UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the Quarterly Period Ended December 31, 2023

 

or

 

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

 

For the transition period from ____________ to ____________

 

Commission file number 333-91190

 

P2 SOLAR, INC.

 (Exact name of registrant as specified in its charter)

 

Delaware

 

98-0234680

(State or other jurisdiction of incorporation)

 

(IRS Employer Identification Number)

 

 

 

13718 91 Avenue, Surrey, British Columbia, Canada

 

V3V 7X1

(Address of principal executive offices)

 

(Zip Code)

 

(778) 321-0047

(Registrant’s telephone number, including area code)

 

N/A

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

 

 

 

Securities registered pursuant to Section 12(b) of the Act:  None

 

Title of Each Class

Trading Symbol(s)

Name of each exchange on which registered

 

 

 

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes    ☐ No.

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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

 

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

 

As of February 14, 2023, the Company had 67,946,513 shares issued and outstanding.

 

 

 

 

Table of Contents

 

PART I.

 

4

 

 

 

 

 

ITEM 1. FINANCIAL STATEMENTS.

 

4

 

 

 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

 

16

 

 

 

 

 

Background and Overview.

 

16

 

 

 

 

 

Results of Operation.

 

16

 

 

 

 

 

Liquidity and Capital Resources.

 

18

 

 

 

 

 

Commitments and Obligations.

 

20

 

 

 

 

 

Off Balance Sheet Arrangements.

 

20

 

 

 

 

 

Emerging Growth Company.

 

20

 

 

 

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

20

 

 

 

 

 

ITEM 4. CONTROLS AND PROCEDURES.

 

20

 

 

 

 

 

Disclosure Controls and Procedures.

 

20

 

 

 

 

 

Changes in Internal Control over Financial Reporting.

 

20

 

 

 

 

 

PART II – OTHER INFORMATION.

 

21

 

 

 

 

 

ITEM 1. LEGAL PROCEEDINGS.

 

21

 

 

 

 

 

ITEM 1A. RISK FACTORS.

 

21

 

 

 

 

 

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

 

21

 

 

 

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

21

 

 

 

 

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

21

 

 

 

 

 

ITEM 5. OTHER INFORMATION.

 

21

 

 

 

 

 

ITEM 6. EXHIBITS.

 

22

 

 

 

 

 

SIGNATURES. 

 

23

 

 

 
2

Table of Contents

 

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

 

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THE FORM 10-K OF THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

 

 
3

Table of Contents

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS.

 

P2 SOLAR, INC.

UNAUDITED FINANCIAL STATEMENTS

FOR THE QUARTER ENDED DECEMBER 31, 2023 and 2022

 

 

 

Page

 

 

 

 

 

Balance Sheets

 

5

 

 

 

 

 

Statements of Operations and Comprehensive Loss

 

6

 

 

 

 

 

Statements of Shareholders’ Deficiency

 

7

 

 

 

 

 

Statements of Cash Flows

 

8

 

 

 

 

 

Notes to Financial Statements

 

9-15

 

 

 
4

Table of Contents

 

P2 SOLAR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2023 AND MARCH 31, 2023

 

 

 

December 31,

2023

 

 

March 31,

2023

 

 

 

(Unaudited)

 

 

(Audited)

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$256

 

 

$7,644

 

Accounts receivable

 

 

27,571

 

 

 

-

 

Other receivable

 

 

8,821

 

 

 

9,263

 

Prepaid expense

 

 

3,995

 

 

 

-

 

Total Current Assets

 

 

40,643

 

 

 

16,907

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

3,168

 

 

 

3,168

 

TOTAL ASSETS

 

$43,811

 

 

$20,075

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$284,518

 

 

$219,896

 

Accrued interest

 

 

285,206

 

 

 

264,482

 

Promissory notes payable

 

 

472,290

 

 

 

526,339

 

Convertible notes payable

 

 

83,170

 

 

 

18,473

 

Due to related parties

 

 

748,908

 

 

 

677,962

 

Total Current Liabilities

 

 

1,874,092

 

 

 

1,707,152

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

1,874,092

 

 

 

1,707,152

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Common stock, $0.001 par value; 500,000,000 shares authorized, 67,946,513 shares issued and outstanding

 

 

67,947

 

 

 

67,947

 

Additional paid-in capital

 

 

6,542,783

 

 

 

6,542,783

 

Accumulated deficit

 

 

(8,063,819)

 

 

(7,961,863)

Accumulated other comprehensive loss

 

 

(377,192)

 

 

(335,944)

Total Stockholders’ Deficit

 

 

(1,830,281)

 

 

(1,687,077)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$43,811

 

 

$20,075

 

 

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

 

 
5

Table of Contents

 

P2 SOLAR INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS AND THREE MONTHS ENDED DECEMBER 31, 2023 AND 2022

(UNAUDITED)

 

 

 

 Three Months Ended

 

 

 Nine Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

$22,168

 

 

$-

 

 

$154,234

 

 

$-

 

Cost of revenue

 

 

23,603

 

 

 

-

 

 

 

91,386

 

 

 

-

 

Gross Profit (Loss)

 

 

(1,435)

 

 

-

 

 

 

62,848

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative expenses

 

$21,762

 

 

$853

 

 

$37,965

 

 

$944

 

Professional fees

 

 

9,251

 

 

 

9,132

 

 

 

78,467

 

 

 

26,652

 

Management salaries- related party

 

 

13,743

 

 

 

13,775

 

 

 

41,639

 

 

 

42,774

 

Total Operating Expenses

 

 

44,756

 

 

 

23,760

 

 

 

158,071

 

 

 

70,370

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

(46,191)

 

 

(23,760)

 

 

(95,223)

 

 

(70,370)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(8,352)

 

 

(7,842)

 

 

(24,446)

 

 

(23,573)

Foreign exchange loss

 

 

19,796

 

 

 

(19,806)

 

 

17,073

 

 

 

(92,585)

Other income (expense)

 

 

(3)

 

 

-

 

 

 

