PTOS 10-K & 10-Q changes, risk factors and insider trading
P2 Solar, Inc. · OTC · Construction - Special Trade Contractors · CIK 1172069 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Full comparison: every changed paragraph (15)
The Company has a limited operating history in the solar installation industry and as such may not be successful in overcoming certain risks experienced by early stageearly-stage companies.
The Company has a limited operating history with its solar energy installation products and has been involved primarily in organizational matters. It has also generated limited revenues from its solar energy products to date. Consequently, the Company's operations are subject to all the risks inherent in the establishment of new technology and products in industries within which it is not necessarily familiar. The Company has encountered and will continue to encounter risks and difficulties frequently experienced by early stageearly-stage companies, including the risks described in this document. If these risks are not addressed successfully, the Company's business, financial condition, results of operations, and prospects will be adversely affected, and the market price of its common stock could decline. As such, any predictions about the Company's future revenue and expenses may not be as accurate as they would be if it had a longer operating history in solar energy technology and products or operated in a more predictable market.
The Company's Board of Directors comprises only two members, one of which is also the only officer of the Company, which heightens the risk of conflicts of interest and potential self-dealing. With a limited number of directors, individual decisions and actions may carry greater weight, increasing the potential for personal interests to conflict with the best interests of the Company and its shareholders. For instance, the Chief Executive Officer, who is also athe Director of the Company, will be able to control his own compensation and to approve dealings, if any, by the Company with other entities with which he is also involved.
The small Board size raises concerns about independent oversight and objectivity in corporate governance practices. Conflicts of interest could lead to decisions favoring personal gain or external affiliations over shareholder value, potentially resulting in reputational damage, regulatory scrutiny, and legal liabilities. Although the Chief Executive and Board intendsintend to act fairly and in full compliance with their fiduciary obligations, there can be no assurance that the Company will not, as a result of the conflict of interest described above, sometimes enter into arrangements under terms less beneficial to the Company than it could have obtained had it been dealing with unrelated persons.
The Company's operational structure lacks full-time employees or consultants. Further, consultants and contractors working with the Company are not subjectedsubject to an exclusive contractual relationship with it. Relying on external contractors or temporary consultants may lead to dependency on third-party services, impacting the quality, availability, and consistency of support crucial for achieving the business objectives of the Company. Furthermore, the Company's reliance on external resources may be subject to fluctuations in availability and competition from other organizations, leading to potential delays in project timelines or inefficient scaling of operations. It may also result in variable costs and unexpected expenses due to fluctuations in contractor rates, market conditions, or the need for additional expertise. As a consequence, the budgeting and financial planning of the Company may be impacted. The Company may face challenges in ensuring consistency and meeting expected performance levels, as it may have limited control and oversight over the activities and deliverables of external parties. These risks could adversely affect the Company’s business, financial condition, and results of operations.
The Company’s business will be impaired if it if loses any of the necessary license to operate or if more stringent government regulations are enacted or if the Company fails to comply with the growing number of regulations pertaining to solar energy and consumer financing industries.
Solar electricity currently enjoys a competitive edge over conventional and non-solar renewable sources due to its cost-effectiveness,cost-effectiveness; a trend management expects to continue in the foreseeable future. To promote the adoption of solar electricity and reduce reliance on traditional energy sources, federal, provincial, and local governments in Canada have provided incentives such as feed-in tariffs, rebates, tax credits, and other forms of support to system owners, distributors, system integrators, and solar power system manufacturers.
However, many of these government incentives have expiration dates, may phase out gradually, or depend on allocated funding that can deplete over time. Furthermore, some incentives require renewal by the relevant authorities to sustain their effectiveness. The risk also lies in the possibility of other electric utility companies or generators lobbying for legislative changes that could adversely impact on the solar industry.
The availability of tax-advantaged financing relies on various factors, including financial and credit market conditions, changes in legal or tax risks associated with such financings,financing, and the potential non-renewal or reduction of associated incentives. If government incentivized grants are no longer available for new solar energy systems, changes in laws or interpretations by the Canada Revenue Agency and the courts could reduce funding sources' willingness to provide funds for customers seeking to adopt these solar energy systems. The Company cannot guarantee the continuous availability of this type of financing to its customers. If financing for solar energy systems becomes unattainable, the Company may be unable to offer solar energy systems to new customers on an economically viable basis, which could have a material adverse impact on its business, financial condition, and results of operations.
The solar energy industry may be significantly impacted by adverse economic conditions. Unpredictable changes, such as recession, inflation, increased government intervention, or other economic shifts, could adversely affect the solar energy industry and the Company’s general business strategy. The Company relies on generating additional sources of liquidity and may need to raise additional funds through public or private debt or equity financingsfinancing to fund existing operations or capitalize on opportunities, including acquisitions. Any adverse economic event could have a material adverse impact on the Company's business, results of operations, and financial condition.
