HYOR 10-K & 10-Q changes, risk factors and insider trading
HyOrc Corp · OTC · Services-Engineering Services · CIK 1070789 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “ITEM 1. BUSINESS”
Removed heading “Our Planned Operations”
Removed heading “ITEM 1A. Risk Factors”
Removed heading “1. We lack an operating history for our current business and have losses we expect to continue into the future. There is no assurance our future operations will be profitable. If we cannot generate sufficient revenues to operate profitably, you will lose your investment.”
Removed heading “2. We spent all of the proceeds from our private placement to maintain our business operations. If we can’t raise additional funds, we may be forced to curtail or cease future activities.”
Removed heading “3. Because our operations are all located outside of the United States, any change in the laws of the countries we operate in may adversely affect our business.”
Removed heading “4. Our international expansion plans subject us to risks inherent in doing business internationally.”
Removed heading “5. We face risks associated with currency exchange rate fluctuations, any adverse fluctuation may adversely affect our operating margins.”
Removed heading “6. If relations between the United States and China change for the worse, our stock price may decrease and we may have difficulty accessing the U.S. capital markets.”
Removed heading “7. Governments of the countries in which we operate could change their policies toward private enterprises, which could adversely affect our business.”
Removed heading “8. The economic, political and social conditions in the countries we operate in or may operate in, could affect our business.”
Removed heading “9. The significant but uneven growth in the economy of China in the past 20 years could have an adverse effect on our business and results of operations.”
Removed heading “10. It may be difficult to serve us with legal process or enforce judgments against our management or us.”
Removed heading “Investment risks:”
Removed heading “11. Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.”
Removed heading “12. Because we may issue additional shares of common stock in public offerings or private placements, your ownership interest in us may be diluted.”
Removed heading “ITEM 2. DESCRIPTION OF PROPERTY”
Removed heading “ITEM 3. LEGAL PROCEEDINGS”
Removed heading “ITEM 4. MINE SAFETY DISCLOSURES”
Removed heading “ITEM 5. MARKET FOR REGISTRANT COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES”
Removed heading “Dividend Policy”
Removed heading “Recent Sales of Unregistered Securities”
Removed heading “Section 15(g) of the Securities Exchange Act of 1934”
Removed heading “ITEM 6. SELECTED FINANCIAL DATA”
Removed heading “ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”
Removed heading “Plan of Operation”
Removed heading “Limited Operating History; Need for Additional Capital”
Removed heading “Critical Accounting Policies and Estimates”
Removed heading “Liquidity and Capital Resources”
Removed heading “Results of Operations”
Removed heading “ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK”
Removed heading “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA”
Removed heading “ITEM 8. FINANCIAL STATEMENTS.”
Removed heading “REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM”
Removed heading “DECEMBER 31, 2016 AND 2015”
Removed heading “STATEMENTS OF COMPREHENSIVE LOSS”
Removed heading “FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015”
Removed heading “STATEMENTS OF STOCKHOLDERS’ DEFICIENCY”
Removed heading “FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015”
Removed heading “ASIA PROPERTIES, INC.”
Removed heading “(A Development Stage Company)”
Removed heading “STATEMENTS OF CASH FLOWS”
Removed heading “FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015”
Removed heading “1. Organization, Development Stage and Going Concern”
Removed heading “2. Summary of Significant Accounting Policies”
Removed heading “Basis of Presentation”
Removed heading “Use of Estimates”
Removed heading “Cash and Cash Equivalents”
Removed heading “2. Summary of Significant Accounting Policies (continued)”
Removed heading “Fair Value of Financial Instruments”
Removed heading “Earnings (Loss) Per Share”
Removed heading “2. Summary of Significant Accounting Policies (continued)”
Removed heading “Foreign Currency Translation”
Removed heading “Share-Based Payments”
Removed heading “Comprehensive (Loss)”
Removed heading “2. Summary of Significant Accounting Policies (continued)”
Removed heading “Recent Accounting Pronouncements”
Removed heading “3. Line of Credit”
Removed heading “4. Common Stock”
Removed heading “5. Pending Transaction”
Removed heading “6. Income Taxes”
Removed heading “Deferred tax assets”
Removed heading “7. Subsequent Events”
Removed heading “ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.”