640

 

 

 

-

 

Total Other Income (Expenses)

 

 

11,441

 

 

 

(27,647)

 

 

(6,733)

 

 

(116,157)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(34,750)

 

$(51,409)

 

$(101,956)

 

$(186,529)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE LOSS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(34,750)

 

 

(51,409)

 

 

(101,956)

 

 

(186,529)

Foreign currency adjustment

 

 

(40,114)

 

 

(20,126)

 

 

(41,248)

 

 

132,538

 

Total comprehensive loss

 

$(74,864)

 

$(71,535)

 

$(143,204)

 

$(53,991)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

 

67,946,513

 

 

 

67,946,513

 

 

 

67,946,513

 

 

 

67,946,513

 

 

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

 

 
6

Table of Contents

 

P2 SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS AND THREE MONTHS ENDED DECEMBER 31, 2023 AND 2022

(UNAUDITED)

 

Nine Months Ended December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

Other

 

 

Total

 

 

 

Number of Shares

 

 

Amount

 

 

Paid-In

Capital

 

 

Accumulated

Deficit

 

 

Comprehensive

Loss

 

 

Stockholders'

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 31, 2023

 

 

67,946,513

 

 

$67,947

 

 

$6,542,783

 

 

$(7,961,863)

 

$(335,944)

 

$(1,687,077)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(37,771)

 

 

(37,771)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(25,766)

 

 

-

 

 

 

(25,766)

Balance - June 30, 2023

 

 

67,946,513

 

 

$67,947

 

 

$6,542,783

 

 

$(7,987,629)

 

$(373,715)

 

$(1,750,614)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

36,637

 

 

 

36,637

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(41,440)

 

 

-

 

 

 

(41,440)

Balance - September 30, 2023

 

 

67,946,513

 

 

$67,947

 

 

$6,542,783

 

 

$(8,029,069)

 

$(337,078)

 

$(1,755,417)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(40,114)

 

 

(40,114)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(34,750)

 

 

-

 

 

 

(34,750)

Balance - December 31, 2023

 

 

67,946,513

 

 

$67,947

 

 

$6,542,783

 

 

$(8,063,819)

 

$(377,192)

 

$(1,830,281)

 

Nine Months Ended December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

Other

 

 

Total

 

 

 

Number of Shares

 

 

Amount

 

 

Paid-In

Capital

 

 

Accumulated

Deficit

 

 

Comprehensive

Loss

 

 

Stockholders'

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 31, 2022

 

 

67,946,513

 

 

$67,947

 

 

$6,542,783

 

 

$(7,784,335)

 

$(465,524)

 

$(1,639,129)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50,163

 

 

 

50,163

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(60,395)

 

 

-

 

 

 

(60,395)

Balance - June 30, 2022

 

 

67,946,513

 

 

$67,947

 

 

$6,542,783

 

 

$(7,844,730)

 

$(415,361)

 

$(1,649,362)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

102,501

 

 

 

102,501

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(74,725)

 

 

-

 

 

 

(74,725)

Balance - September 30, 2022

 

 

67,946,513

 

 

$67,947

 

 

$6,542,783

 

 

$(7,919,455)

 

$(312,860)

 

$(1,621,587)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(20,126)

 

 

(20,126)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(51,409)

 

 

-

 

 

 

(51,409)

Balance - December 31, 2022

 

 

67,946,513

 

 

$67,947

 

 

$6,542,783

 

 

$(7,970,864)

 

$(332,986)

 

$(1,693,122)

 

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

 

 
7

Table of Contents

 

P2 SOLAR INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2023 AND 2022

(UNAUDITED)

 

 

 

 Nine Months Ended

 

 

 

 December 31,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(101,956)

 

$(186,529)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(27,036)

 

 

-

 

Other receivable

 

 

644

 

 

 

(110)

Prepaid expense

 

 

(3,918)

 

 

3,616

 

Accounts payable and accrued liabilities

 

 

58,366

 

 

 

43,330

 

Accrued interest

 

 

14,302

 

 

 

42,776

 

Management salary payable

 

 

41,639

 

 

 

42,774

 

Net cash used in operating activities

 

 

(17,959)

 

 

(54,142)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advancement from related parties

 

 

57,235

 

 

 

12,191

 

Repayment to related parties

 

 

(44,735)

 

 

(7,308)

Repayment of promissory notes

 

 

(54,125)

 

 

-

 

Proceed from issuance of convertible notes

 

 

63,022

 

 

 

7,616

 

Net cash provided by financing activities

 

 

21,397

 

 

 

12,499

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(10,826)

 

 

36,515

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

(7,388)

 

 

(5,128)

Cash and cash equivalents - beginning of period

 

 

7,644

 

 

 

10,257

 

Cash and cash equivalents - end of period

 

$256

 

 

$5,129

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$3,799

 

 

$-

 

Cash paid for income taxes

 

$-

 

 

$-

 

 

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

 

 
8

Table of Contents

 

P2 SOLAR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

(UNAUDITED)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

The Company was incorporated as Spectrum Trading Inc. under the laws of the Province of British Columbia, Canada, on November 21, 1990. On May 14, 1999, the Company was discontinued in British Columbia and was reincorporated as Spectrum International Inc. in the State of Delaware, U.S.A. Effective September 3, 2004, the Company changed its name from Spectrum International Inc. to Natco International Inc. On March 11, 2009, the Company changed its name from Natco International Inc. to P2 Solar, Inc. The Company’s current business operations are focused on the construction of rooftop solar systems residential and commercial buildings in British Columbia, Canada.

 

On February 22, 2023, the Company acquired all outstanding shares of Futricity Solar, Inc., a corporation specializing in solar system installing which is owned by the Director and Officer of the Company. Futricity Solar Inc. has become a wholly owned subsidiary of the Company.