Significant developments in alternative technologies, such as advances in other forms of distributed solar power generation, storage solutions such as batteries, the widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of centralized power production may materially and adversely affect the Company’s business and prospects in ways management of the Company do not currently anticipate. Any failure by the Company to adopt new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay deployment of oitsits solar energy systems, which could result in product obsolescence, the loss of competitiveness of the systems the Company sells and installs, decreased revenue and a loss of market share to competitors.
The Company has never declared or paid a cash dividend on its common stock, and management does not anticipate paying cash dividends in the foreseeable future. The Company expects to use future earnings, if any, as well as any capital that may be raised in the future,future to fund business growth. Consequently, a stockholder’s only opportunity to achieve a return on investment would be for the price of the Company’s common stock to appreciate. Management of the Company cannot assure stockholders of a positive return on their investment when they sell their shares, nor can management assure that stockholders will not lose the entire amount of their investment.
There has not been any broad public market for the common stock of the Company, and an active trading market may not develop or be sustained. The trading volume of the common stock of the Company may be and has been limited and sporadic. It is doubtful that a broader or more active public trading market for the common stock of the Company will develop or be sustained.
Additionally, brokers are obligatedobliged to deliver a disclosure schedule prescribed by the SEC, outlining the basis for the suitability determination and the signed, written agreement from the investor before proceeding with any penny stock transaction. There are also mandatory disclosures about the risks of investing in penny stocks, commissions payable to the broker-dealer and registered representative, current quotations for the securities, and the rights and remedies available to investors in case of fraud in penny stock transactions. Furthermore, monthly statements must be provided, including recent price information for the penny stock held in the account and details about the limited market for penny stocks.
In the future, the Company may choose to issue debt or equity securities or incur other financial obligations, including stock dividends and shares exchanged for common units and equity plan shares/units. In the event of liquidation, holders of the Company's debt securities, other loans, and preferred stock will be entitled to receive distributions from its available assets before common stockholders. The Company is not obligated to offer any such additional debt or equity securities to existing stockholders on a pre-emptivepreemptive basis. Consequently, any issuance of additional common stock, whether directly or through convertible or exchangeable securities (such as common units and convertible preferred units), warrants, or options, could result in the dilution of existing common stockholders' holdings. Additionally, the perception of such issuances may negatively impact on the market price of the Company's common stock.
Management's Discussion & Analysis (MD&A)
New heading “April 1, 2023, to March 31, 2024”
New heading “ITEM 1C. CYBERSECURITY.”
New heading “Recent Sales of Unregistered Securities”
New heading “Working Capital (Deficiency)”
Removed heading “Status of any Publicly Announced New Product or Service”
Largest changes
“As reflected in the accompanying audited consolidated financial statements, the Company has an accumulated deficit of $8,110,289 and a net loss of $148,426 for the year ended March 31, 2024. These factors among others raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. …”see in full comparison
“Management believes that the current actions to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.”see in full comparison
“We have designed our business applications to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination of monitoring and detection activities, use of anti-malware applications, employee training, quality audits and communication and reporting structures, among other processes. We have a trained group of people to carry out the activities of monitoring and detection of cybersecurity threats and respond to any cybersecurity threats or incidents. …”see in full comparison
Full comparison: every changed paragraph (75)
ITEM 1. BUSINESSBUSINESS.
The Company was initially organized under the laws of British Columbia, Canada, on November 21, 1990, as Spectrum Trading Inc. The Company’s initial business plan was to import leather products from India and sell them in Canada. However, the supplier in India did not materialize and the Company remained dormant until 1997. In 1997, the Company began the chemical manufacturing business. On May 14, 1999, pursuant to Section 388 of the Delaware General Corporation Law, the Company domesticated to Delaware and began a chemical manufacturing business; these operations were phased out at the end of 2008. Subsequent toAfter the Company’s domestication to Delaware, on September 3, 2004, the Company changed its name to Natco International, Inc. On March 11, 2009, the Company changed its name to P2 Solar, Inc.
April 1, 2023, to March 31, 2024
During the last fiscal year ended March 31, 2025, the Cease Trade Order (CTO) that was placed on the company by British Columbia Securities Commission was revoked on January 22, 2025. As a condition of revocation of CTO, the company had to hold an Annual General Meeting (AGM) of the shareholders within 90 days of the revocation. The company held the AGM on April 15, 2025. At the AGM, along with the usual business company also approved the following
Status of any Publicly Announced New Product or Service
As of the Company's acquisition of Futricity on February 22, 2023, Futricity had $18000 CAD worth of orders for rooftop solar system installations. As of March 31, 2024, the Company has had sales of $166,000 USD for eight solar systems totaling 112 KW. Management believes these developments show promising progress in the Company's new solar energy business line but there is no guarantee all orders will continue to materialize at this pace.