Removed heading “ITEM 9A. CONTROLS AND PROCEDURES”
Removed heading “Management’s Annual Report on Internal Control over Financial Reporting”
Removed heading “Changes in Internal Controls”
Removed heading “ITEM 9B. OTHER INFORMATION”
Removed heading “ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE”
Removed heading “Background of Officers and Directors”
Removed heading “Chen Junyan, President, Chief Executive Officer, Secretary and Director”
Removed heading “Conflicts of Interest”
Removed heading “Involvement in Certain Legal Proceedings”
Removed heading “Audit Committee and Charter”
Removed heading “Audit Committee Financial Expert”
Removed heading “Section 16(a) of the Securities Exchange Act of 1934”
Removed heading “ITEM 11. EXECUTIVE COMPENSATION”
Removed heading “Indemnification”
Removed heading “ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS”
Removed heading “Changes in Control”
Removed heading “ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, and DIRECTOR INDEPENDENCE”
Removed heading “ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES (1) Audit Fees”
Removed heading “(2) Audit-Related Fees”
Removed heading “(4) All Other Fees”
Removed heading “ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES and Reports on form 8-K”
Largest changes
“1. Organization, Development Stage and Going Concern”see in full comparison
“Our long-term business strategy relies on securing investment opportunities in China. …”see in full comparison
“6. If relations between the United States and China change for the worse, our stock price may decrease and we may have difficulty accessing the U.S. capital markets.”see in full comparison
“Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. …”see in full comparison
“9. The significant but uneven growth in the economy of China in the past 20 years could have an adverse effect on our business and results of operations.”see in full comparison
Full comparison: every changed paragraph (273)
An investment in our common stock involves significant risks. Investors should carefully consider the risks described below, together with the other information included in this Form 10-K, before making an investment decision. Any of the following risks could materially and adversely affect our business, financial condition, results of operations, and prospects.
Going Concern and Liquidity Risks
While the Company reported a modest net income in 2025, this reflects limited operating activity and does not eliminate the Company’s dependence on external financing. Unless we can secure additional financing in the near term, we may be unable to continue our operations as planned. There is no assurance that such financing will be available on acceptable terms or at all.
Dependence on Access to Capital
Our business strategy requires significant capital expenditures for R&D, manufacturing, and commercialization of our hydrogen engines and methanol projects. We estimate that we will need to raise at least $5 million over the next 24 months to achieve our objectives. If we cannot raise sufficient capital, we may have to delay or reduce the scope of our projects, which would adversely affect our growth prospects.
PART
I
ITEM
1. BUSINESS
General
We
were incorporated in Nevada on April 6, 1998. Our principal executive offices are located at 119 N Commercial Street, Suite 190-115,
Bellingham, Washington 98225. Our fiscal year end is December 31 and our shares are traded on the Pink Sheets under the symbol
“ASPZ”. We are also listed in the Mergent Manuals and News Reports.
Industry
Asia
Properties, Inc (the Company”) was established to seek opportunities to invest in real estate.
Our
Planned Operations
We
intend to acquire and seek opportunities to invest in real estate.
Website
We
currently maintain a website at www.aspz-usa.com.
Revenues
Currently
we have no revenue generating assets.
Employees
We
administer our business through consulting arrangements with our company’s officers, directors, other individuals and one
full-time employee.
Offices
We
maintain two offices, one at 119 N Commercial Street, Suite 190-115, Bellingham, Washington 98225, telephone number (360) 392-2841.
Our
second office is at Two Exchange Square, 8th Floor, 8 Connaught Place, Central, Hong Kong, a shared serviced office
leased from The Executive Centre.
ITEM
1A. Risk Factors
1.
We lack an operating history for our current business and have losses we expect to continue into the future. There is no assurance
our future operations will be profitable. If we cannot generate sufficient revenues to operate profitably, you will lose your
investment.
While
we were incorporated in 1998, we have just initiated our business operations. Therefore our current operating history cannot be
used to determine our future success or failure. Our net loss since inception is $6,036,229. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon our ability to secure profitable business investments and opportunities.
Based upon current plans, we expect to incur operating losses in the immediate future because we will be incurring expenses which
will exceed our revenues. If we cannot generate a profit, we will have to suspend or cease operations and you will lose your investment.
2.
We spent all of the proceeds from our private placement to maintain our business operations. If we can’t raise additional
funds, we may be forced to curtail or cease future activities.
We
have not initiated our operations. There is no assurance we will be able to obtain additional funding when needed, or that such
funding, if available, can be obtained on terms acceptable to us. If we cannot obtain needed funds, we may be forced to curtail
or cease future activities.
3.
Because our operations are all located outside of the United States, any change in the laws of the countries we operate in
may adversely affect our business.
All
of our operations are in China. This exposes us to risks, such as exchange controls and currency restrictions, currency fluctuations
and devaluations, changes in local economic conditions, changes in laws and regulations, exposure to possible expropriation or
other government actions, and unsettled political conditions. These factors may have a material adverse effect on our operations
or on our business, results of operations and financial condition.
4.
Our international expansion plans subject us to risks inherent in doing business internationally.
Our
long-term business strategy relies on securing investment opportunities in China. We are faced by challenges caused by distance,
language and cultural differences, conflicting and changing laws and regulations, foreign laws, international import and export
legislation, trading and investment policies, foreign currency fluctuations, the burdens of complying with a wide variety of laws
and regulations, protectionist laws and business practices that favor local businesses in some countries, foreign tax consequences,
higher costs associated with doing business internationally, restrictions on the export or import of technology, difficulties
in staffing and managing international operations, trade and tariff restrictions, and variations in tariffs, quotas, taxes and
other market barriers. These risks could harm our business efforts, and materially and adversely affect our operating results
and financial condition.
5.
We face risks associated with currency exchange rate fluctuations, any adverse fluctuation may adversely affect our operating
margins.
