Trutankless, Inc 10-Q for FY2025 Q2

Trutankless, Inc. (TKLS)

10-Q 2025-10-31 For: 2025-06-30

Added on April 06, 2026

About this 10-Q

Trutankless, Inc filed this 10-Q on October 31, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).

Headline figures

Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $94.45K; up 715.4% from $11.58K a year earlier
Net loss: $1.24M; compared with a net loss of $1.08M a year earlier
Diluted EPS: $0.01; unchanged from $0.01 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

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		25
Item 4. Controls and Procedures		25
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.		26
Item 1A. Risk Factors		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		26
Item 3. Defaults Upon Senior Securities.		27
Item 4. Mine Safety Disclosures		27
Item 5. Other Information.		27
Item 6. Exhibits.		28
SIGNATURES		29

	June 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
Current assets
Cash	$	12,047		$	1,004,190
Accounts receivable		37,630			43,523
Prepaid expenses		215,207			1,232,930
Inventory		1,200,319			350,866
Vendor deposits		774,663			375,652
Total current assets		2,239,866			3,007,161

Other assets
Property, plant and equipment, net		409,243			188,072
Right-to-use asset		906,367			171,016
Trademarks		11,914			11,914
Other assets		61,531			18,947
Total other assets		1,389,055			389,949
Total assets	$	3,628,921		$	3,397,110

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	1,784,387		$	1,232,483
Advances payable - related parties		7,500			7,500
Lease liability		182,915			72,799
Accrued interest payable		422,067			373,998
Accrued interest payable - related parties		803,560			637,365
Royalty liabilities payable		609,552			547,500
Notes payable, net of discounts		890,000			995,000
Notes payable, net of discounts - related parties		5,112,587			4,013,439
Convertible notes payable, net of discounts		702,500			308,500
Convertible notes payable, net of discounts - related parties		750,000			750,000
Total current liabilities		11,265,068			8,938,584

Long-term liabilities
Deferred warranty revenue		2,988			249
Lease liability - long-term		739,120			98,217
Notes payable, net of discounts and current portion		-			95,000
Notes payable, net of discounts and current portion - related parties		-			160,200
Convertible notes payable, net of discounts and current portion		50,000			451,500
Total long-term liabilities		792,108			805,166
Total liabilities		12,057,176			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, 131,708,178 and 128,608,178 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		131,708			128,608
Additional paid in capital		71,382,608			70,626,721
Accumulated deficit		(79,942,571	)		(77,101,969	)
Total stockholders' deficit		(8,428,255	)		(6,346,640	)
Total liabilities and stockholders' deficit	$	3,628,921		$	3,397,110

	For the Three Months Ended						For the Six Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Net sales	$	94,454		$	11,584		$	524,541		$	11,584
Cost of sales		76,451			-			402,249			-
Gross profit		18,003			11,584			122,292			11,584

Operating expenses
General and administrative expenses		160,800			537,175			427,466			841,986
Research and development		789			241,931			60,760			419,557
Professional fees		818,856			7,500			1,964,218			35,065
Depreciation and amortization expense		19,376			-			32,079			-
Total operating expenses		999,821			786,606			2,484,523			1,296,608
Operating loss		(981,818	)		(775,022	)		(2,362,231	)		(1,285,024	)

Other income (expense)
Other income		-			73			46,256			73
Gain (loss) on extinguishment of debt		-			(166,800	)		-			109,990
Interest expense		(179,653	)		(141,852	)		(441,377	)		(313,792	)
Financing incentive expense		(83,250	)		-			(83,250	)		-
Total other income (expense)		(262,903	)		(308,579	)		(478,371	)		(203,729	)
Net income (loss)	$	(1,244,721	)	$	(1,083,601	)	$	(2,840,602	)	$	(1,488,753	)

Net loss per share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)

Weighted average number of common shares - basic		131,454,497			88,885,462			130,700,968			65,714,511

	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	)
Stock issued for services		-		-		500,000		500		105,250		-			-			105,750
Stock issued for financing incentives		-		-		185,000		185		83,065		-			-			83,250
Stock issued for cash		-		-		250,000		250		27,250		-			-			27,500
Net loss for the period		-		-		-		-		-		-			(1,244,721	)		(1,244,721	)
Balance, June 30, 2025		-	$	-		131,708,178	$	131,708	$	71,382,608	$	-		$	(79,942,571	)	$	(8,428,255	)

	Preferred Stock				Common Stock				Additional Paid-in		Subscriptions			Accumulated
	Shares		Amount		Shares		Amount		Capital		Payable			Deficit			Total
Balance, December 31, 2023		10,000	$	10		38,773,230	$	38,773	$	57,717,685	$	1,462,480		$	(66,665,913	)	$	(7,446,965	)
Stock issued for financing incentives		-		-		1,050,000		1,050		1,458,450		(1,459,500	)		-			-
Stock issued for conversion of notes payable		-		-		3,000,000		3,000		117,000		-			-			120,000
Stock issued for cash		-		-		300,000		300		14,700		-			-			15,000
Stock issued for services		-		-		750,000		750		223,500		-			-			224,250
Net loss for the Period		-		-		-		-		-		-			(405,152	)		(405,152	)
Balance, March 31, 2024		10,000		10		43,873,230		43,873		59,531,335		2,980			(67,071,065	)		(7,492,867	)
Stock issued for conversion of notes payable		-		-		47,853,281		47,853		1,641,897		-			-			1,689,750
Stock issued for services		-		-		1,600,000		1,600		627,310		-			-			628,910
Net loss for the period		-		-		-		-		-		-			(1,083,601	)		(1,083,601	)
Balance, June 30, 2024		10,000	$	10		93,326,511	$	93,326	$	61,800,542	$	2,980		$	(68,154,666	)	$	(6,257,808	)

	June 30, 2025		December 31, 2024
Accounts receivable		37,630		43,523
Allowance for doubtful accounts		-		-
Total	$	37,630	$	43,523

	June 30, 2025		December 31, 2024
Finished Goods	$	755,936	$	-
Parts		444,383		350,866
Total Inventory	$	1,200,319	$	350,866

	June 30, 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		3,165,049			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		1,452,388			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		56,700			100,200
Note payable, secured, 15% interest, due April 1, 2026		185,000			-
Total notes payable - related party	$	5,112,587		$	4,173,639
Less current portion		(5,112,587	)		(4,013,439	)
Total notes payable - related party - long term	$	-		$	160,200

	June 30, 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	$	-		$	-

	June 30, 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		26,000			30,000
Convertible notes payable, 0% interest, due March 2026		73,000			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		752,500			760,000
Less current portion		(702,500	)		(308,500	)
Total convertible notes payable, net of discounts - long-term	$	50,000		$	451,500

Amounts due as of June 30, 2025	Operating Leases
2025	$	157,307
2026		338,385
2027		268,137
2028		255,130
2029		265,336
2030		22,182
Total minimum lease payments		1,306,477
Less: effect of discounting		(384,442	)
Present value of future minimum lease payments		922,035
Less: current obligations under leases		(182,915	)
Long-term lease obligations	$	739,120

	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, June 30, 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;

	Six Months Ended
	June 30, 2025			June 30, 2024
Net cash used in operating activities	$	(1,628,341	)	$	(824,269	)
Net cash used in investing activities		(253,250	)		-
Net cash provided by financing activities		889,448			803,400
Net increase/(decrease) in Cash		(992,143	)		(20,869	)
Cash, beginning		1,004,190			21,453
Cash, ending	$	12,047		$	584

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 31, 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.