose entities and require additional        disclosures. SFAS 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009. The Company does not expect the provisions of SFAS 166 to have a material effect on the financial position, results of operations or cash flows of the Company.          

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R) (“SFAS 167”). SFAS 167 amends the consolidation guidance applicable to variable interest entities. The provisions of SFAS 167 significantly affect the overall consolidation analysis under FASB Interpretation No. 46(R). SFAS 167 is effective as of the beginning of the        first fiscal year that begins after November 15, 2009. SFAS 167 will be effective for the Company beginning in 2010. The Company does not expect the provisions of SFAS 167 to have a material effect on the financial position, results of operations or cash flows of the Company.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162” (“SFAS No. 168”). Under SFAS No. 168 the “FASB Accounting Standards Codification” (“Codification”) will become the source of        authoritative U. S. GAAP to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date, the Codification will supersede all then-existing non-SEC accounting and        reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. SFAS No. 168 is effective for the Company’s interimquarterly period beginning September1, 2009. The Company does not expect the adoption of SFAS No. 168 to have an impact on the financial statements.                  In June 2009, the Securities and Exchange Commission’s Office of the Chief Accountant and Division of Corporation Finance announced the release of Staff Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds portions of the interpretive guidance included in the Staff Accounting Bulletin Series in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and Securities and Exchange        Commission rules and regulations. Specifically, the staff is updating the Series in order to bring existing guidance into conformity with recent pronouncements by the Financial Accounting Standards Board, namely, Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations, and Statement of Financial Accounting Standards No. 160, Non-controlling Interests in Consolidated Financial Statements. The statements in staff accounting bulletins are not rules or        interpretations of the Commission, nor are they published as bearing the Commission's official approval. They represent interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant in administering the disclosure requirements of the Federal securities laws.

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**Waste to Energy Group Inc.**

**(f****ormerly Your Digital Memories, Inc.)**

**(A Development Stage Company)**

**NOTES TO THE****UNAUDITED,****INTERIM FINANCIAL STATEMENTS**

**August 31, 2009**

Note 11 – Misstatement of Revenues

Due to an accounting error, we restated our gross income for the year ending May 31, 2008 to include $387 in revenue we had originally reported in the quarter ending August 31, 2008. As a timing difference the correction had no cumulative effect on retained earnings, equity or net assets, and it was too small to change our per-share amounts.

Note 12 – Impairment of Waste To Energy Group,LLC Acquisition

During the year ending May 31, 2009 the Company entered into a memorandum of understanding to acquire Waste to Energy Group, LLC pursuant to a share exchange. As part of the payments due $180,000 was advanced to Waste to Energy Group, LLC. Upon completion of a thorough due diligence inquiry the decision was made to abandon the prospective transaction. The asset was subsequently impaired as        a result of this decision.

Note 13 – Subsequent Events

The Company has evaluated subsequent events from the balance sheet date as of August 31, 2009.

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**Item 2****.     ****MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

This *Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and other parts of this current report contain forward-looking statements that involve risks and uncertainties.        Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection        entitled *Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition*below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this current report. Our fiscal year end is May 31.          

**Plan of Operation**

The Company’s plan of operation for the coming year is to identify and acquire or develop a revenue producing business through merger or acquisition. We do not plan to limit our options to any particular industry, but will evaluate each opportunity on its merits.                  We have not yet entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in any transaction, as of the date of this filing.          

The Company’s plan of operation will require $100,000 in funding over the next twelve months. This funding is not currently available. Should we merge with or acquire a suitable business opportunity within the next twelve months our funding requirements will change.

**Results of Operations**

During the quarterended August31, 2009, we have focused our efforts onidentifying a prospective business opportunity for merger or acquisition.          

The Company has been funded since inception through private debt or equity placements or by major shareholders in the form of loans. All of the capital raised to date has been allocated for general and administrative costs, exploration expenses, loans and interest expenses.                 We do not expect to receive revenues within the next twelve months of operation or ever, since we have yet to acquire a business opportunity, which opportunity if acquired, may or may not produce revenue.