Although
we are incorporated in the United States, the majority of our activities are transacted in the currencies of the countries we
operate in. Conducting business in currencies other than U.S. dollars subjects us to fluctuations in currency exchange rates that
could have a negative impact on our reported operating results. Fluctuations in the value of the U.S. dollar relative to other
currencies impact our revenues, cost of revenues and operating margins and result in foreign currency translation gains and losses.
6.
If relations between the United States and China change for the worse, our stock price may decrease and we may have difficulty
accessing the U.S. capital markets.
At
various times during recent years, the United States and the countries we operate in have had disagreements over political and
economic issues. Any political or trade controversies which may arise in the future between the United States and these countries
could adversely affect the market price of our common stock and our ability to access U.S. capital markets.
7.
Governments of the countries in which we operate could change their policies toward private enterprises, which could adversely
affect our business.
Our
business is subject to and may be adversely affected by political and economic uncertainties and social developments in the countries
we operate in. These governments may continue to pursue these policies or may alter them from time to time to our detriment. Changes
in policies, laws and regulations, or in their interpretation or the imposition of confiscatory taxation, restrictions on currency
conversion, restrictions or prohibitions on dividend payments to stockholders, devaluations of currency or the nationalization
or other expropriation of private enterprises could have a material adverse effect on our business. Nationalization or expropriation
could result in the total loss of our investments.
8.
The economic, political and social conditions in the countries we operate in or may operate in, could affect our business.
All
of our business, assets and operations are located outside of the United States. In many respects, the economies of the other
countries we operate in differs from the economies of most developed countries, including government involvement, level of development,
growth rate, control of foreign exchange, and allocation of resources.
In
particular, while the Chinese economy has transitioned from a planned economy to a market-oriented economy and the Chinese government
has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of
productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive
assets in China is still owned by the government. The government continues to play a significant role in regulating industry by
imposing industrial policies. It also exercises significant control over China’s economic growth through the allocation
of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential
treatment to particular industries or companies. Therefore, the Chinese government’s involvement in the economy could adversely
affect our business operations, results of operations and financial condition.
9.
The significant but uneven growth in the economy of China in the past 20 years could have an adverse effect on our business
and results of operations.
The
Chinese government has implemented various measures from time to time to control the rate of economic growth. Some of these measures
benefit the overall economy of China, but may have a negative effect on us.
10.
It may be difficult to serve us with legal process or enforce judgments against our management or us.
All
of our assets are located outside the United States. In addition, our officers and directors are not based in the United States.
As a result, it may not be possible to effect service of process within the United States upon such persons to originate an action
in the United States. Moreover, there is uncertainty that the courts of the countries we operate in will enforce judgments of
U.S. courts against us or our directors and officers based on the civil liability provisions of the securities laws of the United
States or any state, or entertain an original action brought in the countries we operate in based upon the securities laws of
the United States or any state.
Investment
risks:
11.
Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.
Our
shares as penny stocks are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice
requirements on broker/dealers who sell the Company’s securities including the delivery of a standardized disclosure document;
disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly
account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from
its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely
affect a shareholder’s ability to dispose of his stock.
12.
Because we may issue additional shares of common stock in public offerings or private placements, your ownership interest in
us may be diluted.
Because
in the future we may issue shares of common stock to pay for services, to pay for equipment, or to raise money for our operations,
your ownership interest may be diluted which results in your percentage of ownership in us decreasing.
ITEM
2. DESCRIPTION OF PROPERTY
The
Company acquired the Banroy Gold Claim on 18 July 2011, consisting of 16 claims covering an area of 677.52 hectares, being valid
for two years until June 22, 2013 in La Pause Township, Quebec, Canada. The Company allowed the claims to lapse and therefore
wrote off its acquisition costs of $35,000.
On
August 29, 2011, the Company entered into a definitive agreement to acquire the 536 hectare King’s Point, North Block Mining
Concession, located in Newfoundland, Canada consisting of 53 claims. The Company elected to drop its option for the King’s
Point Claim which was disclosed in its October 10, 2013 8K filing and therefore wrote off its acquisition costs of $590,000
ITEM
3. LEGAL PROCEEDINGS
As
of the date of this report, we know of no legal proceedings to which we are a party to, which are pending, threatened or contemplated
or any unsatisfied judgments against us.
ITEM
4. MINE SAFETY DISCLOSURES
N/A.
During
the period covered by this report, no matters requiring a vote were submitted to security holders by means of the solicitation
of proxies.
PART
II
ITEM
5. MARKET FOR REGISTRANT COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our
common stock is traded on the Over-the-Counter Pink Sheets under the symbol “ASPZ” As
of December 31, 2016, we had approximately 99 shareholders of record.
