ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The Company’s fiscal year ends on December 31.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.

Reverse Acquisition and Principles of Consolidation

Reverse Acquisition and Principles of Consolidation

As described above, on June 27, 2024 (the “Acquisition Date”), the Company entered into a reorganization and stock purchase agreement (“agreement”) with SRE and the 100% shareholders of SRE whereby the SRE shareholders desired to sell and the Company agreed to purchase SRE shares thereby making SRE, a wholly owned subsidiary of the Company. The Company issued 655,374,258 shares as the purchase consideration to the SRE shareholders. Following the closing of the agreement, SRE shareholders collectively owned around 90% of the issued and outstanding shares of the Company on a fully diluted basis.

Further, at the closing, the then Board member of the Company. Debra Childers had tendered her resignation as the director and the officer of the Company and the then Board considered and deemed it advisable to the best interest of the Company to fill the vacancy in the Board by appointing Reginald Fubara, Shinichi Hirano and James McNaught-Davis as the members of the Company’s Board of Directors effective as of the closing.

We determine SRE an accounting acquirer based on the following facts: (i) after the reverse acquisition, former shareholders of SRE held a majority of the voting interest of the combined company; (ii) former Board of Directors of SRE possess majority control of the Board of Directors of the combined company; (iii) Reginald, being the member of the management of SRE is responsible for the management of the combined company. As such, we have treated the financial statements of SRE as the historical financial statements of the combined company (“consolidated financial statements” / “financial statements”).

We have identified the Company as the legal acquirer, as it is the entity that issued securities. Comparatively, we have identified SRE as the legal acquiree, the entity whose equity interests are acquired in line with ASC 805-40 – Reverse Acquisitions. (Refer to Note 3).

Consequent to the reverse acquisition, the financial statements of the newly combined entity represent a continuation of the financial statements of the accounting acquirer/legal acquiree. As a result, the assets and liabilities of the accounting acquirer are presented at their historical carrying values in the consolidated financial statements of the newly combined entity and the assets and liabilities of the accounting acquiree/legal acquirer are recognized on the acquisition date and measured by using the acquisition method. The results of the accounting acquiree’s/legal acquirer’s results of operations are included in the combined company’s financial statements beginning on the acquisition date.

The accompanying financial statements prepared following the reverse acquisition are issued under the name of the accounting acquiree, HyOrc but described as a continuation of the financial statements of the accounting acquirer, SRE, with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.

That adjustment is required to reflect the capital of the accounting acquiree. Comparative information presented in these consolidated financial statements also is retroactively adjusted to reflect the legal capital of the accounting acquiree.

The accompanying financial statements represent all of the following:

a. The assets and liabilities of SRE recognized and measured at their pre-combination carrying amounts.

b. The assets and liabilities of HyOrc recognized and measured in accordance with the guidance in ASC 805 applicable to business combinations.

c. The retained earnings and other equity balances of the SRE before the business combination.

d. The amount recognized as issued equity interests in the financial statements determined by adding the issued equity interest of SRE outstanding immediately before the business combination to the fair value HyOrc determined in accordance with the guidance in ASC 805 applicable to business combinations. However, the equity structure (that is, the number and type of equity interests issued) reflects the equity structure of HyOrc, including the equity interests which HyOrc issued to the SRE shareholders to effect the combination. Accordingly, the equity structure of SRE is restated using the exchange ratio established in the Agreement to reflect the number of shares of HyOrc issued in the reverse acquisition.

For periods before the reverse acquisition, the stockholders’ equity of the combined entity is presented on the basis of the historical equity of SRE before the acquisition, retroactively recast to reflect the number of shares received in the acquisition.