 

On November 24, 2022, British Columbia Securities Commission (BCSC) issued a “Partial Revocation Order” of the “Cease Trade Order” (CTO) that was issued on March 6, 2015, on all securities trading of the Company. Under the Partial Revocation Order, the Company will be allowed to complete a private placement in the province of British Columbia (the Private Placement) of up to $110,000 by way of the issuance of debt securities that are convertible into common shares at $0.03 per share. The Company reasonably believes that the proceeds raised will be sufficient to bring its continuous disclosure obligations up to date and pay all related outstanding fees and provide it with sufficient working capital to continue its business. Once all filings are up to date, the Company intends to apply to have the BC CTO fully revoked.

 

NOTE 2 - GOING CONCERN UNCERTAINTY

 

As reflected in the accompanying condensed consolidated financial statements, the Company has an accumulated deficit of $8,063,819 and a net loss of $101,956 for the nine months ended December 31, 2023. 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. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

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.

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a March 31 fiscal year end.

 

Basis of Consolidation

 

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Futricity Solar, Inc. All material intercompany balances and transactions have been eliminated.

 

 
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Foreign Currency Translations

 

The Company’s reporting currency is U.S. (USD) dollar and functional currency for the Company and its wholly owned subsidiary is Canadian dollar (CAD). All transactions initiated CAD are translated into U.S. dollars in accordance with ASC 830-30, Translation of Financial Statements,” as follows:

 

 

1)

Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.

 

 

 

 

2)

Equity at historical rates.

 

 

 

 

3)

Revenue and expense items at the average rate of exchange prevailing during the period.

 

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. Gains and losses from foreign currency transactions are included in earnings in the period of settlement.

 

 

 

Nine Months

Ended

 

 

Nine Months

Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Spot USD: CAD exchange rate

 

 

1.3226

 

 

 

1.3544

 

Average USD: CAD exchange rate

 

 

1.3487

 

 

 

1.3130

 

 

Use of Estimates

 

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

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  As of December 31, 2023 and March 31, 2023, the Company had cash of $256 and $7,644, respectively, and had no cash equivalents.

 

Accounts Receivable

 

Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.

 

As of December 31, 2023 and March 31, 2023, the Company had accounts receivable of $27,571 and $0, respectively.

 

As of December 31, 2023, the Company has three customers contributed over 10% of the accounts receivable at 46%, 25% and 41%, respectively.

 

 
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Other Receivable

 

Other receivable relates to Goods and services tax (GST) recoverable of $8,821 and $9,263 as of December 31, 2023 and March 31, 2023, respectively.

 

Prepaid Expense

 

Prepaid expense relates to legal retainer made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year. As of December 31, 2023 and March 31, 2023, prepaid expense was $3,995 and $0, respectively.

 

Long-Lived Assets

 

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

 

Accounts Payable

 

Accounts Payable comprised of trade payable to vendors of $284,518 and $219,896 as of December 31, 2023 and March 31, 2023, respectively.

 

Related Parties

 

We follow ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (see Note 6)

 

Fair Value of Financial Instruments

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including accounts payable and accrued liabilities. are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

Level 1 -

quoted prices in active markets for identical assets or liabilities

 

 

Level 2 -

quoted prices for similar assets and liabilities in active markets or inputs that are observable

 

 

Level 3 -

inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

 

Convertible Financial Instruments

 

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP.

 

 
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When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On April 1, 2021, the Company chose to early adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance.

 

Impairment of tangible and intangible assets

 

Tangible and intangible assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. The asset's recoverable amount is the higher of an assets or cash-generating unit's fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of assets.

 

Goodwill

 

We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

 

Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.

 

The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit.

 

On February 22, 2023, the Company acquired all outstanding shares of Futricity Solar, Inc., which generated goodwill of $3,168 (CAD 4,287). The Company has accounted for the transaction in accordance with ASC 805 “Business Combinations.” (see Note 4)

 

Based on the Company’s analysis of goodwill as of December 31, 2023 no indicators of impairment exist. No impairment loss on goodwill was recognized for the nine months ended December 31, 2023.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of products and services in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

 

Step 1: Identify the contract(s) with customers.

 

Step 2: Identify the performance obligations in the contract.

 

Step 3: Determine the transaction price.

 

Step 4: Allocate the transaction price to performance obligations.

 

Step 5: Recognize revenue when the entity satisfies a performance obligation.

 

 
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The Company’s revenue derives from installation of rooftop solar systems. For the nine months ended December 31, 2023 and 2022, the Company recognized revenue of $154,234 and $0 and incurred cost of sales of $91,386 and $0, resulting in gross profit of $62,848 and $0, respectively.

 

During the nine months ended December 31, 2023, the Company has five customers contributed over 10% of total sales at 46%, 16%, 14%, 11% and 11%.

 

During the nine months ended December 31, 2023, all the Company sales revenue were derived from Canada.

 

Net Income (Loss) per Share

 

The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period.

   

 

 

 Three Months Ended

 

 

 Nine Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(34,750)

 

$(51,409)

 

$(101,956)

 

$(186,529)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

 

67,946,513

 

 

 

67,946,513

 

 

 

67,946,513

 

 

 

67,946,513

 

 

Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company. For the nine months ended December 31, 2023 convertible notes were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

 

 

 

December 31,

2023

 

 

 

(Shares)

 

Convertible Notes

 

 

3,666,667

 

 

Recently Issued Accounting Pronouncements

 

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We adopted the new standard effective April 1, 2021 and there was no material impact on the Company’s financial statements.

 

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. 

 

NOTE 4 - ACQUISITIONS

 

On February 22, 2023, the Company acquired all outstanding shares of Futricity Solar, Inc., a corporation specializing in solar system installation which is owned by the Director and Officer of the Company. Futricity Solar Inc. has become a wholly owned subsidiary of the Company. The purchase price is equal to 25% of future Operating Income of Futricity Solar, Inc. for the next five years calculated annually to be paid in cash annually for the next five years, payable on April 30th every year starting in 2024 with the last payment to be due on April 30, 2028.