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations for the Year Ended December 31, 2025”
New heading “Operating Expenses and Adjustments”
New heading “Liquidity and Capital Resources”
New heading “Cash and Cash Equivalents”
New heading “Financing Activities”
New heading “Capital Structure”
New heading “Assets and Long-Term Investment Strategy”
New heading “Intangible Assets and Goodwill”
New heading “Property and Equipment”
New heading “Project Development Activities”
New heading “Risks and Uncertainties”
New heading “Limited Revenue Base”
New heading “Intangible Asset Risk”
New heading “Receivable Collection Risk”
Removed heading “Plan of Operation”
Removed heading “Limited Operating History; Need for Additional Capital”
Removed heading “Results of Operations”
Largest changes
“Management evaluates the recoverability of goodwill and intangible assets on at least an annual basis, or more frequently if events or changes in circumstances indicate that impairment may exist. The Company’s assessment considers qualitative and quantitative factors including the current stage of commercialization of its technology platform, expected future project deployments, licensing opportunities, and projected long-term cash flows associated with planned waste-to-fuel and energy conversion projects.”see in full comparison
“Although current revenues remain limited as the Company advances its commercialization strategy, management believes that the underlying technology platform and associated intellectual property continue to provide the potential for future economic benefit. Accordingly, management concluded that no impairment of goodwill or patents was required as of December 31, 2025.”see in full comparison
Full comparison: every changed paragraph (94)
The following discussion should be read in conjunction with our audited financial statements for the years ended December 31, 2024 and 2025 and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements.
Overview
HyOrc Corporation (“HyOrc,” the “Company,” “we,” “us,” or “our”) is currently in the development and early commercialization phase of its business operations. The Company is focused on the development and deployment of proprietary technologies related to energy conversion, waste-to-fuel systems, and engineering and technical services performed through its subsidiaries.
The Company remains in a growth and investment phase. A substantial portion of the Company’s balance sheet consists of goodwill and intellectual property assets arising from prior acquisitions and technology development activities. These assets reflect management’s strategy of building long-term technology capabilities and project development capacity.
As commercialization efforts progress, the Company expects revenue generation to increase through engineering services, technology licensing, and project development activities.
Results of Operations for the Year Ended December 31, 2025
Revenue
For the year ended December 31, 2025, the Company reported revenue of $130,789. Revenue during the year primarily reflects technical service activities performed through the Company’s subsidiary, SRE Power Inc., including engineering and project support services related to power generation projects. Revenue levels remain modest relative to the Company’s asset base, reflecting the Company’s early-stage commercialization activities and continued focus on project development and technology deployment.
Other Income
The Company recorded other income of $15,559 during the year ended December 31, 2025. Other income consisted primarily of non-operating income items recognized during the period.
Operating Expenses and Adjustments
Operating expenses during the year consisted primarily of professional services, administrative costs, contractor expenses, and public company reporting costs required to maintain regulatory compliance.
In addition, several non-cash adjustments were recorded during the period, including:
These non-cash charges reflect management’s review of asset recoverability and settlement of certain services through equity instruments.
Net Loss
For the year ended December 31, 2025, the Company reported a net loss of approximately $551,294, compared to a net loss of approximately $1,632,163 for the year ended December 31, 2024.
The improvement in net loss compared to the prior year primarily reflects lower impairment charges and improved expense control relative to the prior reporting period.
Liquidity and Capital Resources
Cash and Cash Equivalents
As of December 31, 2025, the Company had cash and cash equivalents of approximately $19,417, compared to $176,016 as of December 31, 2024.
The decrease in cash reflects ongoing operating expenditures and the Company’s limited revenue generation during the period. Net cash flows for the year ended December 31, 2025 were as follows:
Operating cash outflows primarily reflect corporate operating expenses and working capital movements during the year.
Financing Activities
During the year ended December 31, 2025, the Company raised capital through equity-related financing activities, including:
Total financing inflows during the year were $168,941.
Subsequent Financing Activity
Subsequent to year end, the Company completed several financing transactions to support working capital and operational activities.
On January 5, 2026, the Company entered into a Regulation S equity subscription agreement for $50,000, followed by an additional Regulation S equity subscription agreement for $10,000 approximately one week later.
In early March 2026, the Company entered into a $150,000 convertible loan agreement with GS Capital.
These financings are expected to provide additional liquidity to support ongoing operations and business development activities.
Receivables
As of December 31, 2025, the Company reported trade receivables of approximately $237,120.
A portion of the Company’s working capital is therefore dependent on the collection of outstanding receivable balances related to engineering services and project-related activities.
Management evaluates the collectability of receivables and recorded a credit loss provision of $95,747 during the year based on its review of recoverability.
Capital Structure
As of December 31, 2025, the Company reported the following equity balances:
The Company is primarily financed through equity capital and does not currently carry significant long-term debt obligations.
Investments
As of December 31, 2025, the Company reported investment balances of approximately $119,310. These investments represent minor non-core holdings and are not considered a primary focus of the Company’s strategic operations.
Assets and Long-Term Investment Strategy
Intangible Assets and Goodwill
As of December 31, 2025, the Company reported:
These assets represent a significant portion of the Company’s total asset base and reflect prior acquisitions and investments in proprietary technology platforms.
The economic value of these assets depends on the Company’s ability to generate future economic benefits through commercialization, licensing, and deployment of its technology platform.