Use of Estimates

Use of Estimates

The preparation of the Company’s financial statements in conformity with U.S.GAAP requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities; the reported amounts of revenues and expenses for the periods covered and certain amounts disclosed in the notes to the financial statements. These estimates are based on information available through the date of the issuance of the financial statements and actual results could differ from those estimates. Areas requiring significant estimates and assumptions by the Company include, but are not limited to:

●

provisions for income taxes and related valuation allowances and tax uncertainties

	●	business combinations and purchase price allocations

	●	recoverability of long-lived assets and contract assets and their related estimated lives

	●	evaluation of goodwill and intangible assets for impairment

	●	accruals for estimated liabilities

	●	Credit loss on accounts receivable and other non-current assets

Comprehensive Loss

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss presented in the financial statements for the period ended December 31, 2025 and 2024.

Segment Reporting

Segment Reporting

In accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment.

The key measures of segment profit or loss reviewed by our CODM are revenue and operating costs. These metrics are reviewed and monitored by the CODM to manage and forecast cash. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

The following table presents selected financial information with respect to the Company’s single operating segment for the years ended December 31, 2025 and 2024:

SCHEDULE OF SEGMENT REPORTING

	2025			2024
	Year Ended December 31,
	2025			2024
Net revenues	$	59,124		$	617,115

Operating expenses:
General and administrative		324,937			1,017,191
Impairment loss		300,000			1,232,088
Total operating expenses		624,937			2,249,279

Loss from operations		(565,812	)		(1,632,163	)

Other Income
Other income		14,518			-

Provision for income taxes		-			-
Net loss		(551,294	)		(1,632,163	)

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, certificates of deposits and money market funds that are readily convertible into cash, all with original maturity dates of three months or less.

Concentration of Credit Risks

Concentration of Credit Risks

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions.

Customer Concentration Risk

For the year ended December 31, 2025, the entire sales pertained to two customers and for the year ended December 31, 2024 the entire sales pertained to only one customer. The Company’s reliance on major customers presents a concentration risk. Loss of this customer or a significant reduction in their order could have a material adverse effect on the Company’s financial performance for the year 2024. The company does not have any regular business operations in the current year and no regular customers and hence there is no credit risk for the year 2025.

Related Parties

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. All transactions are recorded at arm’s length prices, reflecting the fair value of the goods or services exchanged.

Income Taxes

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The financial and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The hierarchy is presented down into three levels based on the reliability of the inputs.

	Level 1	Quoted prices are available in active markets for identical assets or liabilities.

	Level 2	Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

	Level 3	Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

The carrying amounts of cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments.

Accounts Receivable, Net

Accounts Receivable, Net

Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are the dues from customers and are shown net of applicable reserves for doubtful accounts as shown on the face of the balance sheet. This balance also includes amounts for services performed but not yet invoiced, for which the Company has an unconditional right to consideration, and for which collectability is reasonably assured, as the related services have been completed and acknowledged by the third party. There were no accounts that had been placed on non-accrual status. The credit loss (allowance for doubtful accounts) has been estimated by management based on historical experience, current market trends and, for larger customer accounts, their assessment of the ability of the customers to pay outstanding balances. Past due balances and other higher risk amounts are reviewed individually for collectability. Changes in circumstances relating to the collectability of accounts receivable may result in the need to increase or decrease the allowance for doubtful accounts in the future.

The credit loss (allowance for bad debt) recognized was $95,747 and $512,815 within general and administrative expenses for the year ended December 31, 2025 and 2024, respectively.

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

Property, plant and equipment, net (“PP&E”) is stated at cost less accumulated depreciation and amortization and any accumulated impairment losses. Depreciation and amortization are computed using the straight-line method over the assets’ estimated useful lives.

PP&E consists of unproved properties and, thus, the costs associated with such properties are not subject to depletion. The Company historically has acquired unproved properties by purchasing individual or small groups of leases directly from mineral owners which leases historically have not been subject to specified drilling projects. Capitalized costs associated with unproved properties, which includes leases that have expired or have been deemed uneconomic, are fully impaired.

Major renewals and improvements are capitalized. Replacements, maintenance, and repairs, which do not significantly improve or extend the useful life of the assets, are expensed when incurred.