 

The following table summarizes the fair value of the consideration paid by the Company:

 

Total Purchase Price

 

$-

 

 

 

 

 

 

Bank

 

 

6

 

Total identifiable assets

 

 

6

 

 

 

 

 

 

Shareholder Loan

 

 

(2,196 )

GST Payable

 

 

(977 )

Total identifiable liabilities

 

 

(3,173 )

 

 

 

 

 

Net assets (liabilities)

 

 

(3,168 )

Goodwill

 

$3,168

 

 

 
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NOTE 5 - PROMISSORY NOTES PAYABLE  AND CONVERTIBLE NOTES PAYABLE

 

Promissory Notes 

 

As of December 31, 2023 and March 31, 2023, the promissory notes payable to non-affiliates are summarized as follows:

 

 

 

 

 

December 31,

 

 

March 31,

 

Note

 

Expiry Date

 

2023

 

 

2023

 

Promissory Note - September 2011

 

Due on demand

 

$47,090

 

 

$47,090

 

Promissory Note - October 2013

 

Due on demand

 

 

25,000

 

 

 

25,000

 

Promissory Note - November 2013

 

Due on demand

 

 

80,000

 

 

 

80,000

 

Promissory Note - November 2013

 

Due on demand

 

 

30,000

 

 

 

30,000

 

Promissory Note - December 2013

 

Due on demand

 

 

30,000

 

 

 

30,000

 

Promissory Note - January 2014

 

Due on demand

 

 

10,000

 

 

 

10,000

 

Promissory Note - February 2014

 

Due on demand

 

 

10,000

 

 

 

10,000

 

Promissory Note - March 2014

 

Due on demand

 

 

10,000

 

 

 

10,000

 

Promissory Note - May 2014

 

Due on demand

 

 

5,000

 

 

 

5,000

 

Promissory Note - July 2014

 

Due on demand

 

 

10,200

 

 

 

10,200

 

Promissory Note - September 2014

 

Due on demand

 

 

15,000

 

 

 

15,000

 

Promissory Note - September 2015

 

Due on demand

 

 

200,000

 

 

 

200,000

 

Promissory Note - January 2018

 

Due on demand

 

 

-

 

 

 

17,841

 

Promissory Note - June 2021

 

Due on demand

 

 

-

 

 

 

3,695

 

Promissory Note - August 2021

 

Due on demand

 

 

-

 

 

 

22,168

 

Promissory Note - August 2021

 

Due on demand

 

 

-

 

 

 

7,389

 

Promissory Note - November 2021

 

Due on demand

 

 

-

 

 

 

2,956

 

 

 

 

 

 

472,290

 

 

 

526,339

 

Less: non-current portion of promissory note payable

 

 

 

 

-

 

 

 

-

 

Current portion of promissory note payable

 

 

 

$472,290

 

 

$526,339

 

 

During the nine months ended December 31, 2023, the Company repaid in full the promissory note payable to Azariah Zemarium in the amount of $17,841 (CAD24,000).

 

During the nine months ended December 31, 2023, the Company repaid promissory notes of $36,331 (CAD 49,000).

 

 
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Convertible Notes

 

As of December 31, 2023 and March 31, 2023, the convertible notes payable to non-affiliates are summarized as follows:

 

 

 

 

 

December 31,

 

 

March 31,

 

Note

 

Expiry Date

 

2023

 

 

2023

 

Convertible Note - December 2022

 

Due on demand

 

$7,561

 

 

$7,389

 

Convertible Note - February 2023

 

Due on demand

 

 

11,341

 

 

 

11,084

 

Convertible Note - June 2023

 

Due on demand

 

 

22,683

 

 

 

-

 

Convertible Note - August 2023

 

Due on demand

 

 

15,122

 

 

 

-

 

convertible Note - September 2023

 

Due on demand

 

 

26,463

 

 

 

-

 

 

 

 

 

 

83,170

 

 

 

18,473

 

Less: non-current portion of convertible note payable

 

 

 

 

-

 

 

 

-

 

Current portion of convertible note payable

 

 

 

$83,170

 

 

$18,473

 

 

During the nine months ended December 31, 2023, the Company issued convertible notes to non-affiliates totaling $63,0222 (CAD85,000). The convertible notes are due on demand, bear interest rate of 5% per annum and are convertible into common stock at CAD0.03 per share

 

During the nine months ended December 31, 2023 and 2022, the Company incurred interest expense on promissory notes and convertible notes of $24,446 and $23,573, respectively. During the nine months ended December 31, 2023, the Company repaid accrued interest of $3,799 (CAD5,124). As of December 31, 2023 and March 31, 2023, the accrued interest on the promissory notes and convertible notes was $285,206 and $264,482, respectively. 

 

NOTE 6- RELATED PARTY TRANSACTIONS

 

During the nine months ended December 31, 2023 and 2022, the Director and Officer of the Company advanced $57,235 and $12,191 to the Company to support operating cost and was repaid of $44,735 and $7,308, respectively.

 

During the nine months ended December 31, 2023 and 2022, the Company incurred management salary to the Director and Officer of $41,639and $42,774, respectively. As of December 31, 2023 and March 31, 2023, the accrued management salary was $692,689 and $635,477, respectively. As of December 31, 2023 and March 31, 2023, the total amount due to the Director and Officer was $748,908 and $676,706 respectively.

 

As of December 31, 2023 and March 31, 2023, the amount due to another Director of the Company of $1,285 and $1,256, respectively.

 

The loans to the related parties are unsecured, due on demand and non-interest bearing.

 

As of December 31, 2023 and March 31, 2023, the total amount due to related parties was $748,908 and $677,962, respectively.

 

NOTE 7 - EQUITY

 

Authorized Stock

 

The Company has authorized 500,000,000 common voting shares with a par value of $0.001 per share. The Company has authorized 5,000,000 shares of preferred stock with a par value of $0.001 per share. The holders of preferred stock have no rights except as determined by the Board of Directors of the Company and/or provided by Delaware General Corporate Law.

 

Common Stock

 

As of December 31, 2023 and March 31, 2023, the issued and outstanding common stock was 67,946,513 shares.