Management evaluates the recoverability of goodwill and intangible assets on at least an annual basis, or more frequently if events or changes in circumstances indicate that impairment may exist. The Company’s assessment considers qualitative and quantitative factors including the current stage of commercialization of its technology platform, expected future project deployments, licensing opportunities, and projected long-term cash flows associated with planned waste-to-fuel and energy conversion projects.
Although current revenues remain limited as the Company advances its commercialization strategy, management believes that the underlying technology platform and associated intellectual property continue to provide the potential for future economic benefit. Accordingly, management concluded that no impairment of goodwill or patents was required as of December 31, 2025.
Property and Equipment
As of December 31, 2025 the Company reported equipment with a carrying value of approximately $2.62 million.
These assets represent operational equipment and infrastructure intended to support the Company’s future project development and commercialization activities.
Project Development Activities
Subsequent to December 31, 2025, the Company entered into a definitive agreement with On Energy and its affiliated entities relating to the development of a waste-to-methanol project in Bulgaria.
The proposed facility is designed to convert pre-processed municipal waste in the form of refuse-derived fuel (“RDF”) into low-carbon methanol and is expected to process approximately 56,000 tonnes of RDF annually, supporting potential methanol production of approximately 18,000 to 20,000 tonnes per year.
The Company expects to participate in the project through technology licensing, engineering services, and project development support.
Management believes this project represents an important step in the Company’s strategy to deploy its waste-to-fuel technology platform in international markets.
The Company had no material off-balance sheet arrangements as of December 31, 2025.
This
section of the report includes a number of forward-looking statements that reflect our current views with respect to future events
and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty
on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject
to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan
of Operation
We
are a development stage Company and have not yet generated or realized any revenues from our current business operations. We are
not going to buy or sell any plant or significant equipment during the next twelve months. We will not conduct any product research
or development. We do not expect significant changes in the number of employees.
Our
specific goal is to identify and secure profitable investment opportunities.
On
January 6, 2015, we signed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares of Asia Innovation
Technology Limited, a Hong Kong corporation (“AITL”), registered in the British Virgin Islands. Pursuant to the Agreement,
the Company agreed to issue 950 million restricted common shares of the Company to the shareholders of AITL in exchange of 100%
of the shares of AITL and all of its assets.
What changed in the latest 10-Q
Risk Factors
Largest changes
“The Company’s convertible notes include conversion features priced at a discount to the Company’s trading price rather than at a fixed price, and are accounted for as derivative liabilities re-measured at fair value each period, which may result in significant non-cash volatility in the Company’s reported results. Because the conversion price is not fixed, a decline in the Company’s stock price could result in a greater number of shares issuable upon conversion, resulting in dilution to existing stockholders. See Note 10 to the financial statements for further discussion.”see in full comparison
Full comparison: every changed paragraph (6)
The
Company has generated minimal revenue in recent periods and has incurred operating losses. For the three months ended MarchJune 31,30, 2026,
the Company reported a net loss of approximately $84,660.$689,712.
The Company’s convertible notes include conversion features priced at a discount to the Company’s trading price rather than at a fixed price, and are accounted for as derivative liabilities re-measured at fair value each period, which may result in significant non-cash volatility in the Company’s reported results. Because the conversion price is not fixed, a decline in the Company’s stock price could result in a greater number of shares issuable upon conversion, resulting in dilution to existing stockholders. See Note 10 to the financial statements for further discussion.
● regulatory and permitting requirements
● political and economic conditions
● foreign currency fluctuations
● supply chain and logistics challenges
Management's Discussion & Analysis (MD&A)
New heading “Business Overview”
New heading “Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025”
New heading “Research, Engineering and Commercialization”
New heading “Management’s Perspective”
New heading “Key Performance Indicators (KPIs)”
New heading “Commercial Project Execution”
New heading “Technology Validation and Independent Verification”
New heading “Commercial Partnerships”
New heading “Financing and Liquidity”
New heading “Commercial Deployment”
New heading “Corporate Development”
New heading “Financing Activities”
New heading “GS Capital Convertible Note”
New heading “Capital Allocation”
New heading “Subsequent Liquidity Events”
New heading “Funding Strategy”
New heading “Corporate Capital”
New heading “Project-Level Financing”
New heading “Government Grants and Non-Dilutive Funding”
New heading “Strategic Capital and Institutional Partnerships”
New heading “Capital Allocation Strategy”
New heading “Commercial Development”
New heading “Portugal – Renewable Methanol Platform”
New heading “United Kingdom – Distributed Power Generation”
New heading “Project Phoenix – Rail Decarbonization”
New heading “Bulgaria – Waste-to-Methanol Development”
New heading “Commercial Strategy”
New heading “Technology Validation”
New heading “Bureau Veritas Process Validation”
New heading “Lux Research Independent Assessment”
New heading “Industry Recognition”
New heading “Engineering Validation”
New heading “Commercial Demonstration”
New heading “Validation Strategy”
New heading “Competitive Position”
New heading “Industry Trends”
New heading “Renewable Methanol”
New heading “Waste as a Strategic Feedstock”
New heading “Industrial Decarbonization”
New heading “Distributed Power Generation”
New heading “Infrastructure Investment”
New heading “Regulatory Environment”
New heading “Management’s Perspective”