Upon the sale or retirement of assets, costs and the related accumulated depreciation and amortization are removed from the accounts and any gain or loss is included in the results of operations.

The Company evaluates its long-lived assets or asset groups for indicators of possible impairment by determining whether there were any triggering events that could impact the Company’s assets. If events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable the Company performs a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by such asset or asset group. Should an impairment exist, the impairment loss is measured based on the excess carrying value of the asset over the asset’s fair value generally determined by estimates of future discounted cash flows.

Revenue Recognition

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 upon inception.

To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract was determined to be within the scope of ASC 606, the Company assessed the goods or services promised within each contract and determined those that were performance obligations, and assessed whether each promised good or service was distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606.

PFBT Agreement with BGI

PFBT Agreement with BGI

SRE and Biliran Geothermal, Inc. (BGI) entered into a 25-year Project Funding, Build and Transfer Agreement (PFBT Agreement) in June 2021 for a 50 MW geothermal facility at Sitio Pulang Yuta, Brgy. Cabibihan, Caibiran, Biliran Province, Philippines. Under this arrangement:

	●	SRE finances, designs, constructs, installs and commissions the geothermal power plant in phases, beginning with a 2 MW module commissioned in September 2023.
	●	SRE also finances and upgrades the existing 13.2 kV distribution lines of Biliran Electric Cooperative (Bileco) to evacuate energy to the national grid.
	●	Upon final acceptance, SRE Power provides operation and maintenance (O&M) and technical support services over the 25-year term.
	●	Revenue comprises fixed construction and commissioning fees, reimbursements for agreed costs, and a variable share of electricity generation proceeds, all invoiced monthly per the contractual formula.

The Company identified the PFBT Agreement constitutes a single, enforceable contract. The distinct performance obligations under the Agreement are as follows:

	●	Design, construction, installation and commissioning of plant modules
	●	O&M and technical support services during operations
	●	Revenue share from daily electricity generation

Transaction price for the agreement consists of fixed fees for construction and commissioning, variable consideration based on BGI’s monthly electricity sales share and reimbursements of agreed costs. Estimates of variable consideration are included only to the extent that significant reversals are not probable.

Construction & Commissioning: Revenue is recognized over time when the module passes commissioning tests and BGI has practical acceptance evidence.

O&M & Technical Support: Revenue is recognized over time using an input method (e.g., labor hours, machine-hours) as support services are rendered.

Electricity-Generation Share: Recognize over time on an output basis tied to daily meter readings of power delivered.

For the year ended December 31, 2024, the revenue recognized of $617,115 comprised only of the O&M & technical services provided to BGI.

During 2025, the Biliran 2 MW geothermal power plant was offline due to an ongoing legal dispute between SRE Power and BGI. SRE Power is actively pursuing a recovery and enforcement strategy with external legal counsel. Revenue decreased significantly compared to 2024 due to the Biliran plant being offline; however, the Company generated limited revenue from engineering services and equipment sales.

Engineering related services

Engineering related services

During the year ended 2025, the Company generated revenue from technical services performed at the Heilbronn and Altbach power stations. These projects are operated by Sener Bonatti, with Joule Energy GmbH acting as a subcontractor through which the Company provides engineering-related services.

The Company provides personnel sourcing, mobilization, and logistical support services to customers engaged in energy infrastructure projects. These services include identifying and introducing skilled personnel, coordinating mobilization to project sites, and arranging travel, accommodation, and related administrative support. Personnel introduced by the Company are employed directly by the customer, and the Company does not provide supervision or direct management of such personnel.

The Company’s contracts generally include a single performance obligation, consisting of a stand-ready obligation to provide integrated personnel sourcing and support services over the contract term. The individual activities performed are not distinct within the context of the contract, as they are highly interrelated and are delivered as part of a continuous service offering.