 

NOTE 8 - SUBSEQUENT EVENTS

 

Subsequent to December 31, 2023, and through the date that these financials were issued, the Company had the Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation, no events have occurred that require disclosure.

 

There have been no significant subsequent events.

 

 
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

 

Background and Overview

 

P2 Solar, Inc., incorporated in the State of Delaware, has been in existence as a Company (including its predecessor British Columbia Corporation) since 1990.   the Company’s current business operations are focused on the construction and installation of residential and commercial rooftop and ground mount solar energy systems in Canada. The Company is currently an emerging stage company.

 

The Company has limited revenues and is dependent upon financing to continue basic operations. Management intends to rely upon advances or loans from management, significant stockholders or third parties to meet the cash requirements of the Company, but the Company has not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to the Company in the future. These factors raise substantial doubt as to the ability of the Company to continue as a going concern.

 

Results of Operation

 

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 and nine months ended December 31, 2023, as compared to the three months and nine months ended December 31, 2022.  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 December 31, 2023 and December 31, 2022

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

December 31,

 

 

Change

 

 

Change

 

 

 

2023

 

 

2022

 

 

Amount

 

 

Percentage

 

Revenue

 

$22,168

 

 

$-

 

 

$22,168

 

 

 

100%

Cost of Goods Sold

 

 

23,603

 

 

 

-

 

 

 

23,603

 

 

 

100%

Gross Profit

 

 

(1,435)

 

 

-

 

 

 

(1,435)

 

 

100%

Operating expenses

 

 

44,756

 

 

 

23,760

 

 

 

20,995

 

 

 

88%

Loss from operations

 

 

(46,191)

 

 

(23,760)

 

 

(22,431)

 

 

94%

Other expenses

 

 

11,441

 

 

 

(27,647)

 

 

39,089

 

 

 

-141%

Net Loss

 

$(34,750)

 

$(51,409)

 

$16,659

 

 

 

-32%

Foreign currency adjustment

 

 

(40,114)

 

 

(20,126)

 

 

(19,988)

 

 

99%

Comprehensive income (loss)

 

 

(74,864)

 

 

(71,535)

 

 

(3,329)

 

 

5%

 

Gross Profit

 

The Company started to generate sales from installation of rooftop solar systems during Q1 ended June 30, 2023. During the three months ended December 31, 2023 and 2022, the Company recognized revenue of $22,168 and $nil and incurred cost of sales of $23,603 and $nil, resulting in gross loss of $1,435 and $nil, respectively.

 

Operating Expenses

 

During the three months ended December 31, 2023, the Company had operating expenses of $44,756 as compared to operating expenses of $23,760 during the three months ended December 31, 2022, an increase of $20,995 or approximately 88%. The increase in operating expenses was primarily attributable to an increase in general and administrative expenses due to increased business activities.

 

 
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Loss and Comprehensive Loss

 

The Company had comprehensive loss of $74,864 for the three months ended December 31, 2023, as compared to comprehensive loss of $71,535 for the three months ended December 31, 2022, a change of $3,329 or approximately 5%. The increase in comprehensive income for the three months ended December 31, 2023 from the three months ended December 31, 2022 was primarily attributable to an increase in foreign currency loss for the three months ended December 31, 2023.  Actual net loss for the three months ended December 31, 2023 was $34,750 as compared to net loss of $51,409 for the three months ended December 31, 2022.

 

Nine Month Period ended December 31, 2023 and December 31, 2022

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

 

 

December 31,

 

 

Change

 

 

Change

 

 

 

2023

 

 

2022

 

 

Amount

 

 

Percentage

 

Revenue

 

$154,234

 

 

$-

 

 

$154,234

 

 

 

100%

Cost of Goods Sold

 

 

91,386

 

 

 

-

 

 

 

91,386

 

 

 

100%

Gross Profit

 

 

62,848

 

 

 

-

 

 

 

62,848

 

 

 

100%

Operating expenses

 

 

158,071

 

 

 

70,370

 

 

 

87,700

 

 

 

125%

Loss from operations

 

 

(95,223)

 

 

(70,370)

 

 

(24,853)

 

 

35%

Other expenses

 

 

(6,733)

 

 

(116,157)

 

 

109,425

 

 

 

-94%

Net Loss

 

$(101,956)

 

$(186,529)

 

$84,573

 

 

 

-45%

Foreign currency adjustment

 

 

(41,248)

 

 

132,538

 

 

 

(173,786)

 

 

-131%

Comprehensive income (loss)

 

 

(143,204)

 

 

(53,991)

 

 

(89,213)

 

 

165%

 

Gross Profit

 

The Company started to generate sales from installation of rooftop solar systems during Q1 ended June 30, 2023. During the nine months ended December 31, 2023 and 2022, the Company recognized revenue of $154,234 and $nil and incurred cost of sales of $91,386 and $nil, resulting in gross profit of $62,848 and $nil, respectively.

 

Operating Expenses

 

During the nine months ended December 31, 2023, the Company had operating expenses of $158,071 as compared to operating expenses of $70,370 during the nine months ended December 31, 2022, an increase of $87,700 or approximately 125%. The increase in operating expenses was primarily attributable to an increase in professional fees and general and administrative expenses.  The increase in professional fees during the nine months ended December 31, 2023 was due to an increase in audit fees for the completion of an audit of its financial statements for the years ended March 31, 2023, 2022 and 2021.

 

Loss and Comprehensive Loss

 

The Company had comprehensive loss of $143,204 for the nine months ended December 31, 2023, as compared to comprehensive loss of $53,991 for the nine months ended December 31, 2022, a change of $89,213 or approximately 165%.  The increase in comprehensive loss for the nine months ended December 31, 2023 compared to the nine months ended December 31, 2022 was primarily attributable to an increase in foreign currency loss for the nine months ended December 31, 2023.  Actual net loss for the nine months ended December 31, 2023 was $101,956 as compared to net loss of $186,529 for the nine months ended December 31, 2022.