In addition to the above, the Company diligently accesses new opportunities aimed at expanding its product offerings and services to its customers. The Company remains open to engaging in acquisitions of businesses or product lines, that hold the potential of increasing its market position, granting access to new markets, enhancing the Company’s technological capabilities, and create synergistic opportunities.
The Company has no intentions of undertaking product manufacturing for the items it plans to market, sell, and install. The manufacturers responsible for producing these products may engage in research, development, manufacturing, and construction activities that involve the use, generation, and discharge of toxic, volatile, or otherwise hazardous chemicals and wastes.waste. These manufacturers are likely to be subject to various federal, state, and local governmental laws and regulations concerning the acquisition, storage, utilization, and disposal of hazardous materials. Moreover, these laws and regulations may impose significant liabilities for non-compliance or for any environmental contamination resulting from the operations associated with the assets of the Company.
ITEM 1A. RISK FACTORSFACTORS.
The Company has a limited operating history in the solar installation industry and as such may not be successful in overcoming certain risks experienced by early stageearly-stage companies.
The Company has a limited operating history with its solar energy installation products and has been involved primarily in organizational matters. It has also generated limited revenues from its solar energy products to date. Consequently, the Company's operations are subject to all the risks inherent in the establishment of new technology and products in industries within which it is not necessarily familiar. The Company has encountered and will continue to encounter risks and difficulties frequently experienced by early stageearly-stage companies, including the risks described in this document. If these risks are not addressed successfully, the Company's business, financial condition, results of operations, and prospects will be adversely affected, and the market price of its common stock could decline. As such, any predictions about the Company's future revenue and expenses may not be as accurate as they would be if it had a longer operating history in solar energy technology and products or operated in a more predictable market.
The Company's Board of Directors comprises only two members, one of which is also the only officer of the Company, which heightens the risk of conflicts of interest and potential self-dealing. With a limited number of directors, individual decisions and actions may carry greater weight, increasing the potential for personal interests to conflict with the best interests of the Company and its shareholders. For instance, the Chief Executive Officer, who is also athe Director of the Company, will be able to control his own compensation and to approve dealings, if any, by the Company with other entities with which he is also involved.
The small Board size raises concerns about independent oversight and objectivity in corporate governance practices. Conflicts of interest could lead to decisions favoring personal gain or external affiliations over shareholder value, potentially resulting in reputational damage, regulatory scrutiny, and legal liabilities. Although the Chief Executive and Board intendsintend to act fairly and in full compliance with their fiduciary obligations, there can be no assurance that the Company will not, as a result of the conflict of interest described above, sometimes enter into arrangements under terms less beneficial to the Company than it could have obtained had it been dealing with unrelated persons.
The Company's operational structure lacks full-time employees or consultants. Further, consultants and contractors working with the Company are not subjectedsubject to an exclusive contractual relationship with it. Relying on external contractors or temporary consultants may lead to dependency on third-party services, impacting the quality, availability, and consistency of support crucial for achieving the business objectives of the Company. Furthermore, the Company's reliance on external resources may be subject to fluctuations in availability and competition from other organizations, leading to potential delays in project timelines or inefficient scaling of operations. It may also result in variable costs and unexpected expenses due to fluctuations in contractor rates, market conditions, or the need for additional expertise. As a consequence, the budgeting and financial planning of the Company may be impacted. The Company may face challenges in ensuring consistency and meeting expected performance levels, as it may have limited control and oversight over the activities and deliverables of external parties. These risks could adversely affect the Company’s business, financial condition, and results of operations.
The Company’s business will be impaired if it if loses any of the necessary license to operate or if more stringent government regulations are enacted or if the Company fails to comply with the growing number of regulations pertaining to solar energy and consumer financing industries.
Solar electricity currently enjoys a competitive edge over conventional and non-solar renewable sources due to its cost-effectiveness,cost-effectiveness; a trend management expects to continue in the foreseeable future. To promote the adoption of solar electricity and reduce reliance on traditional energy sources, federal, provincial, and local governments in Canada have provided incentives such as feed-in tariffs, rebates, tax credits, and other forms of support to system owners, distributors, system integrators, and solar power system manufacturers.
However, many of these government incentives have expiration dates, may phase out gradually, or depend on allocated funding that can deplete over time. Furthermore, some incentives require renewal by the relevant authorities to sustain their effectiveness. The risk also lies in the possibility of other electric utility companies or generators lobbying for legislative changes that could adversely impact on the solar industry.