Revenue from service arrangements is recognized over time, as the customer simultaneously receives and consumes the benefits of the services as they are performed. The Company measures progress using an output-based method, typically based on hours worked or services provided, which faithfully depicts the transfer of services to the customer. For the year ended December 31, 2025, the Company recognized revenue from technical and engineering services of $22,648 related to these arrangements.

Commission income

Commission income

The Company also facilitated the sale of HyOrc 500kW Rankine Cycle turbines manufactured by its technical partner, Vaigunth Enertek, to customers. In these arrangements, the Company does not control the underlying goods and does not have inventory risk or responsibility for fulfillment. Its sole obligation is to arrange for the sale between the manufacturer and the end customer.

Accordingly, the Company acts as an agent in these transactions and recognizes revenue on a net basis, representing the commission earned.

Commission revenue is recognized at a point in time when the Company satisfies its performance obligation of facilitating the transaction, which occurs when the underlying sale is arranged and the Company has completed its role in the transaction. For the year ended December 31, 2025, the Company recognized commission revenue of $36,476 related to these arrangements.

Disaggregation of revenue

Disaggregation of revenue

SCHEDULE OF DISAGGREGATION OF REVENUE

	2025		2024
	Year Ended December 31,
	2025		2024
Engineering-related & technical services	$	22,648	$	617,115
Commission revenue		36,476		-
Net revenues	$	59,124	$	617,115

Other Non-Current Assets

Other Non-Current Assets

Other non-current assets represent capitalized costs incurred for the construction of geothermal plant, which is in progress, that is constructed and commissioned by SRE under the PFBT Agreement (Refer to Revenue Recognition).

BGI will own all equipment, machinery, supplies, facilities, and designs that are supplied, installed, or utilized for the Geothermal Facility. However, BGI agrees to create a Lien over these assets in favor of SRE. This Lien serves as security to ensure repayment for the work that SRE performs on the Geothermal Facility. The Lien will not extend to Bileco Lines because The Bileco Lines are owned by Bileco, not BGI. The parties acknowledge this distinction, ensuring BGI does not impose financial claims over infrastructure it does not control. This provision protects SRE’s financial interests while clarifying ownership limitations regarding the distribution lines. Accordingly, the said asset is recognized and presented under Other non-current assets for the years ended December 31, 2025 and 2024.

Considering the persistent grid instability in April 2024 of the equipment which resulted in over 250 grid trips that caused progressive stress and wear to critical equipment and the legal dispute with BGI as described in Note 2 below, the management assessed that the qualitative indicators for impairment existed and hence a qualitative assessment was performed. Based on the management’s judgement, the Company has recognized an impairment loss to the extent of around $300,000 each in the statements of operations for the year ended December 31, 2024 and 2025. During the year ended December 31, 2025, the Company lodged a refund claim of $80,000 with a supplier for parts that did not conform to specified requirements. The amount has been recorded as a reduction in the carrying value of the related non-current assets. As of December 31, 2025, the net carrying value of other non-current assets was $2,320,000.

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities represent dues or accruals to vendors against whom operating expenses are incurred.

Business Combinations

Business Combinations

The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase.

Goodwill

Goodwill

Goodwill is an asset representing the excess cost over the fair market value of net assets acquired in business combinations. In accordance with Intangibles - Goodwill and Other (Topic 350), goodwill is not amortized but is tested annually for impairment or on an interim basis when indicators of potential impairment exist. Goodwill is tested for impairment at the reporting unit level. The Company’s reporting units discrete financial information is available and management regularly reviews the operating results. For purposes of impairment testing, goodwill is allocated to the applicable reporting units based on the reporting structure.

The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Qualitative factors assessed for each of the applicable reporting units include, but are not limited to, changes in macroeconomic conditions, industry and market considerations, cost factors, discount rates, competitive environments and financial performance of the reporting units. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required.The Company also has the option to proceed directly to the quantitative test. Under the quantitative impairment test, the estimated fair value of each reporting unit is compared to its carrying value, including goodwill. If the carrying value of the reporting unit including goodwill exceeds its fair value, an impairment charge equal to the excess would be recognized, up to a maximum amount of goodwill allocated to that reporting unit. Management can resume the qualitative assessment in any subsequent period for any reporting unit.