New heading “Subsequent Events”
New heading “Regulation S Equity Financing”
New heading “Additional Convertible Financing”
New heading “$7.5 Million Equity Line of Credit”
New heading “European STEP Grant Approval”
New heading “Commercial and Strategic Development”
New heading “Industry Recognition and Strategic Engagement”
Removed heading “Key Developments”
Removed heading “Technology Validation – Waste-to-Methanol”
Removed heading “Portugal – Porto Project”
Removed heading “European Pipeline – Bulgaria”
Removed heading “Capital Strategy”
Removed heading “Balance Sheet Discussion”
Removed heading “Intangible Assets and Goodwill”
Removed heading “Accounts Receivable”
Largest changes
“The Company’s asset base includes goodwill and intellectual property. Management has determined that no impairment indicators were present during the period. The value of these assets is dependent on successful commercialization.”see in full comparison
“The Company continues to operate with limited revenue and ongoing losses. Its ability to continue as a going concern is dependent upon securing additional financing and successfully executing its development strategy. Management believes it can meet its obligations through capital raising and project advancement; however, no assurance can be given.”see in full comparison
Full comparison: every changed paragraph (275)
Executive Overview
HyOrc Corporation is an integrated clean energy infrastructure and technology company focused on the commercialization of proprietary waste-to-energy, renewable methanol, distributed power generation and industrial decarbonization technologies. The Company’s strategy is to convert low-value waste streams into high-value clean energy products through proprietary gasification, syngas conditioning and power generation technologies, while creating multiple long-term revenue streams from equipment sales, engineering services, licensing, project development and renewable fuel production.
During the three months ended June 30, 2026, the Company continued its transition from technology development and validation toward commercial deployment. Management’s primary focus during the quarter was the execution of its first commercial renewable methanol facility in Porto, Portugal, continued engineering and fabrication activities, expansion of strategic commercial relationships, strengthening of the Company’s capital resources, and maintenance of its regulatory and public company reporting obligations.
The Company also continued advancing a number of strategic commercial initiatives during the quarter, including:
Management believes these initiatives provide multiple pathways toward future recurring revenues while reducing dependence on any single project or market. Board discussions throughout the quarter reflected continued progress across these initiatives, including fabrication activities, financing, strategic partnerships and commercialization planning.
A significant milestone during the quarter was the continued fabrication of the Company’s modular waste-to-methanol system intended for deployment in Porto, Portugal. The system is designed to process approximately three tonnes per day of Refuse Derived Fuel (“RDF”) into up to one tonne per day of renewable methanol and is expected to serve as the Company’s first commercial reference facility. Management believes successful deployment of this system will provide an important commercial reference for future larger-scale projects, including the proposed 35 tonne per day RDF to approximately 8 tonne per day renewable methanol facility currently being developed in Portugal.
The Company also continued to strengthen its position within the renewable methanol and clean energy sectors through increased third-party industry recognition and technology validation. During the quarter, HyOrc was featured within the Dow Jones OPIS Global Methanol Report, while continuing to advance independent validation activities and industry engagement intended to support future commercial deployment and institutional financing initiatives. Management believes that continued independent technical validation and industry recognition are important components in reducing commercialization risk and supporting customer, partner and investor confidence.
From a financing perspective, the Company completed a $135,000 aggregate principal amount convertible note financing during the quarter to support ongoing engineering, fabrication and commercialization activities. While the Company remains in the pre-commercial deployment phase and continues to invest in long-term growth initiatives, management believes maintaining adequate liquidity remains essential to executing its commercialization strategy. Subsequent to quarter end, the Company’s liquidity position improved materially through additional equity financing, expanded financing facilities and significant non-dilutive grant funding, further strengthening management’s ability to execute its near-term commercial objectives.
Management believes that the Company has now entered a materially different stage of its development. Historically, capital resources were directed primarily toward technology development, engineering, intellectual property and independent validation. During 2026, the Company’s emphasis has shifted toward fabrication, deployment, commercialization and execution of revenue-generating infrastructure projects. This transition has been supported by continued access to capital, increasing industry recognition, strategic commercial relationships and progress toward commercial-scale project deployment.
Although the Company has not yet achieved sustained commercial revenues, management believes that the progress made during the quarter and subsequent events have substantially advanced HyOrc’s commercialization strategy. The Company remains focused on completing deployment of its first commercial renewable methanol system, converting strategic opportunities into long-term contracts, expanding project financing initiatives and continuing to build an institutional-quality public company capable of supporting future growth, including management’s objective of pursuing a listing on a national securities exchange when appropriate.
Business Overview
HyOrc Corporation is an integrated clean energy infrastructure and technology company focused on developing, owning and commercializing proprietary technologies that convert low-value waste and industrial heat into renewable fuels and clean energy. The Company is building a portfolio of technologies and infrastructure projects designed to address global demand for decarbonization, renewable fuels, distributed power generation and industrial energy efficiency.