***Net Income/Losses***

For the period from inception until the three months endingAugust 31, 2009 the Companyincurred net losses of $462,744. Net losses for the three months ending August 31, 2009 were $51,310 as compared to $12,044for the three months ending August 31,        2008. The increase in net losses over the comparative period can be attributed an increase in consulting and professional fees. We have never generated sufficient revenue to fund operations since inception. We will likely continue to operate at a loss through fiscal 2010and we cannot determine whether we will ever generate additional revenues.

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***Revenues         ***

Revenuefor the three monthsended August 31, 2009were$0.00as werethe revenue for the three months ended August 31, 2008.

***Operating******Expenses***

Operating expenses for the three months ending August 31, 2009 were $47,331 as compared to $12,044 for the three months ending August 31, 2008. The increase in operating expenses is primarily due to increased professional fees and consulting fees. Operating expenses included accounting costs, consulting fees, employment costs and interest costs on loans made to        the Company.          

***Income Tax Expense (Benefit)***

The Companymay have a prospective income tax benefit resulting from a net operating loss carry-forward and start up costs that will offset any future operating profit.          

***Impact of Inflation***

The Companybelieves that inflation has not had a material effect on operations for the period from June 27, 2006 (inception) to August 31, 2009.          

***Capital Expenditures***

The Companyhas not spent significant amounts of capital for the period from June 27, 2006 (inception) to August 31, 2009.          

***Liquidity and Capital Resources***

The Companyhas been in the development stage since inception. As of August 31,2009 the Companyhad a working capital deficit of $84,328and current and total assets of $19,376 comprised of computer equipment, a        website and cash on hand. As of August 31, 2009 the Companyhad current and total liabilities of $398,928 consisting of accounts payable and accruals, loans payable, accrued interest on loans payable, loans payable to related party and accrued interest on loans from related party. Stockholders deficit in the Companywas $379,552 as of August 31, 2009.                  For the period from inception until August 31,2009 the Company’s cash flow used in operating activities was $162,054. Cash flows used in operating activities for the three months ending August 31, 2009 were $43,631 compared to $160 for the three months ending August 31, 2008. The cash flow used in operating activities during the three months ending was due to net losses and adjustments from a decrease in accounts payable, an increase in        accrued interest on loans.                   For the period from inception until the three months ending August 31, 2009 the Company’s cash flow used investing activities was $209,462. Cash flow used in investing activities for the three months ending August 31, 2009 and 2008 were $0.

For the period from inception until the three months endingAugust 31, 2009 the Company’s cash flow provided by financing activities was $377,500. Cash flow provided by financing activities for the three months ending August 31, 2009 was $49,600 as compared to $0for the August 31,        2008. Cash flows provided by financing activities can be primarily attributed to loans.

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The Companyhad no lines of credit or other bank financing arrangements as of August 31, 2009.          

The Companydoes not expect to pay cash dividends in the foreseeable future.

The Companyhas no defined benefit plan or contractual commitment with any of its officers or directors.

The Companyhas no current plans for any significant purchase or sale of any plant or equipment.

The Companyhas no current plans to make any changes in the number of employees.

***Off Balance Sheet Arrangements***

As ofAugust 31, 2009 the Companyhad 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.          

***Going Concern***

Our auditors have expressed an opinion as to the Company’s ability to continue as a going concern as a result of net losses of $462,744 as of August 31, 2009. The Company’s ability to continue as a going concern is subject to the ability of the Companyto realize a profit and /or obtain funding from outside        sources. Management’splan to address the Company’s ability to continue as a going concern includes: (i) obtaining funding from the private placement of debt or equity; (ii) realizing revenues from the commercialization of a business opportunity; and (iii) obtaining loans and grants from financial or government institutions. Management believes that it will be able to obtain funding to allow the Company to remain a going concern through        the methods discussed above, though there can be no assurances that such methods will prove successful.