For the years ended December 31, 2025 and 2024, management performed a qualitative impairment assessment of our reporting units, of which there were no indications that it was more likely than not that the fair value of our reporting units were less than their respective carrying values. As such, a quantitative impairment test was not required, and no impairment was recognized during the year ended December 31, 2025 and 2024.

Earnings (Loss) per Common Share

Earnings (Loss) per Common Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive.

The financial statements of the combined entity reflect the equity of the HyOrc including the equity interests issued as part of the reverse acquisition in 2024. As a result, EPS is calculated on the basis of the capital structure of HyOrc. In line with ASC 805-40-45-2(d), the following is considered:

In calculating the weighted-average number of common shares outstanding (the denominator of the earnings-per-share [EPS] calculation) during the period in which the reverse acquisition occurs:

a. The number of common shares outstanding from the beginning of the period to the acquisition date is computed on the basis of the weighted-average number of common shares of SRE outstanding during the period multiplied by the exchange ratio established in the agreement. has t

b. The number of common shares outstanding from the acquisition date to the end of the period is the actual number of common shares of the HyOrc outstanding during that period.

The basic EPS for each comparative period before the acquisition date presented in the financial statements following a reverse acquisition is calculated by dividing (a) by (b):

a. The income of the SRE attributable to common shareholders in each of those periods.

b. SRE’s weighted-average number of common shares outstanding multiplied by the exchange ratio established in the agreement.

The issued and outstanding common shares of SRE through the acquisition date was 1,000,000 and the exchange ratio established in the agreement was 655.37, thereby resulting in the pro-rated weighted average number of common shares outstanding for the purposes of computing EPS to be 382,301,649. Weighted average common shares of Hyorc outstanding from acquisition through December 31, 2024 was 303,414,008. This resulted in the weighted-average total number of common shares for computing EPS to be 685,715,657 for the year ended December 31,2024.

The weighted-average number of common shares for 2025 was 733,383,149.

Intangible Assets

Intangible Assets

Intangible assets primarily consist of patents owned by SRE which have been granted by the Indian government due to work done at the Indian R&D centre. HyOrc is expanding patent coverage with the application process primarily in the USA, EU, Japan through existing bilateral and multilateral cooperation agreements. These patents were acquired through an assignment agreement entered by SRE in May 2024 through which SRE acquired ownership interests in the patents including utility models and design patents and registrations and applications assigned by the Assignor.

The consideration terms were agreed in such a way that the Assignor is entitled to 5% of all the shares received by SRE upon SRE achieving a reverse takeover of a publicly traded company whose shares are traded on the OTC markets or similar stock exchanges.

Accordingly, the Company issued 32,768,712 common shares of SRE as the consideration for the acquisition of the patents which represented 5% of the shares acquired by the owners of SRE through the reverse acquisition with the Company at a value of $0.11 per common share. (Refer to Note 3) resulting in a total consideration of $3,604,588.

The patents have an indefinite useful life because it is expected to contribute to cash flows indefinitely and the associated costs of renewal are not significant. The patents are tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired in accordance with ASC 350-30-35-18. For December 2025 and 2024, management performed a qualitative impairment assessment, of which there were no indications that it was more likely than not that the fair value of the patents were less than their respective carrying values. As such, a quantitative test was not required, and no impairment was recognized during the year ended December 31, 2025 and 2024 respectively.

In connection with the reverse acquisition, the Company identified intangible assets, which are solely customer relationships (refer to Note 3). For December 2024, management performed a qualitative impairment assessment of these intangible assets, of which there were indications that it is more likely than not that the fair value of these intangible assets units were less than their respective carrying values. As such, a quantitative impairment test was performed and the intangible assets were fully impaired with a corresponding impairment loss recognized in the Statement of operations for the year ended December 31, 2024.