The availability of tax-advantaged financing relies on various factors, including financial and credit market conditions, changes in legal or tax risks associated with such financings,financing, and the potential non-renewal or reduction of associated incentives. If government incentivized grants are no longer available for new solar energy systems, changes in laws or interpretations by the Canada Revenue Agency and the courts could reduce funding sources' willingness to provide funds for customers seeking to adopt these solar energy systems. The Company cannot guarantee the continuous availability of this type of financing to its customers. If financing for solar energy systems becomes unattainable, the Company may be unable to offer solar energy systems to new customers on an economically viable basis, which could have a material adverse impact on its business, financial condition, and results of operations.
The solar energy industry may be significantly impacted by adverse economic conditions. Unpredictable changes, such as recession, inflation, increased government intervention, or other economic shifts, could adversely affect the solar energy industry and the Company’s general business strategy. The Company relies on generating additional sources of liquidity and may need to raise additional funds through public or private debt or equity financingsfinancing to fund existing operations or capitalize on opportunities, including acquisitions. Any adverse economic event could have a material adverse impact on the Company's business, results of operations, and financial condition.
Significant developments in alternative technologies, such as advances in other forms of distributed solar power generation, storage solutions such as batteries, the widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of centralized power production may materially and adversely affect the Company’s business and prospects in ways management of the Company do not currently anticipate. Any failure by the Company to adopt new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay deployment of oitsits solar energy systems, which could result in product obsolescence, the loss of competitiveness of the systems the Company sells and installs, decreased revenue and a loss of market share to competitors.
The Company has never declared or paid a cash dividend on its common stock, and management does not anticipate paying cash dividends in the foreseeable future. The Company expects to use future earnings, if any, as well as any capital that may be raised in the future,future to fund business growth. Consequently, a stockholder’s only opportunity to achieve a return on investment would be for the price of the Company’s common stock to appreciate. Management of the Company cannot assure stockholders of a positive return on their investment when they sell their shares, nor can management assure that stockholders will not lose the entire amount of their investment.
There has not been any broad public market for the common stock of the Company, and an active trading market may not develop or be sustained. The trading volume of the common stock of the Company may be and has been limited and sporadic. It is doubtful that a broader or more active public trading market for the common stock of the Company will develop or be sustained.
Additionally, brokers are obligatedobliged to deliver a disclosure schedule prescribed by the SEC, outlining the basis for the suitability determination and the signed, written agreement from the investor before proceeding with any penny stock transaction. There are also mandatory disclosures about the risks of investing in penny stocks, commissions payable to the broker-dealer and registered representative, current quotations for the securities, and the rights and remedies available to investors in case of fraud in penny stock transactions. Furthermore, monthly statements must be provided, including recent price information for the penny stock held in the account and details about the limited market for penny stocks.
In the future, the Company may choose to issue debt or equity securities or incur other financial obligations, including stock dividends and shares exchanged for common units and equity plan shares/units. In the event of liquidation, holders of the Company's debt securities, other loans, and preferred stock will be entitled to receive distributions from its available assets before common stockholders. The Company is not obligated to offer any such additional debt or equity securities to existing stockholders on a pre-emptivepreemptive basis. Consequently, any issuance of additional common stock, whether directly or through convertible or exchangeable securities (such as common units and convertible preferred units), warrants, or options, could result in the dilution of existing common stockholders' holdings. Additionally, the perception of such issuances may negatively impact on the market price of the Company's common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTSCOMMENTS.
ITEM 1C. CYBERSECURITY.
We have implemented cybersecurity risk management procedures, in accordance with our risk profile and business size. We rely on our information technology to operate our business. As such, we have policies and processes designed to protect our information technology systems, some of which are managed by third parties, and resolve issues in a timely manner in the event of a cybersecurity threat or incident.
We have designed our business applications to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination of monitoring and detection activities, use of anti-malware applications, employee training, quality audits and communication and reporting structures, among other processes. We have a trained group of people to carry out the activities of monitoring and detection of cybersecurity threats and respond to any cybersecurity threats or incidents. The Head of IT department is responsible for oversight of cybersecurity risks and addressing potential cybersecurity risks to business programs, employees, clients, vendors and partners. The Head of IT Department reports to our Chief Executive Officer who reports to the Audit Committee at the board-level, as appropriate.
As of March 31, 2025, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements.
ITEM 2. PROPERTIESPROPERTIES.
ITEM 3. LEGAL PROCEEDINGSPROCEEDINGS.
ITEM 4. MINE SAFETY DISCLOSURESDISCLOSURES.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESSECURITIES.
As of MarchJuly 31,8, 2024,2025, there were 67,946,513128,571,513 shares of common stock issued and outstanding and approximately 80 holders of record.