***Forward Looking Statements and Factors That May Affect Future Results and Financial Condition***

The statements contained in the section titled “*Results of Operations”*and *“Description of Business”*, with the exception of historical facts, are forward looking statements. A        safe-harbor provision may not be applicable to the forward looking statements made in this current report. Forward looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:          

|  | ·      | our anticipated financial performance |
|--|----------------------------------------|---------------------------------------|

|  | ·      | our ability to generate revenues through sales to fund future operations |
|--|----------------------------------------|--------------------------------------------------------------------------|

|  | ·      | our ability to raise additional capital to fund cash requirements for future operations |
|--|----------------------------------------|-----------------------------------------------------------------------------------------|

|  | ·      | the volatility of the stock market |
|--|----------------------------------------|------------------------------------|

|  | ·      | general economic conditions |
|--|----------------------------------------|-----------------------------|

We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated including the factors set forth in the section entitled “*Risk Factors*”        included elsewhere in this report.

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We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations,        other that is required by law.

***Critical Accounting Policies***

In the notes to the interim financial statements for the period ended August 31, 2009 included inthis Form 10-Q, the Companydiscusses those accounting policies that are considered to be significant in determining the results of operations and our financial position. The        Company believes that the accounting principles utilized by us conform to accounting principles generally accepted in the United States of America.                  The preparation of financial statements requires management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Companyevaluates our estimates, including those related to bad debts, inventories, intangible assets, warranty obligations, product liability, revenue, and        income taxes. We base our estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.          

***Stock-Based Compensation***

We have adopted Financial Accounting Standards Board (“FASB”) No. 123 (revised 2004) (Statements of Financial Accounting Standards (“SFAS”) No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee        services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. 

**We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair market value        of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.**

***Recent Accounting Pronouncements***

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS        165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.

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In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing        financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009.The Companywill adopt SFAS 166 in fiscal 2010. The Companydoes not expect that the adoption of SFAS 166 will have a material impact on the financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167,“Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who        should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Companywill adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the        financial statements. 

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting        Principles”, and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Companywill begin to use the new Codification whenreferring to GAAP in its interim report on Form 10-Qfor the fiscal year ending November 30, 2009. This will not have an impact on the results of the Company.

**ITEM 3.     ****QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Not required.

**ITEM 4T.     ****CONTROLS AND PROCEDURES**

***Evaluation of Disclosure Controls and Procedures***

        In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information        required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

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Based on thatevaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effectivein recording, processing, summarizing, and reporting information required to be        disclosed, within the time periods specified in the Commission’s rules and forms.

***Changes in Internal Control over Financial Reporting***

 

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during theperiodendedAugust31, 2009, that materially affected, or are        reasonably likely to materially affect, the Company’s internal control over financial reporting.

**PART II****– OTHER INFORMATION**

**ITEM 1.     LEGAL PROCEEDINGS         **

None.

**ITEM 1A.     RISK FACTORS         **

The Company’s operations and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our business, financial condition, and/or results of operations as well as the future trading price and/or the        value of our securities.

***We have a history of significant operating losses and such losses may continue in the future.*** 

The Companyincurred net losses of $462,744 for the period from June 27, 2006 (inception) to the quarterending August31, 2009. At the quarterending August31,        2009 we had a working capital deficit of $392,944and stockholders’ deficit of $379,552.          

***The Company******’s limited financial resources cast severe doubt on our ability to acquire******or develop a revenue producing business.*** 

Our future operation is dependent on our ability to acquire or develop a revenue producing business. However, the prospect of such an acquisition isdoubtful due to the Company’s limited financial resources which limitation may act as a deterrent in future negotiations with prospective acquisition, merger or development        candidates. Should we be unable to improve our financial condition through debt or equity offerings our ability to acquire or develop a revenue producing business will be severely limited to the extent that the Companywill, in all likelihood, be forced to cease operations.

***The market for our stock is limited and our stock price may be volatile.***The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume        often varies widely from day to day.         

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***The Company******does not pay cash dividends.***         

The Companydoes not pay cash dividends. We have not paid any cash dividends since inception and have no intention of paying any cash dividends in the foreseeable future. Any future dividends would be at the discretion of our board of directors and would depend on, among other things, future earnings, our operating and        financial condition, our capital requirements, and general business conditions. Therefore, shareholders should not expect any type of cash flow from their investment.         

