Trutankless, Inc 10-Q for FY2025 Q1

Trutankless, Inc. (TKLS)

10-Q 2025-10-09 For: 2025-03-31

Added on April 06, 2026

About this 10-Q

Trutankless, Inc filed this 10-Q on October 9, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).

Headline figures

Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $430.09K; compared with $0 a year earlier
Net loss: $1.6M; compared with a net loss of $405.15K a year earlier
Diluted EPS: -$0.01; compared with -$0.01 a year earlier

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15900 North 78th Street, Suite 200
Scottsdale, AZ		85260
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		19
Item 3. Quantitative and Qualitative Disclosure About Market Risk		24
Item 4. Controls and Procedures		24
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		25
Item 3. Defaults Upon Senior Securities.		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information.		26
Item 6. Exhibits.		27
SIGNATURES		28

	March 31, 2025			December 31, 2024
	(Unaudited)
ASSETS
Current assets
Cash	$	11,404		$	1,004,190
Accounts receivable		107,665			43,523
Prepaid expenses		708,750			1,232,930
Inventory		612,414			350,866
Vendor deposits		613,598			375,652
Total current assets		2,053,831			3,007,161

Other assets
Property, plant and equipment, net		378,882			188,072
Right-to-use asset		951,245			171,016
Trademarks		11,914			11,914
Other assets		63,312			18,947
Total other assets		1,405,353			389,949
Total assets	$	3,459,184		$	3,397,110

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	1,565,696		$	1,232,483
Advances payable - related parties		7,500			7,500
Lease liability		172,478			72,799
Accrued interest payable		417,586			373,998
Accrued interest payable - related parties		727,258			637,365
Royalty liabilities payable		614,345			547,500
Notes payable, net of discounts		920,000			995,000
Notes payable, net of discounts - related parties		3,700,810			4,013,439
Convertible notes payable, net of discounts		308,500			308,500
Convertible notes payable, net of discounts - related parties		750,000			750,000
Total current liabilities		9,184,173			8,938,584

Long-term liabilities
Deferred warranty revenue		2,490			249
Lease liability - long-term		790,855			98,217
Notes payable, net of discounts and current portion		95,000			95,000
Notes payable, net of discounts and current portion - related parties		335,200			160,200
Convertible notes payable, net of discounts and current portion		451,500			451,500
Total long-term liabilities		1,675,045			805,166
Total liabilities		10,859,218			9,743,750

Commitments and contingencies (Note 8)		-			-

Stockholders' deficit
Preferred stock, $0.001 par value, 9,990,000 shares authorized
Preferred stock - Series B, $0.001 par value, 10,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, $0.001 par value, 150,000,000 shares authorized, 130,773,178 and 128,608,178 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		130,773			128,608
Additional paid in capital		71,167,043			70,626,721
Accumulated deficit		(78,697,850	)		(77,101,969	)
Total stockholders' deficit		(7,400,034	)		(6,346,640	)
Total liabilities and stockholders' deficit	$	3,459,184		$	3,397,110

	For the Three Months Ended
	March 31, 2025			March 31, 2024
Net sales	$	430,087		$	-
Cost of sales		325,798			-
Gross profit		104,289			-

Operating expenses
General and administrative expenses		266,666			304,811
Research and development		59,971			177,626
Professional fees		1,145,362			27,565
Depreciation and amortization expense		12,703			-
Total operating expenses		1,484,702			510,002
Operating loss		(1,380,413	)		(510,002	)

Other income (expense)
Other income		46,256			-
Gain on extinguishment of debt		-			276,790
Interest expense		(261,724	)		(171,940	)
Total other income (expense)		(215,468	)		104,850
Net income (loss)	$	(1,595,881	)	$	(405,152	)

Net loss per share - basic and diluted	$	(0.01	)	$	(0.01	)

Weighted average number of common shares - basic		129,936,956			42,471,032

	Preferred Stock				Common Stock				Additional Paid-in		Subscriptions		Accumulated
	Shares		Amount		Shares		Amount		Capital		Payable		Deficit			Total
Balance, December 31, 2024		-	$	-		128,608,178	$	128,608	$	70,626,721	$	-	$	(77,101,969	)	$	(6,346,640	)
Stock issued for services		-		-		1,745,000		1,745		485,242		-		-			486,987
Stock issued for cash		-		-		420,000		420		55,080		-		-			55,500
Net loss for the period		-		-		-		-		-		-		(1,595,881	)		(1,595,881	)
Balance, March 31, 2025		-	$	-		130,773,178	$	130,773	$	71,167,043	$	-	$	(78,697,850	)	$	(7,400,034	)