The Company has not declared or paid any cash dividends on its common stock during the fiscal years ended March 31, 20242025 or 2023.2024. There are no restrictions on the common stock that limit theour ability of us to pay dividends if declared by the Board of Directors and the loan agreements and general security agreements covering the Company’s assets do not limit its ability to pay dividends. The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available thereforetherefore, and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Company’s assets, after payment of the liabilities, is less than the aggregate of the Company’s liabilities and stated capital of all classes.
Recent Sales of Unregistered Securities
During the year ended March 31, 2025, the Company issued 1,562,500 shares of common stock valued at $20,000 ($0.0128 per share) for the accounts payable of $14,060 (CAD$20,000).
During the year ended March 31, 2025, the Company issued 20,000,000 shares of common stock valued at $256,000 ($0.0128 per share) for the settlement of note payable of $400,000.
During the year ended March 31, 2025, the Company issued 39,062,500 shares of common stock valued at $500,000 ($0.0128 per share) for the repayment of loan to the Director of $90,858 and accrued management fee of $409,142.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONOPERATION.
During the year ended March 31, 2024,2025, the Company had sales of $166,288$26,382 as compared to sales of $nil$166,288 during the year ended March 31, 2023.2024. The Company started to generate sales from the installation of rooftop solar systems during Q1 ended June 30, 2023 upon the acquisition of Futricity in February 2023.
During the year ended March 31, 2025, the Company had operating expenses of $125,329 as compared to operating expenses of $181,916 during the year ended March 31, 2024, thea Company had operating expensesdecrease of $181,917 as compared to operating expenses of $88,487 during the year ended March 31, 2023, an increase of $93,429,$56,587, or approximately 106%.31%. The increasedecrease in operating expenses was attributed to the increasedecrease in general and administration expenses and professional fees inand supportingsubcontractor the increased business activities resulted from the acquisition of Futricity.costs.
Other Income (Expense)
During the year ended March 31, 2025, the Company had other income of $68,834 as compared to other expenses of $33,485. During the year ended March 31, 2025, the Company recognized gain on loan settlement of $147,232.
Comprehensive Income (Loss)
The Company had comprehensive lossincome of $145,614$63,954 for the year ended March 31, 2024,2025 as compared to a loss and comprehensive loss of $47,948 for the year ended March 31, 2023, a change of $97,666 or approximately 204%. The increase in comprehensive loss for the year ended March 31, 2024 from the year ended March 31, 2023 was primarily attributable to an decrease in foreign currency gain$145,614 for the year ended March 31, 2024. Actual net loss for the year ended March 31, 20242025 was $148,426$34,492 as compared to net loss of $177,528$148,426 for the year ended March 31, 2023.2024.
Liquidity and Capital ResourcesResource
Working Capital (Deficiency)
As of March 31, 2025, the Company’s balance sheet reflects total current assets of $12,462 as compared to $24,358 as of March 31, 2024, thea Company’s audited balance sheet reflects total assetsdecrease of $24,358, as compared to total assets of $16,907 during the fiscal year ended March 31, 2023, an increase of $7,451$11,896 or approximately 44%.49%. The increasedecrease was primarily attributable to ana increasedecrease in accounts receivable andas prepaidcompared expenses.to March 31, 2024.
The audited balance sheet of the Company reflects that as of March 31, 2024,2025, it had total current liabilities of $1,860,218,$1,039,119 as compared to total current liabilities of $1,707,152$1,866,782 at March 31, 2023,2024, ana increasedecrease ofwas $153,066$827,657 or approximately 9%.of The increase was primarily attributable to The increase in due to related parties, convertible notes payable, accounts payable and accrued liabilities and accrued interest.44%.
Working capital deficiency decreased from $1,842,424 as of March 31, 2024 to $1,026,657 as of March 31, 2025, mainly due to the decrease in promissory notes payable and convertible notes payable.
The Company does not have sufficient assets or capital resources to pay its on-going expenses beyond March 31, 2025. Some money for day-to-day expenses can be expected from its subsidiary Futricity Solar, Inc. as that company can fund its own expenses and installations from its own cash flow.
The Company does not have sufficient assets or capital resources to pay its on-going expenses beyond August 15, 2024. In the year ended March 31, 2023 the company raised $55,000 CAD of the total of $110,000 CAD it was allowed to raise under the terms of the partial revocation of the cease trade order imposed by the British Columbia Securities Commission. The Company raised remainder of $55,000 CAD in the year ended March 31, 2024. This money was enough to pay for all Audit and filing-related expenses until September 2023. The company is not allowed to raise any more money until the CTO is revoked. Therefore, the management of the company has been paying for the company expenses. The Company has filed for final revocation of the cease trade order in September 2023 with the British Columbia Securities Commission. British Columbia Securities Commission is still reviewing the file. However, the company does not have the funds to continue its business plan. Some money for day-to-day expenses can be expected from its subsidiary Futricity Solar, Inc. as that company can fund its own expenses and installations from its own cash flow.