Notwithstanding the ongoing litigation with Biliran Geothermal, Inc., management has evaluated the impact of such matters in accordance with ASC 350-30-35 and determined that they do not represent a triggering event for impairment. The underlying patents are not project-specific and may be deployed across multiple potential applications and future projects. Management is actively pursuing additional opportunities expected to commence in 2026, for which these patents are expected to generate future economic benefits. Accordingly, management concluded that there are no indicators that it is more likely than not that the fair value of the patents is less than their carrying amount, and therefore, no impairment loss has been recognized for the year ended December 31, 2025.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted Standards

ASU 2023-09 — Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollar amounts and percentages, with specific categories and further disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pre-tax income (loss) by the applicable statutory rate. The ASU also requires disclosure of income taxes paid disaggregated by federal, state, and foreign jurisdictions. The Company adopted ASU 2023-09 effective January 1, 2025 on a prospective basis. The Company is currently evaluating the specific disclosure requirements under the standard and will include the applicable disclosures in future filings, as appropriate. The adoption did not have a material impact on the Company’s consolidated financial statements.

ASU 2023-07 — Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, as well as other segment items and a description of its composition. The ASU also requires entities with a single reportable segment to provide all disclosures required under the standard. The Company adopted ASU 2023-07 effective January 1, 2025. The adoption had a financial statement disclosure impact only and did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Standards Not Yet Adopted

Recently Issued Standards Not Yet Adopted

ASU 2023-08 — Accounting for and Disclosure of Crypto Assets

In December 2023, the FASB issued ASU 2023-08, Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The ASU requires entities to subsequently measure qualifying crypto assets at fair value, with changes in fair value recognized in net income each reporting period. The ASU also establishes specific disclosure requirements, including information about significant crypto asset holdings, contractual sale restrictions, and changes in such holdings. The guidance applies to crypto assets that meet all of the following criteria:

●

Meet the definition of intangible assets as defined in the ASC Master Glossary;

	●	Do not provide enforceable rights to or claims on underlying goods, services, or other assets;
	●	Are created or reside on a distributed ledger based on blockchain or similar technology;
	●	Are secured through cryptography;
	●	Are fungible; and
	●	Are not created or issued by the reporting entity or its related parties.

ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The Company does not currently hold any crypto assets. Accordingly, the adoption of ASU 2023-08 is not expected to have a material impact on the Company’s consolidated financial statements; however, the Company will continue to monitor its investment activities and evaluate the impact of the standard should it acquire crypto assets in the future.

ASU 2024-03 — Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires public business entities to disclose, in the notes to financial statements, specified information about certain costs and expenses included in expense line items presented on the face of the income statement. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.

ASU 2025-05 — Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets: The ASU provides a practical expedient permitting entities to assume that conditions at the balance sheet date remain unchanged over the life of current accounts receivable and current contract assets when estimating expected credit losses. The guidance is effective for annual and interim reporting periods beginning after December 15, 2025, with early adoption permitted. The Company does not expect ASU 2025-05 to have a material impact on its consolidated financial statements.

ASU 2025-06 — Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software: The ASU requires entities to begin capitalizing software development costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform its intended function (the “probable-to-complete recognition threshold”). The amendments are effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments using a prospective, modified retrospective, or retrospective transition approach. The Company is currently evaluating the impact of ASU 2025-06 and will assess the impact upon adoption.

ASU 2025-11 — Interim Reporting: Narrow-Scope Improvements

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements: The ASU requires entities to disclose events occurring since the end of the last annual reporting period that have a material impact on the entity. The amendments apply to all entities that present interim financial statements in accordance with GAAP. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The amendments may be applied either prospectively or retrospectively. The Company expects ASU 2025-11 to impact its disclosures only and does not expect it to affect its results of operations, financial condition or cash flows.

HyOrc Corp 10-K