 

 
17

Table of Contents

 

Liquidity and Capital Resources

 

Working Capital (Deficiency)

 

 

 

December 31,

 

 

March 31,

 

 

Change

 

 

Change

 

 

 

2023

 

 

2023

 

 

Amount

 

 

Percentage

 

Current Assets

 

$40,643

 

 

$16,907

 

 

$23,736

 

 

 

140%

Current Liabilities

 

 

1,874,092

 

 

 

1,707,152

 

 

 

166,940

 

 

 

10%

Working Capital (Deficiency)

 

$(1,833,449)

 

$(1,690,245)

 

 

(143,204)

 

 

8%

 

As of December 31, 2023, the Company’s balance sheet reflects total current assets of $40,643 as compared to $16,907 as of March 31, 2023, an increase of $23,736 or approximately 140%.  The increase was primarily attributable to an increase in accounts receivable and prepaid expenses as compared to March 31, 2023. The Company’s subsidiary, Futricity Solar, Inc, started producing income during the nine months ended December 31, 2023.

 

The balance sheet of the Company reflects that as of December 31, 2023, it had total current liabilities of $1,874,092 as compared to total current liabilities of $1,707,152 at March 31, 2023, an increase of $166,940 or approximately 10%.  The increase was primarily attributable to the increase in accounts payable of $64,622, increase in due to related parties of $70,946 and increase in accrued interest of $20,724.

 

Working capital deficiency increased from $1,690,245 as of March 31, 2023 to $1,833,449 as of December 31, 2023 mainly due to the increase in accounts payable, due to related parties and accrued interest.

 

The Company does not have sufficient assets or capital resources to pay its on-going expenses beyond 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 is enough to pay for all Audit and filing-related expenses.  The Company has filed for final revocation of the cease trade order and expect the Cease Trade Order to be revoked in the next 30 to 45 days, however, there is no guarantee that it will happen.  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.

 

To date, the Company has primarily financed its operations through equity investment from investors, shareholder loans, and credit facilities from Canadian chartered banks and increases in payables and share subscriptions. Most of the financing has been debt financing from related and unrelated parties.   Currently, the estimated fixed costs of the Company are approximately $5,000 per month; that figure includes $500 for general and administrative expenses, $3,500 for professional fees, and $1,000 for miscellaneous expenses. The Company will have to raise approximately $5,000 per month to cover operating expenses, and additional funds to cover the expansion of solar installation business.

 

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, there 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.   

 

The financial statements have been prepared on the going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Operations to date have been primarily financed by long-term debt and equity transactions as well as increases in payables and related party loans. The future operations of the Company are dependent upon the identification and successful completion of additional long-term or permanent equity financing, the continued support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurance that it will be successful. If the Company is not successful in raising further capital it will be required to reduce operations or liquidate assets. Management of the Company will continue to evaluate the projected expenditure of the Company relative to its available cash and to seek additional means of financing in order to satisfy working capital and other cash requirements.

 

 
18

Table of Contents

 

Cash Flows

 

 

 

Nine Months Ended

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Cash used in Operating Activities

 

$(17,959)

 

$(54,142)

Cash used in Investing Activities

 

 

-

 

 

 

-

 

Cash provided by Financing Activities

 

 

21,237

 

 

 

12,499

 

Effects on changes in foreign exchange rate

 

 

(10,826)

 

 

36,515

 

Net changes in cash during period

 

$(7,388)

 

$(5,128)

 

Operating Activities

 

For the nine months ended December 31, 2023, net cash used in operating activities was $17,959 related to our net loss of $101,956, decreased by net changes in operating assets and liabilities of $83,997.

 

For the nine months ended December 31, 2022, net cash used in operating activities was $54,142, related to our net loss of $186,529, decreased by net changes in operating assets and liabilities of $132,387.

 

Investing Activities

 

We did not have any investing activities for the nine months ended December 31, 2023 and 2022.

 

Financing Activities

 

For the nine months ending December 31, 2023, net cash provided by financing activities was $21,397 from advancement from related parties of $57,235 and proceed from issuance of promissory notes of $63,022, offset by repayment to related parties of $44,735 and repayment of promissory notes of $54,125.

 

For the nine months ending December 31, 2022, net cash provided by financing activities was $12,499 from advancement from related parties of $12,191 and proceed from issuance of convertible notes of $7,616 offset by repayment to related parties of $7,308.

 

Related party Transactions

 

During the nine months ended December 31, 2023 and 2022, the Director and Officer of the Company advanced $57,235 and $12,191 to the Company to support operating cost and was repaid of $44,735 and $7,308, respectively.

 

During the nine months ended December 31, 2023 and 2022, the Company incurred management salary to the Director and Officer of $41,639and $42,774, respectively. As of December 31, 2023 and March 31, 2023, the accrued management salary was $692,689 and $635,477, respectively. As of December 31, 2023 and March 31, 2023, the total amount due to the Director and Officer was $748,908 and $676,706 respectively.

 

As of December 31, 2023 and March 31, 2023, the amount due to another Director of the Company of $1,285 and $1,256, respectively.

 

The loans to the related parties are unsecured, due on demand and non-interest bearing.

 

As of December 31, 2023 and March 31, 2023, the total amount due to related parties was $748,908 and $677,962, respectively.

 

 
19

Table of Contents

 

Commitments and Obligations

 

At December 31, 2023, the Company reported notes payable totaling $555,460 with accrued interest of $285,206. All of the notes payable are non-collateralized, carry varied interest rates from 5% to 10% and are due on demand.

 

During the nine-month period ended December 31, 2023 and 2022, the Company incurred management salary to its Chief Executive Officer of $41,639 and $42,774, respectively. As of December 31, 2023 and March 31, 2023, the accrued management salary was $692,689 and $635,477, respectively. As of December 31, 2023 and March 31, 2023, the total amount due to the Director and Officer was $$747,623 and $676,706 respectively.

 

As of December 31, 2023, and March 31, 2023, the amount due to another Director of the Company was $1,285 and $1256, respectively.