The Company estimates that the total aggregate costs for expansion for solar installation business will be roughly $2,000,000. The Company anticipates that it will attempt to raise money from individual investors by selling convertible preferred shares. The Company is currently working on the terms of the preferred shares. Furthermore, the Company has had preliminary discussions with a number of groups regarding the financing; management is hopeful that the Company will be able to obtain financing. However, none of this can be done until the cease trade order is revoked by the British Columbia securities Commission. Therethere is no guarantee that it will be successful in raising any additional capital. If management is unable to finance the Company by debt or equity financing, or a combination of the two, management will have to look for other sources of funding to meet the requirements of the Company. That source has not yet been identified.
For the year ended March 31, 2025, net cash used in operating activities was $68,752 related to our net loss of $34,492, increased by gain on loan settlement of $147,232, and decreased by loss on accounts payable settlement of $6,074 and net changes in operating assets and liabilities of $106,898.
For the year ended March 31, 2023, net cash used in operating activities was $54,888, related to our net loss of $177,528, decreased by net changes in operating assets and liabilities of $122,640.
We did not usehave any funds for investing activities for the year ended March 31, 20242025 and 2023.2024.
For the year ending March 31, 2024, net cash provided by financing activities was $19,730 from advancement from related parties of $67,381 and proceed from issuance of promissory notes of $63,025, offset by repayment to related parties of $56,549 and repayment of promissory notes of $54,127.
For the year endingended March 31, 2023,2025, net cash provided by financing activities was $22,634$44,849 from advancement from related parties of $16,629 and proceed from issuance of promissory notes of $25,000,$64,083 offset by repayment to related parties of $18,995.$19,234.
What changed in the latest 10-Q
Risk Factors
Part I, Item 1A. Risk Factors of our 2024 Annual Report on Form 10-K includes a detailed discussion of the risk factors of the Company. Those risks and uncertainties have the potential to materially affect the financial condition and results of operations of the Company. There have been no material changes in the risk factors of the Company from those previously disclosed in Part I, Item 1A, of the 2023 Annual Report of the Company on Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
The Company had comprehensive loss ofsee in full comparison$75,314$32,600 for thesixnine months endedSeptemberDecember30,31, 2024 as compared to comprehensive loss of$68,341$143,204 for thesixnine months endedSeptemberDecember30,31, 2023.TheDuringincreasetheinninecomprehensivemonthslossendedwasDecemberprimarily31,attributable2024toandan2023,increasetheinCompanynetrecognizedlossforeign currency gain of$353$113,348 anda decrease inincurred foreign currency loss of$6,620.$41,248, respectively. Actual net loss for the nine months ended December 31, 2024 was $146,008 as compared to $101,956 for the nine months ended December 31, 2023.
The Company had comprehensivesee in full comparisonlossincome of$58,107$42,654 for the three months endedSeptemberDecember30,31, 2024 as compared to comprehensive loss of$4,803$74,864 for the three months endedSeptemberDecember30,31, 2023. During the three months endedSeptemberDecember30,31,2024,2024 and 2023, the Company recognized foreign currency gain of $121,102 and incurred foreign currency loss of$26,139$40,114,and recognized foreign current gain of $36,637.respectively. Actual net loss for the three months endedSeptemberDecember30,31, 2024 was$31,968$78,448 as compared tonet loss of $41,440$34,750 for the three months endedSeptemberDecember30,31, 2023.
As ofsee in full comparisonSeptemberDecember30,31, 2024, the Company owedFutricitytoSolar,theInc.Directorforand Officer of the Company $6,565 for partial business acquisition cost based on 25% of Futricity’s first year operating income during year ended March 31, 2024. (Note 4) As of December 31, 2024 and March 31, 2024, the total amount due to related parties was $775,624 and $743,156, respectively.
The Company does not have sufficient assets or capital resources to pay its on-going expenses beyond March 31, 2024. During the year ended March 31, 2024, the Company raised CAD $110,000, it was allowed to raise under the terms of the partial revocation of the cease trade order imposed by the British Columbia Securities Commission. This moneysee in full comparisoniswasenoughused to pay for all Audit and filing-related expenses. The Companyhashad filed for final revocation of the cease trade orderandinexpectAugust 2023and the Cease Trade Orderto bewas revokedinontheJanuarynext22,30 to 45 days, however, there is no guarantee that it will happen.2025. However, the company does not have the funds to continue its business plan. Some money for day-to-day expenses can be expected from its subsidiary Futricity Solar, Inc. as that company can fund its own expenses and installations from its own cash flow.
