P2 Solar, Inc. Files 2024 10-K with $67.9M in Assets

TL;DR

P2 Solar (formerly NATCO/SPECTRUM) filed its 2024 10-K: $67.9M assets, lots of notes. Check it.

AI Summary

P2 Solar, Inc. filed its 10-K for the fiscal year ending March 31, 2024, reporting a total asset value of $67,946,513. The company, formerly known as NATCO INTERNATIONAL INC. and SPECTRUM INTERNATIONAL INC., is incorporated in Delaware and operates in the construction special trade contractors sector. The filing details various financial instruments including promissory notes and convertible notes.

Why It Matters

This 10-K filing provides a comprehensive overview of P2 Solar, Inc.'s financial health and operational status for the fiscal year 2024, crucial for investors and stakeholders to assess the company's performance and future prospects.

Risk Assessment

Risk Level: medium — The filing indicates a company with significant financial instruments and a history of name changes, suggesting potential complexity and evolving business strategies.

Key Numbers

• $67.9B — Total Assets (Reported for the fiscal year ending March 31, 2024.)
• 03-31 — Fiscal Year End (The company's fiscal year concludes on this date annually.)
• DE — State of Incorporation (P2 Solar, Inc. is incorporated in Delaware.)

Key Players & Entities

• P2 Solar, Inc. (company) — Filer
• NATCO INTERNATIONAL INC. (company) — Former company name
• SPECTRUM INTERNATIONAL INC (company) — Former company name
• Delaware (location) — State of incorporation
• $67,946,513 (dollar_amount) — Total assets for fiscal year 2024
• March 31, 2024 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.0047 — was approximately $ 244,550 based on a $0.0047 average bid and asked price on such dat
• $110,000 — private placement of an amount of up to $110,000 CAD by way of the issuance of debt secu
• $0.03 — t are convertible into common shares at $0.03 CAD per share (the "Offering"). Managem
• $10,000 — issued a promissory note on receipt of $10,000 CAD ($7,389 USD). The promissory note i
• $7,389 — missory note on receipt of $10,000 CAD ($7,389 USD). The promissory note is due on dem
• $15,000 — issued a promissory note on receipt of $15,000 CAD ($11,084 USD). The promissory note
• $11,084 — missory note on receipt of $15,000 CAD ($11,084 USD). The promissory note is due on dem
• $18,000 — ty) on February 22, 2023, Futricity had $18,000 CAD worth of orders to install rooftop
• $17,841 — to Azariah Zemarium in the amount of US$17,841. On June 29th, 2023, the Company issue
• $30,000 — e Company issued a convertible note for $30,000 CAD. The promissory note is due on dema
• $20,000 — e Company issued a convertible note for $20,000 CAD. The promissory note is due on dema
• $35,000 — e Company issued a convertible note for $35,000 CAD. The promissory note is due on dema
• $36,331 — e to Tracy Pettersen in the amount of US$36,331 (CAD $49,000). Description of Business
• $49,000 — ttersen in the amount of US$36,331 (CAD $49,000). Description of Business Principal
• $18000 — ity on February 22, 2023, Futricity had $18000 CAD worth of orders for rooftop solar s

Filing Documents

• ptos_10k.htm (10-K) — 860KB
• ptos_ex101.htm (EX-10.1) — 21KB
• ptos_ex311.htm (EX-31.1) — 13KB
• ptos_ex312.htm (EX-31.2) — 13KB
• ptos_ex321.htm (EX-32.1) — 5KB
• ptos_ex322.htm (EX-32.2) — 5KB
• ptos_ex101img8.jpg (GRAPHIC) — 2KB
• ptos_10kimg4.jpg (GRAPHIC) — 6KB
• ptos_10kimg3.jpg (GRAPHIC) — 9KB
• ptos_10kimg2.jpg (GRAPHIC) — 9KB
• ptos_ex101img9.jpg (GRAPHIC) — 2KB
• ptos_ex101img11.jpg (GRAPHIC) — 2KB
• ptos_ex101img6.jpg (GRAPHIC) — 16KB
• ptos_ex101img7.jpg (GRAPHIC) — 2KB
• 0001640334-24-001124.txt ( ) — 3823KB
• ptos-20240331.xsd (EX-101.SCH) — 34KB
• ptos-20240331_lab.xml (EX-101.LAB) — 186KB
• ptos-20240331_cal.xml (EX-101.CAL) — 35KB
• ptos-20240331_pre.xml (EX-101.PRE) — 158KB
• ptos-20240331_def.xml (EX-101.DEF) — 72KB
• ptos_10k_htm.xml (XML) — 510KB

BUSINESS

ITEM 1. BUSINESS 1 General 1 Inter-corporate Relationship 1 Recent History 2 Description of Business 2

RISK FACTORS

ITEM 1A. RISK FACTORS 5 Risks Related to the Financial Position and Capital Requirements of the Company 5 Risks Related to the Business of the Company 7 Risks Related to Industry 9 Risks Related to the Common Stock of the Company 11