 

The loans and amounts owing to the related parties are unsecured, due on demand and non-interest bearing.

 

Off Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements.

 

Emerging Growth Company

 

The Company qualifies as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). A company qualifies as an emerging growth company if it has total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year and, as of December 8, 2011, had not sold common equity securities under a registration statement. Under the JOBS Act the Company is permitted to, and intends to, rely on exemptions from certain disclosure requirements.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period. The financial statements of the Company may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act of 1934) that are designed to ensure that information required to be disclosed in the filings of the Company under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow management of the Company to make timely decisions regarding required disclosure. The Chief Executive Officer of the Company, who serves as the principal executive officer and principal financial officer of the Company, evaluated the effectiveness of the disclosure controls and procedures of the Company as of the end of the period covered by this report and he determined that the disclosure controls and procedures of the Company were not effective due to a control deficiency. During the period the Company did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of the information of the Company. Due to the size and operations of the Company management is unable to remediate this deficiency until it is able to attract additional directors and officers and other personnel.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) that occurred during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting of the Company.

 

 
20

Table of Contents

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

None.

 

ITEM 1A. RISK FACTORS.

 

Part I, Item 1A. Risk Factors of our 2023 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.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

Not Applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
21

Table of Contents

 

ITEM 6. EXHIBITS.

 

3.1(i)

 

Restated Certificate of Incorporation, incorporated herein by reference to Form 10-K filed with the U.S. Securities and Exchange Commission on July 1, 2005.

3.1(ii)

 

Restated Certificate of Incorporation, incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on September 18, 2008.

3.1(ii)

 

Restated Certificate of Incorporation, incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on March 19, 2009.

3.2

 

Bylaws, incorporated herein by reference from Form 10-K filed with the U.S. Securities and Exchange Commission on July 1, 2005.

10.1

 

Agreement for the Acquisition of Futricity Solar, Inc. by P2 Solar, Inc. dated February 19, 2023, incorporated herein by reference from Form 10-K filed with the U.S. Securities and Exchange Commission on August 8, 2023.

10.2

 

Employment Contract between Spectrum International Inc. and Raj-Mohinder Gurm dated April 12, 1999, incorporated herein by reference from Form 10-K filed with the U.S. Securities and Exchange Commission on July 1, 2005.

31.1

 

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2

 

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1

 

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 

32.2

 

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 

 

101

 

SCH XBRL Schema Document.*

101

 

INS XBRL Instance Document.*

101

 

CAL XBRL Taxonomy Extension Calculation Linkbase Document.*

101

 

LAB XBRL Taxonomy Extension Label Linkbase Document.*

101

 

PRE XBRL Taxonomy Extension Presentation Linkbase Document.*

101

 

DEF XBRL Taxonomy Extension Definition Linkbase Document.*

 

 
22

Table of Contents

 

SIGNATURES

 

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

 

 

 

P2 SOLAR, INC.

 

 

 

 

 

Date:

February 14, 2024

 

 

 

 

 

/s/ Raj-Mohinder Gurm

 

 

Raj-Mohinder S. Gurm, Chief Executive Officer

 

 

 

 

 

Date:

February 14, 2024

 

 

 

 

 

/s/ Raj-Mohinder Gurm

 

 

Raj-Mohinder S. Gurm, Chief Financial Officer

 

 

 
23

 