The Company’s principal technology platform is based upon the conversion of Refuse Derived Fuel (“RDF”) and other sustainable feedstocks into synthesis gas, which can subsequently be processed into renewable methanol, hydrogen and other valuable energy products. In parallel, the Company continues to develop proprietary Organic Rankine Cycle (“ORC”) power generation systems capable of converting waste heat and external combustion sources into electricity for stationary power generation, transportation and industrial applications.
Management’s strategy is to establish HyOrc as both a technology provider and an infrastructure developer. Rather than relying upon a single revenue source, the Company intends to generate revenues through a combination of equipment sales, engineering and project development services, technology licensing, recurring service agreements, distributed power generation projects, renewable methanol production and participation in long-term infrastructure developments.
The Company believes that renewable methanol represents one of the most significant long-term opportunities within the global energy transition. Increasing demand for low-carbon marine fuels, sustainable industrial feedstocks and renewable chemical products is being driven by tightening environmental regulations, decarbonization initiatives and growing customer demand for commercially viable alternatives to conventional fossil fuels. Management believes that the Company’s proprietary approach of utilizing Refuse Derived Fuel as its primary feedstock offers a significant commercial advantage by combining relatively low-cost feedstock with the potential to generate renewable fuels while simultaneously diverting waste from landfill.
During the quarter, management continued to prioritize development of its first commercial renewable methanol reference facility in Porto, Portugal. This modular facility is designed to process approximately three tonnes per day of RDF into up to one tonne per day of renewable methanol and is intended to demonstrate the commercial performance of the Company’s integrated technology platform under continuous operating conditions. Successful deployment is expected to support future commercial expansion into larger-scale facilities, including the proposed 35 tonne per day RDF to approximately 8 tonne per day renewable methanol project currently under development in Portugal.
In addition to renewable methanol, the Company continues to pursue opportunities in distributed power generation, industrial waste heat recovery, rail decarbonization and other energy infrastructure sectors. During the quarter, management advanced discussions relating to Project Phoenix, the Company’s diesel-to-gas powered locomotive initiative, continued development of distributed power generation opportunities in the United Kingdom, progressed engineering work associated with the Bulgaria waste-to-methanol project, and expanded commercial engagement with strategic partners across Europe. These initiatives reflect management’s strategy of applying the Company’s core technology platform across multiple industrial sectors while diversifying future revenue opportunities.
The Company also continued to strengthen its competitive position through independent technical validation, strategic partnerships and increased industry visibility. Management believes that third-party validation, regulatory compliance and demonstration of commercial performance are essential to reducing technology adoption risk and supporting future customer acquisition, project financing and institutional investment.
As of June 30, 2026, the Company remained in the commercial deployment phase of its business. Although significant investment continues to be directed toward engineering, fabrication, regulatory compliance and commercialization activities, management believes that HyOrc has progressed beyond the technology development stage and is now focused on executing commercial projects capable of generating long-term recurring revenues. The Company’s strategy is to leverage its proprietary intellectual property, growing portfolio of strategic relationships and expanding access to capital to support scalable deployment of its technologies across multiple international markets.
HyOrc
Corporation is a development-stage energy technology company focused on the commercialization of proprietary waste-to-fuel and clean
power generation systems. The Company’s core technologies include refuse-derived fuel (RDF) gasification for methanol production
and externally fired engine systems for distributed power generation.
During
the three months ended March 31, 2026, the Company continued its transition from legacy geothermal operations toward the development
and deployment of its waste-to-methanol and clean energy platform. This transition reflects a strategic repositioning toward scalable
industrial projects supported by project-level financing and strategic partnerships.
At
present, the Company’s activities are primarily focused on advancing project development, securing capital, and validating its
technology platform. Accordingly, revenue generation remains limited and is expected to increase upon successful execution and commissioning
of planned projects.
Key
Developments
Technology
Validation – Waste-to-Methanol
Subsequent
to the reporting period, the Company achieved independent validation of its RDF-to-methanol process at its R&D facility in India.
The validation confirmed full process functionality, including feedstock preparation, gasification, syngas cleaning, methanol synthesis,
and product recovery, with no material non-conformities identified.
This
milestone materially reduces technical risk and supports the Company’s transition toward commercial deployment.
Portugal
– Porto Project
The
Company continued advancing its planned waste-to-methanol facility in Porto, Portugal, which is intended to serve as its first commercial-scale
deployment of its technology platform. During the period, the Company progressed engineering planning, funding strategy development,
and regulatory positioning in preparation for project execution.
Subsequent
to the reporting period, the Company further advanced the project through the progression of its partnership structure and the submission
of an application under the European Union’s Strategic Technologies for Europe Platform (“STEP”) program, targeting
grant funding to support development and deployment.
These
developments represent meaningful progress toward commercialization of the Company’s waste-to-methanol platform, although no capital
contributions had been made as of March 31, 2026.