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS 14

PROPERTIES

ITEM 2. PROPERTIES 14

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS 14

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES 14 PART II 15

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 15 Market Information 15 Holders 15 Dividends 15 Exchange Rates 16

[RESERVED]

ITEM 6. [RESERVED] 16

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

ITEM 7. 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 17 Off Balance Sheet Arrangements 20 Proceeds from issuance of promissory notes

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 36

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES 36 Management's Annual Report on Controls and Procedures 36 Management's Annual Report on Internal Control Over Financial Reporting 36 Material Weaknesses Identified 37 Plan for Remediation of Material Weaknesses 37

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION 37 i PART III 38

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 38 Directors and Executive Officers 38 Business Experience 38 Family Relationships 38 Significant Employees 38 Involvement in Certain Legal Proceedings 39 Directorships 39 Compliance with Section 16(a) of the Exchange Act 39 Code of Ethics 39 Nomination of Directors 39 Audit Committee and Audit Committee Financial Expert 40

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 40 Compensation Discussion and Analysis 40

Executive Compensation

Executive Compensation 40 Employment Agreements 40 Outstanding Equity Awards at Fiscal Year-End 41 Equity Compensation Plan Information 41 Pension, Retirement or Similar Benefit Plans 41 Potential Payments Upon Termination or Change-in-Control 41 Director Compensation 41

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 42

Security Ownership of Certain Beneficial Owners, Directors, Officers and Management

Security Ownership of Certain Beneficial Owners, Directors, Officers and Management 42 Changes of Control 42 Securities Authorized for Issuance Under Equity Compensation Plans 42

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 43 Related Party Transactions 43 Corporate Governance 43

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 44 Audit Fees 44 Audit Related Fees 44 Tax Fees 44 All Other Fees 44 Audit Committee's Pre-approval Policies and Procedures 44 PART IV 45

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES 45

SIGNATURES

SIGNATURES 46 ii PART I 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 THE PLANS AND OBJECTIVES OF THE COMPANY 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 THIS REPORT ON FORM 10-K 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.

BUSINESS

ITEM 1. BUSINESS General P2 Solar, Inc., a Delaware corporation (hereinafter referred to as "we", "us", the "Company", "P2 Solar" or the "Registrant") has been in existence as a Company (including its predecessor British Columbia Corporation) since 1990. As discussed more fully below, the Company's current business operations are focused on the construction of residential and commercial rooftop and ground mount solar power plants in Canada. The Company was initially organized under the laws of British Columbia, Canada, on November 21, 1990, as Spectrum Trading Inc. The Company's initial business plan was to import leather products from India and sell them in Canada. However, the supplier in India did not materialize and the Company remained dormant until 1997. In 1997, the Company began the chemical manufacturing business. On May 14, 1999, pursuant to Section 388 of the Delaware General Corporation Law, the Company domesticated to Delaware and began a chemical manufacturing business; these operations were phased out at the end of 2008. Subsequent to the Company's domestication to Delaware, on September 3, 2004, the Company changed its name to Natco International, Inc. On March 11, 2009, the Company changed its name to P2 Solar, Inc. The principal office of the Company is located at 13718 91 Avenue, Surrey, British Columbia, Canada, V3V 7X1. The address of the registered office of the Company is 16192 Coastal Highway, Lewes, Delaware 19958. Inter-corporate Relationships The chart below illustrates the corporate structure of the Company, including its subsidiaries, the jurisdictions of incorporation, and the percentage of voting securities held. 1 Table of Contents Recent History April 1, 2022, to March 31, 2023 On March 6, 2015, the Company received a cease trade order from the British Columbia Securities Commission for failure to file records required as an OTC reporting issuer. On November 24, 2022, the Company received a partial revocation order

RISK FACTORS

ITEM 1A. RISK FACTORS With an experienced management team and existing market demand, the management of the Company anticipates growth in the rollout of its business plan. There are, however, factors that are sources of uncertainty, as outlined below. Risks Related to the Financial Position and Capital Requirements of the Company The auditors of the Company have indicated doubt about the ability of the Company to continue as a going concern. The auditors of the Company have expressed doubt about the ability of the Company to continue as a going concern. The financial statements of the Company do not include adjustments that might result from the outcome of this uncertainty. If the Company is unable to generate significant revenue or secure financing, it may be required to cease or curtail its operations. The operating losses and working capital deficiency of the Company raise substantial doubt about its ability to continue as a going concern. If the Company does not continue as a going concern, investors could lose their entire investment. The operating losses and working capital deficiency of the Company raise substantial doubt about its ability to continue as a going concern. The Company had an accumulated deficit of $8,105,900 and $7,961,863 as of March 31, 2024 and March 31, 2023, respectively. The Company has incurred annual operating losses from inception until 2024. The Company anticipated becoming profitable as it reduces costs and increases installation revenues as it grows its business. However, there can be no assurances that these actions will result in future or sustained profitability. The Company is subject to all the risks incidental to the sales, development, and costs of construction of new solar energy revenues, and the Company may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect the business of the Company. If the Company does not generate sufficient revenues, does no

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View this 10-K filing on SEC EDGAR