P2 Solar, Inc 10-Q for FY2024 Q1

P2 Solar, Inc. (PTOS)

10-Q 2023-08-14 For: 2023-06-30

Added on April 06, 2026

About this 10-Q

P2 Solar, Inc filed this 10-Q on August 14, 2023, covering the quarter ended June 30, 2023 (FY2024 Q1).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $39.67K; compared with $0 a year earlier
Net loss: $25.77K; compared with a net loss of $60.4K a year earlier

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Delaware		98-0234680
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)

UNIT 250, 2411 – 160th Street, Surrey, British Columbia, Canada		V3S 0C8
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

PART I	2

ITEM 1. FINANCIAL STATEMENTS	2

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	15

Background and Overview	15

Results of Operation	15

Liquidity and Capital Resources	16

Commitments and Obligations	17

Off Balance Sheet Arrangements	17

Emerging Growth Company	17

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17

ITEM 4. CONTROLS AND PROCEDURES	18

Disclosure Controls and Procedures	18

Changes in Internal Control over Financial Reporting	18

PART II – OTHER INFORMATION	19

ITEM 1. LEGAL PROCEEDINGS	19

ITEM 1A. RISK FACTORS	19

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	19

ITEM 4. MINE SAFETY DISCLOSURES	19

ITEM 5. OTHER INFORMATION	19

None	19

ITEM 6. EXHIBITS	20

SIGNATURES	21

		Page

Report of Independent Registered Public Accounting Firm		3

Balance Sheets		4

Statements of Operations and Comprehensive Loss		5

Statements of Shareholders’ Deficiency		6

Statements of Cash Flows		7

Notes to Financial Statements		8-14

P2 SOLAR, INC.
(Exact name of registrant as specified in its charter)

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered

	June 30, 2023			March 31, 2023
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	10,172		$	7,644
Accounts receivable		13,774			-
Other receivable		8,615			9,263
Total Current Assets		32,561			16,907

Goodwill		3,168			3,168
TOTAL ASSETS	$	35,729		$	20,075

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	245,727		$	219,896
Accrued interest		272,640			264,482
Promissory notes payable		550,840			544,812
Due to related parties		717,136			677,962
Total Current Liabilities		1,786,343			1,707,152

Total Liabilities		1,786,343			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		(7,987,629	)		(7,961,863	)
Accumulated other comprehensive loss		(373,715	)		(335,944	)
Total Stockholders’ Deficit		(1,750,614	)		(1,687,077	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	35,729		$	20,075

	Three Months Ended
	June 30,
	2023			2022

REVENUE	$	39,667		$	-
Cost of revenue		17,926			-
Gross Profit		21,741			-

OPERATING EXPENSES
General and Administrative expenses	$	5,502		$	45
Professional fees		34,467			13,635
Management salaries- related party		13,941			14,662
Total Operating Expenses		53,910			28,341

OPERATING LOSS		(32,169	)		(28,341	)

OTHER INCOME (EXPENSES)
Interest expense		(7,976	)		(7,871	)
Foreign exchange gain (loss)		13,736			(24,183	)
Other income		643			-
Total Other Income (Expenses)		6,403			(32,054	)

Provision for income taxes		-			-

NET LOSS	$	(25,766	)	$	(60,395	)

COMPREHENSIVE LOSS
Net loss		(25,766	)		(60,395	)
Foreign currency adjustment		(37,771	)		50,163
Total comprehensive loss	$	(63,537	)	$	(10,232	)

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		67,946,513			67,946,513

	Common Stock				Additional					Accumulated 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	)


	Common Stock				Additional					Accumulated 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	)

	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.

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)

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

		June 30,		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		3,776		3,695
Promissory Note - August 2021	Due on demand		22,659		22,168
Promissory Note - August 2021	Due on demand		7,553		7,389
Promissory Note - November 2021	Due on demand		3,021		2,956
Promissory Note - December 2022	Due on demand		7,553		7,389
Promissory Note - February 2023	Due on demand		11,329		11,084
Promissory Note - June 2023	Due on demand		22,659		-
			550,840		544,812
Less: non-current portion of promissory note payable			-		-
Current portion of promissory note payable		$	550,840	$	544,812

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.
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.*

		P2 SOLAR, INC.

Date:	August 14, 2023
		/s/ Raj-Mohinder S. Gurm
		Raj-Mohinder S. Gurm, Chief Executive Officer

Date:	August 14, 2023
		/s/ Raj-Mohinder S. Gurm
		Raj-Mohinder S. Gurm, Chief Financial Officer

1.	I have reviewed this annual report on Form 10-Q of P2 Solar, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 14, 2023	By:	/s/ Raj-Mohinder Gurm
		Raj-Mohinder Gurm
		President and Chief Executive Officer
		(Principal Executive Officer)

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 14, 2023	By:	/s/ Raj-Mohinder Gurm
		Raj-Mohinder Gurm
		President and Chief Executive Officer