European
Pipeline – Bulgaria
The
Company is advancing its integrated waste-to-methanol project in Bulgaria in partnership with On Energy and related entities. Based on
preliminary engineering and regulatory positioning, the project is considered to be at an advanced development stage and is progressing
toward potential construction and implementation, subject to funding and final approvals. The Company is participating in funding initiatives
aligned with EU decarbonization programs, including the Innovation Fund.
This
project supports expansion of the Company’s European pipeline and long-term deployment strategy.
Capital
Strategy
The
Company continues to prioritize capital formation through a combination of equity financing, strategic partnerships, and non-dilutive
funding sources, including grant programs aligned with its project development strategy.
Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
The Company remains in the commercial deployment phase of its development. As a result, operating results for the quarter continue to reflect investment in engineering, commercialization, regulatory compliance and corporate infrastructure rather than mature operating revenues. Management expects the Company’s financial performance to evolve as commercial projects enter operation and begin generating recurring revenues.
RevenueRevenues
Revenue for the three months ended June 30, 2026 was $24,000, compared with $0 for the comparable period in 2025.
The revenue recognized during the quarter primarily represented commission income earned under historical commercial arrangements with Vaigunth EnerTek. Prior to the establishment of HyOrc India Private Limited, EnerTek marketed and supplied equipment incorporating HyOrc’s proprietary technology within India, with HyOrc earning commissions on qualifying equipment sales.
Management expects future commercial activity within India to transition progressively to HyOrc India Private Limited, providing the Company with greater operational control over future projects, customer relationships and revenue generation.
While current revenues remain modest, management believes they are not indicative of the Company’s longer-term revenue potential. The Company’s principal commercial focus remains deployment of renewable methanol production facilities, distributed power generation projects, technology licensing and engineering services, all of which are expected to become more significant contributors to revenue as projects move into commercial operation.
Revenue
for the three months ended March 31, 2026 remained minimal, reflecting the Company’s focus on development activities rather than
operating projects. In the prior year period, revenue was derived from engineering and technical services, which were not a focus during
the current quarter.
Operating expenses during the quarter primarily consisted of:
Operating expenses continued to reflect management’s strategy of investing in the infrastructure necessary to transition the Company from technology development to commercial deployment.
Operating expenses for the quarter also included approximately $234,319 of non-cash director and consultant compensation, settled through the issuance of common stock rather than cash.
As an OTCQB reporting company preparing for continued institutional growth, the Company has experienced increased professional costs associated with SEC reporting, PCAOB audit requirements, legal compliance, corporate governance, investor communications and commercialization activities. Management believes these expenditures are necessary to support the Company’s long-term strategic objectives, including continued access to institutional capital markets and the Company’s objective of pursuing a future national securities exchange listing.
Research, Engineering and Commercialization
During the quarter, the Company continued investing in engineering and fabrication activities associated with its renewable methanol platform.
A significant portion of these activities related to fabrication of the Company’s first commercial modular waste-to-methanol facility for deployment in Porto, Portugal. This project represents an important transition from technology validation toward commercial execution and is expected to provide the Company’s first commercial reference installation.
The Company also continued investing in engineering support for Project Phoenix, distributed power generation opportunities, industrial decarbonization projects and further development of its proprietary technology platform. Board updates throughout the quarter reflected continued progress across these initiatives, including Porto fabrication, Platform Energy, GB Railfreight and the Bulgaria project.
Operating
expenses consisted primarily of general and administrative costs, including professional fees, contractor expenses, and public company
compliance costs. The Company continues to maintain a disciplined cost structure while advancing its development activities.
The Company reported a net loss for the quarter as management continued to invest in engineering, commercialization, project execution and public company infrastructure.
Management believes the current level of expenditure reflects the Company’s stage of development and is consistent with its strategy of establishing long-term revenue-generating infrastructure rather than maximizing short-term profitability.
The Company expects operating expenses to remain elevated during the commercial deployment phase as additional engineering, manufacturing, certification, regulatory, financing and project execution activities are undertaken. However, management anticipates that successful deployment of commercial projects will progressively shift the Company’s financial profile from development-related expenditures toward recurring operating revenues.
A significant portion of the net loss for the quarter relates to non-cash charges associated with the accounting for the Company’s convertible notes, including derivative fair value re-measurement, rather than cash operating expenditures. See Note 10 to the financial statements for further discussion.
Management’s Perspective
Management believes that traditional quarterly financial metrics alone do not fully reflect the progress achieved during the period. The Company’s principal objective during the quarter was not short-term earnings generation, but rather execution of key commercial milestones intended to establish the foundation for future recurring revenues.
These milestones included continued fabrication of the Porto commercial facility, advancement of multiple strategic infrastructure projects, expansion of commercial relationships, strengthening of the Company’s financing position and continued enhancement of its visibility within the renewable methanol and clean energy sectors. Management believes these activities significantly advanced the Company’s transition from a technology development business toward a commercially focused clean energy infrastructure company.
Key Performance Indicators (KPIs)
HYOR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding HYOR (13F)
None of the 59 investors we track reported a position in their latest 13F.