***We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may continue to negatively impact our financial performance.***

We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as        discussed in the following risk factor, has substantially increased our expenses, including legal and accounting costs, and made some activities more time-consuming and costly. Further, expenses related to our compliance may increase in the future, as legislation affecting smaller reporting companies comes into effect that may negatively impact our financial performance to the point of having a material adverse effect on our results of operations and financial condition.

***Our internal controls over financial reporting may not be considered effective in the future, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.***         Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material        weaknesses in our internal controls over financial reporting identified by management. If we are unable to continue to assert that our internal controls are effective, our investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.

***The Company******’s shareholders may face significant restrictions on their stock.***

The Company’s stock differs from many stocks in that it is a “penny stock.” The Commission has adopted a number of rules to regulate “penny stocks” including, but not limited to, those rules from the Securities Act of 1933, as amended (“Securities Act”) as follows:          

3a51-1     which defines penny stock as, generally speaking, those securities which are not listed on either NASDAQ or a national securities exchange and are priced under $5, excluding securities of issuers that have net tangible assets greater than $2 million if they have been in operation at least three years, greater than $5        million if in operation less than three years, or average revenue of at least $6 million for the last three years;

15g-1     which outlines transactions by broker/dealers which are exempt from 15g-2 through 15g-6 as those whose commissions from traders are lower than 5% total commissions;

15g-2     which details that brokers must disclose risks of penny stock on Schedule 15G;

15g-3     which details that broker/dealers must disclose quotes and other information relating to the penny stock market;

15g-4          which explains that compensation of broker/dealers must be disclosed;

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15g-5     which explains that compensation of persons associated in connection with penny stock sales must be disclosed;

15g-6          which outlines that broker/dealers must send out monthly account statements; and

15g-9          which defines sales practice requirements.

Since our securities constitute a “penny stock” within the meaning of the rules, the rules would apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers, they may affect the ability of shareholders to sell their securities in any market that may develop; the rules themselves may limit the market for penny        stocks. Additionally, the market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in        value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.

Shareholders should be aware that, according to Commission Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. These patterns include:          

|  | ·      | control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------|

|  | ·      | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------|

|  | ·      | “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | excessive and undisclosed bid-ask differentials and mark-ups by selling broker-dealers; and |
|--|----------------------------------------|---------------------------------------------------------------------------------------------|

|  | ·      | the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

None.

**ITEM 3.     DEFAULTS ON SENIOR SECURITIES**

None.          

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

None.

**ITEM 5.     OTHER INFORMATION         **

None.

**ITEM 6.     EXHIBITS**

Exhibitsrequired to be attached by Item 601 of Regulation S-Kare listed in the Index to Exhibits on page 24of this Form 10-Q, and are incorporated herein by this reference.

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**SIGNATURES**

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

| ***Waste to Energy Group Inc.***                                                                                                                                 | ***Date***       |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|
| /s/ Maria C. Maz

By: Maria C.Maz                    Its: President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director | October 19, 2009 |

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**INDEX TO EXHIBITS**

***Exhibit No.     Exhibit Description***

3.1     Certificate of Incorporation of the Company(annexed as Exhibit 3.1to our Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on June 19, 2007).

3.2     Bylaws of the Company(annexed as Exhibit 3.2 to our Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on June 19, 2007).

10.1          Certificate of Change (Pursuant to NRS 78.209) (annexed to our Form 8-K, filed with the Securities and Exchange Commission on September 9, 2008).

10.2     Articles of Merger (Pursuant to NRS 92A.200) (annexed to our Form 8-K, filed with the Securities and Exchange Commission on September 9, 2008).

10.3     Memorandum of Understanding (annexed to our Form 8-K, filed with the Securities and Exchange Commission on September 9, 2008).

10.4     Share Purchase Agreement (annexed to our Schedule 13-D, filed with the Securities and Exchange Commission on September 29, 2008).

10.5     Share Purchase Agreement (annexed to our Schedule 13-D, filed with the Securities and Exchange Commission on September 29, 2008).

31     Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Financial Officer (attached).

32     Section 1350 Certification of Principal Executive Officer and Financial Officer (attached).

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