During thesee in full comparisonsixnine months endedSeptemberDecember30,31, 2024 and 2023, the Company incurred management salary to the Director and Officer of$27,404$40,791andand $27,896,$41,639, respectively. As ofSeptemberDecember30,31, 2024 and March 31, 2024, the accrued management salary was$720,284$688,742 and $689,942, respectively. As ofSeptemberDecember30,31, 2024 and March 31, 2024, the total amount due to the Director and Officer was$799,232$767,877 and $741,901 respectively.
During thesee in full comparisonsixnine months endedSeptemberDecember30,31, 2024 and 2023, the Company incurred management salary to the Director and Officer of$27,404$40,791andand $27,896,$41,639, respectively. As ofSeptemberDecember30,31, 2024 and March 31, 2024, the accrued management salary was$720,284$688,742 and $689,942, respectively. As ofSeptemberDecember30,31, 2024 and March 31, 2024, the total amount due to the Director and Officer was$799,232$767,877 and $741,901 respectively.
Full comparison: every changed paragraph (27)
The following discussion and analysis provide information that management of the Company believes is relevant to an assessment and understanding of the results of operation and financial condition of the Company for the three months ended SeptemberDecember 30,31, 2024 as compared to the three months ended SeptemberDecember 30,31, 2023 and the sixnine months ended SeptemberDecember 30,31, 2024 as compared to the sixnine months ended SeptemberDecember 30,31, 2023. The Company’s financial statements are stated in US Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).
Three Month Period ended SeptemberDecember 30,31, 2024 and SeptemberDecember 30,31, 2023
During the three months ended SeptemberDecember 30,31, 2024, the Company had sales of $7,353$3,697 as compared to sales of $92,399$22,168 during the three months ended SeptemberDecember 30,31, 2023. The Company started to generate sales from installation of rooftop solar systems during Q1 ended June 30, 2023 upon the acquisition of Futricity in February 2023.
During the three months ended SeptemberDecember 30,31, 2024, the Company had operating expenses of $38,027$23,452 as compared to operating expenses of $59,403$44,756 during the three months ended SeptemberDecember 30,31, 2023, a decrease of $21,376,$21,304, or approximately 36%.48%. The decrease in operating expenses was attributed to the decrease in professional fees and subcontractor cost.
The Company had comprehensive lossincome of $58,107$42,654 for the three months ended SeptemberDecember 30,31, 2024 as compared to comprehensive loss of $4,803$74,864 for the three months ended SeptemberDecember 30,31, 2023. During the three months ended SeptemberDecember 30,31, 2024,2024 and 2023, the Company recognized foreign currency gain of $121,102 and incurred foreign currency loss of $26,139$40,114, and recognized foreign current gain of $36,637.respectively. Actual net loss for the three months ended SeptemberDecember 30,31, 2024 was $31,968$78,448 as compared to net loss of $41,440$34,750 for the three months ended SeptemberDecember 30,31, 2023.
SixNine Month Period ended SeptemberDecember 30,31, 2024 and SeptemberDecember 30,31, 2023
During the sixnine months ended SeptemberDecember 30,31, 2024, the Company had sales of $22,962$26,659 as compared to sales of $132,066$154,234 during the sixnine months ended SeptemberDecember 30,31, 2023. The Company started to generate sales from installation of rooftop solar systems during Q1 ended June 30, 2023 upon the acquisition of Futricity in February 2023.
During the sixnine months ended SeptemberDecember 3031, 2024, the Company had operating expenses of $72,893$96,346 as compared to operating expenses of $113,314$158,071 during the sixnine months ended SeptemberDecember 30,31, 2023, a decrease of $40,421,$61,725, or approximately 36%.39%. The decrease in operating expenses was attributed to the decrease in professional fees and subcontract cost.
The Company had comprehensive loss of $75,314$32,600 for the sixnine months ended SeptemberDecember 30,31, 2024 as compared to comprehensive loss of $68,341$143,204 for the sixnine months ended SeptemberDecember 30,31, 2023. TheDuring increasethe innine comprehensivemonths lossended wasDecember primarily31, attributable2024 toand an2023, increasethe inCompany netrecognized lossforeign currency gain of $353$113,348 and a decrease inincurred foreign currency loss of $6,620.$41,248, respectively. Actual net loss for the nine months ended December 31, 2024 was $146,008 as compared to $101,956 for the nine months ended December 31, 2023.
Liquidity and Capital ResourcesResource
As of SeptemberDecember 30,31, 2024, the Company’s balance sheet reflects total current assets of $12,795$12,020 as compared to $24,358 as of March 31, 2024, a decrease of $11,563$12,338 or approximately 47%.51%. The decrease was primarily attributable to a decrease in accounts receivable as compared to March 31, 2024.