	March 31, 2025		December 31, 2024
Finished Goods	$	61,770	$	-
Parts		550,644		350,866
Total Inventory	$	612,414	$	350,866

	March 31, 2025			December 31, 2024
Note payable, secured, 5% interest, due on demand	$	28,450		$	28,450
Note payable, secured, 18% interest, due July 25, 2024		40,000			40,000
Note payable, 8% interest, due December 31, 2024		2,047,750			2,319,989
Notes payable, secured, 18% interest, due August 31, 2025		125,000			125,000
Note payabe, secured, 18% interest, due December 31, 2025		1,459,610			1,500,000
Note payable, secured, 12% interest, due April 26, 2026		60,000			60,000
Note payable, secured, 12% interest, due April 30, 2026		100,200			100,200
Note payable, secured, 15% interest, due April 1, 2026		175,000			-
Total notes payable - related party	$	4,036,010		$	4,173,639
Less current portion		(3,700,810	)		(4,013,439	)
Total notes payable - related party - long term	$	335,200		$	160,200

	March 31, 2025			December 31, 2024
Convertible note payable, 12% interest, due March 2025	$	250,000		$	250,000
Convertible note payable, 15% interest, due July 2025		500,000			500,000
Total convertible notes payable - related party	$	750,000		$	750,000
Less current portion		(750,000	)		(750,000	)
Total convertible notes payable - related party - long-term	$	-		$	-

	March 31, 2025			December 31, 2024
Convertible note payable, secured, 12% interest, due August 31, 2019, in default	$	40,000		$	40,000
Convertible note payable, secured, 10% interest, due February 2024		45,000			45,000
Convertible note payable, secured, 12% interest, due Feb 15, 2026		75,000			75,000
Convertible note payable ,12% interest, due May 2020, in default		108,500			108,500
Convertible note payable, 12% interest, due May 25		25,000			25,000
Convertible notes payable, 8% interest, due March 2025		30,000			30,000
Convertible notes payable, 0% interest, due March 2026		76,500			76,500
Convertible notes payable, 12% interest, due April 2026		150,000			150,000
Convertible notes payable, 12% interest, due May 2026		100,000			100,000
Convertible note payable, 12% interest, due June 2026		50,000			50,000
Convertible note payable, 0% interest, due December 2025		60,000			60,000
Total convertible notes payable		760,000			760,000
Less current portion		(308,500	)		(308,500	)
Total convertible notes payable, net of discounts - long-term	$	451,500		$	451,500

Amounts due as of March 31, 2025	Operating Leases
2025	$	238,654
2026		338,385
2027		268,137
2028		255,130
2029		265,336
2030		22,182
Total minimum lease payments		1,387,824
Less: effect of discounting		(424,491	)
Present value of future minimum lease payments		963,333
Less: current obligations under leases		(172,478	)
Long-term lease obligations	$	790,855

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2024		245,637		$	0.50
Warrants granted and assumed		-			-
Warrants expired		(245,637	)		0.50
Warrants canceled		-			-
Warrants exercised		-			-
Balance outstanding and exercisable, March 31, 2025		-		$	-

	·	our ability to diversify our operations;
	·	inability to raise additional financing for working capital;
	·	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;
	·	our ability to attract key personnel;
	·	our ability to operate profitably;
	·	deterioration in general or regional economic conditions;
	·	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
	·	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
	·	the inability of management to effectively implement our strategies and business plan;
	·	inability to achieve future sales levels or other operating results;
	·	the unavailability of funds for capital expenditures;
	·	other risks and uncertainties detailed in this report;

	Three Months Ended
	March 31, 2025			March 31, 2024
Net cash used in operating activities	$	(707,142	)	$	(402,780	)
Net cash used in investing activities		(203,514	)		-
Net cash provided by financing activities		(82,130	)		382,400
Net increase/(decrease) in Cash		(992,786	)		(20,380	)
Cash, beginning		1,004,190			21,453
Cash, ending	$	11,404		$	1,073

Exhibit No.		Description

31.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

By:	/s/ Guy Newman
	Guy Newman, CEO, Principal Financial Officer and Principal Executive Officer

	Date: October 8, 2025

1.	I have reviewed this quarterly report on Form 10-Q of TruTankless, Inc. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement 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 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 the 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 subsidiaries, 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; and

	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 reasonably likely to materially affect, the registrant’s internal control over financial reporting.

	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.

/s/ Guy Newman
Guy Newman
Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer)

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and 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 registrant at the dates and for the periods indicated.