nullnullnullnullv3.24.0.1
Cover - shares
9 Months Ended
Dec. 31, 2023
Feb. 14, 2024
Cover [Abstract]    
Entity Registrant Name P2 SOLAR, INC.  
Entity Central Index Key 0001172069  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --03-31  
Entity Small Business false  
Entity Shell Company false  
Entity Emerging Growth Company true  
Entity Current Reporting Status Yes  
Document Period End Date Dec. 31, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Entity Ex Transition Period false  
Entity Common Stock Shares Outstanding   67,946,513
Entity File Number 333-91190  
Entity Incorporation State Country Code DE  
Entity Tax Identification Number 98-0234680  
Entity Address Address Line 1 13718 91 Avenue  
Entity Address City Or Town British Columbia  
Entity Address Postal Zip Code V3V 7X1  
City Area Code 778  
Local Phone Number 321-0047  
Document Quarterly Report true  
Document Transition Report false  
Entity Address Country CA  
Entity Interactive Data Current Yes  
Entity Address Address Line 2 Surrey  
v3.24.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Dec. 31, 2023
Mar. 31, 2023
Current Assets    
Cash $ 256 $ 7,644
Accounts receivable 27,571 0
Other receivable 8,821 9,263
Prepaid expense 3,995 0
Total Current Assets 40,643 16,907
Goodwill 3,168 3,168
TOTAL ASSETS 43,811 20,075
Current Liabilities    
Accounts payable and accrued liabilities 284,518 219,896
Accrued interest 285,206 264,482
Promissory notes payable 472,290 526,339
Convertible notes payable 83,170 18,473
Due to related parties 748,908 677,962
Total Current Liabilities 1,874,092 1,707,152
Total Liabilities 1,874,092 1,707,152
Stockholders' Deficit    
Common stock, $0.001 par value; 500,000,000 shares authorized, 67,946,513 shares issued and outstanding 67,947 67,947
Additional paid-in capital 6,542,783 6,542,783
Accumulated deficit (8,063,819) (7,961,863)
Accumulated other comprehensive loss (377,192) (335,944)
Total Stockholders' Deficit (1,830,281) (1,687,077)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 43,811 $ 20,075
v3.24.0.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2023
Mar. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS    
Common stock, shares par value $ 0.001 $ 0.001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 67,946,513 67,946,513
Common stock, shares outstanding 67,946,513 67,946,513
v3.24.0.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)        
REVENUE $ 22,168 $ 0 $ 154,234 $ 0
Cost of revenue 23,603 0 91,386 0
Gross Profit (Loss) (1,435) 0 62,848 0
OPERATING EXPENSES        
General and Administrative expenses 21,762 853 37,965 944
Professional fees 9,251 9,132 78,467 26,652
Management salaries- related party 13,743 13,775 41,639 42,774
Total Operating Expenses 44,756 23,760 158,071 70,370
OPERATING LOSS (46,191) (23,760) (95,223) (70,370)
OTHER INCOME (EXPENSES)        
Interest expense (8,352) (7,842) (24,446) (23,573)
Foreign exchange loss 19,796 (19,806) 17,073 (92,585)
Other income (expense) (3) 0 640 0
Total Other Income (Expenses) 11,441 (27,647) (6,733) (116,157)
Provision for income taxes 0 0 0 0
NET LOSS (34,750) (51,409) (101,956) (186,529)
COMPREHENSIVE LOSS        
Net loss (34,750) (51,409) (101,956) (186,529)
Foreign currency adjustment (40,114) (20,126) (41,248) 132,538
Total comprehensive loss $ (74,864) $ (71,535) $ (143,204) $ (53,991)
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 67,946,513 67,946,513 67,946,513 67,946,513
v3.24.0.1
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (UNAUDITED) - USD ($)
Total
Common Stock
Additional Paid-In Capital
Retained Earnings (Accumulated Deficit)
Accumulated other comprehensive loss
Balance, shares at Mar. 31, 2022   67,946,513      
Balance, amount at Mar. 31, 2022 $ (1,639,129) $ 67,947 $ 6,542,783 $ (7,784,335) $ (465,524)
Foreign exchange translation adjustment 50,163 0 0 0 50,163
Net loss (60,395) $ 0 0 (60,395) 0
Balance, shares at Jun. 30, 2022   67,946,513      
Balance, amount at Jun. 30, 2022 (1,649,362) $ 67,947 6,542,783 (7,844,730) (415,361)
Balance, shares at Mar. 31, 2022   67,946,513      
Balance, amount at Mar. 31, 2022 (1,639,129) $ 67,947 6,542,783 (7,784,335) (465,524)
Foreign exchange translation adjustment 132,538        
Net loss (186,529)        
Balance, shares at Dec. 31, 2022   67,946,513      
Balance, amount at Dec. 31, 2022 (1,693,122) $ 67,947 6,542,783 (7,970,864) (332,986)
Balance, shares at Jun. 30, 2022   67,946,513      
Balance, amount at Jun. 30, 2022 (1,649,362) $ 67,947 6,542,783 (7,844,730) (415,361)
Foreign exchange translation adjustment 102,501 0 0 0 102,501
Net loss (74,725) $ 0 0 (74,725) 0
Balance, shares at Sep. 30, 2022   67,946,513      
Balance, amount at Sep. 30, 2022 (1,621,587) $ 67,947 6,542,783 (7,919,455) (312,860)
Foreign exchange translation adjustment (20,126) 0 0 0 (20,126)
Net loss (51,409) $ 0 0 (51,409) 0
Balance, shares at Dec. 31, 2022   67,946,513      
Balance, amount at Dec. 31, 2022 (1,693,122) $ 67,947 6,542,783 (7,970,864) (332,986)
Balance, shares at Mar. 31, 2023   67,946,513      
Balance, amount at Mar. 31, 2023 (1,687,077) $ 67,947 6,542,783 (7,961,863) (335,944)
Foreign exchange translation adjustment (37,771) 0 0 0 (37,771)
Net loss (25,766) $ 0 0 (25,766) 0
Balance, shares at Jun. 30, 2023   67,946,513      
Balance, amount at Jun. 30, 2023 (1,750,614) $ 67,947 6,542,783 (7,987,629) (373,715)
Balance, shares at Mar. 31, 2023   67,946,513      
Balance, amount at Mar. 31, 2023 (1,687,077) $ 67,947 6,542,783 (7,961,863) (335,944)
Foreign exchange translation adjustment (41,248)        
Net loss (101,956)        
Balance, shares at Dec. 31, 2023   67,946,513      
Balance, amount at Dec. 31, 2023 (1,830,281) $ 67,947 6,542,783 (8,063,819) (377,192)
Balance, shares at Jun. 30, 2023   67,946,513      
Balance, amount at Jun. 30, 2023 (1,750,614) $ 67,947 6,542,783 (7,987,629) (373,715)
Foreign exchange translation adjustment 36,637 0 0 0 36,637
Net loss (41,440) $ 0 0 (41,440) 0
Balance, shares at Sep. 30, 2023   67,946,513      
Balance, amount at Sep. 30, 2023 (1,755,417) $ 67,947 6,542,783 (8,029,069) (337,078)
Foreign exchange translation adjustment (40,114) 0 0 0 (40,114)
Net loss (34,750) $ 0 0 (34,750) 0
Balance, shares at Dec. 31, 2023   67,946,513      
Balance, amount at Dec. 31, 2023 $ (1,830,281) $ 67,947 $ 6,542,783 $ (8,063,819) $ (377,192)
v3.24.0.1
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
9 Months Ended
Dec. 31, 2023
Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (101,956) $ (186,529)
Changes in operating assets and liabilities:    
Accounts receivable (27,036) 0
Other receivable 644 (110)
Prepaid expense (3,918) 3,616
Accounts payable and accrued liabilities 58,366 43,330
Accrued interest 14,302 42,776
Management salary payable 41,639 42,774
Net cash used in operating activities (17,959) (54,142)
CASH FLOWS FROM FINANCING ACTIVITIES    
Advancement from related parties 57,235 12,191
Repayment to related parties (44,735) (7,308)
Repayment of promissory notes (54,125) 0
Proceed from issuance of convertible notes 63,022 7,616
Net cash provided by financing activities 21,397 12,499
Effect of exchange rate changes on cash (10,826) 36,515
Net change in cash and cash equivalents (7,388) (5,128)
Cash and cash equivalents - beginning of period 7,644 10,257
Cash and cash equivalents - end of period 256 5,129
Supplemental Cash Flow Disclosures    
Cash paid for interest 3,799 0
Cash paid for income taxes $ 0 $ 0