The balance sheet of the Company reflects that as of SeptemberDecember 30,31, 2024, it had total current liabilities of $1,934,719$1,891,290 as compared to total current liabilities of $1,866,782 at March 31, 2024, an increase of $67,936$24,508 or approximately of 4%.1%.
Working capital deficiency increased from $1,824,424 as of March 31, 2024 to $1,921,924$1,879,271 as of SeptemberDecember 30,31, 2024 mainly due to the increase in due to related partiesparties, andthe increase in accrued interest and the decrease in accounts receivable.
The Company does not have sufficient assets or capital resources to pay its on-going expenses beyond March 31, 2024. During the year ended March 31, 2024, the Company raised CAD $110,000, it was allowed to raise under the terms of the partial revocation of the cease trade order imposed by the British Columbia Securities Commission. This money iswas enoughused to pay for all Audit and filing-related expenses. The Company hashad filed for final revocation of the cease trade order andin expectAugust 2023and the Cease Trade Order to bewas revoked inon theJanuary next22, 30 to 45 days, however, there is no guarantee that it will happen.2025. However, the company does not have the funds to continue its business plan. Some money for day-to-day expenses can be expected from its subsidiary Futricity Solar, Inc. as that company can fund its own expenses and installations from its own cash flow.
For the sixnine months ended SeptemberDecember 30,31, 2024, net cash used in operating activities was $24,686$60,556 related to our net loss of $67,560,$146,008, decreased by net changes in operating assets and liabilities of $42,874.$85,452.
For the sixnine months ended SeptemberDecember 30,31, 2023, net cash providedused byin operating activities was $5,035,$17,959, related to our net loss of $67,207,$101,956, decreased by net changes in operating assets and liabilities of $72,242.$83,997.
We did not have any investing activities for the sixnine months ended SeptemberDecember 30,31, 2024 and 2023.
For the sixnine months ending SeptemberDecember 30,31, 2024, net cash provided by financing activities was $26,472$31,568 from advancement from related parties of $51,666$57,364 offset by repayment to related parties of $25,194.$25,796.
For the sixnine months ending SeptemberDecember 30,31, 2023, net cash provided by financing activities was $23,477$221,397 from advancement from related parties of $43,323$57,235 and proceed from issuance of promissory notes of $63,332$63,022 offset by repayment to related parties of $28,787$44,735 and repayment of promissory notes of $54,391.$54,125.
During the sixnine months ended SeptemberDecember 30,31, 2024 and 2023, the Director and Officer of the Company advanced $51,666$57,364 and $43,323$57,235 to the Company to support operating cost and was repaid of $25,194$25,796 and $28,787,$44,735, respectively.
During the sixnine months ended SeptemberDecember 30,31, 2024 and 2023, the Company incurred management salary to the Director and Officer of $27,404$40,791and and $27,896,$41,639, respectively. As of SeptemberDecember 30,31, 2024 and March 31, 2024, the accrued management salary was $720,284$688,742 and $689,942, respectively. As of SeptemberDecember 30,31, 2024 and March 31, 2024, the total amount due to the Director and Officer was $799,232$767,877 and $741,901 respectively.
As of SeptemberDecember 30,31, 2024 and March 31, 2024, the amount due to another Director of the Company of $1,259$1,181 and $1,255, respectively.
As of SeptemberDecember 30,31, 2024, the Company owed Futricityto Solar,the Inc.Director forand Officer of the Company $6,565 for partial business acquisition cost based on 25% of Futricity’s first year operating income during year ended March 31, 2024. (Note 4) As of December 31, 2024 and March 31, 2024, the total amount due to related parties was $775,624 and $743,156, respectively.
As of September 30, 2024 and March 31, 2024, the total amount due to related parties was $807,057 and $743,156, respectively.
At SeptemberDecember 30,31, 2024, the Company reported notes payable totaling $553,777$548,737 with accrued interest of $310,546.$318,510. All of the notes payable are non-collateralized, carry varied interest rates from 5% to 10% and are due on demand.
During the sixnine months ended SeptemberDecember 30,31, 2024 and 2023, the Company incurred management salary to the Director and Officer of $27,404$40,791and and $27,896,$41,639, respectively. As of SeptemberDecember 30,31, 2024 and March 31, 2024, the accrued management salary was $720,284$688,742 and $689,942, respectively. As of SeptemberDecember 30,31, 2024 and March 31, 2024, the total amount due to the Director and Officer was $799,232$767,877 and $741,901 respectively.
As of SeptemberDecember 30,31, 2024 and March 31, 2024, the amount due to another Director of the Company of $1,259$1,181 and $1,255, respectively.
PTOS 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 PTOS (13F)
None of the 59 investors we track reported a position in their latest 13F.