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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(dMark One) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~FOR~~☒ ~~THE~~ANNUAL ~~FISCAL~~REPORT ~~YEAR~~PURSUANT ~~ENDED~~TO ~~DECEMBER~~SECTION ~~31,~~13 ~~2016~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~file~~the ~~number~~fiscal ~~000-51048~~year ended December 31st, 2025

~~ASIA PROPERTIES, INC.~~or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ____________________________________

Commission file number 000-56149

HyOrc Corporation

(Exact name of registrant as specified in its charter)

Nevada	47-0855301
Wyoming		91-1910791
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)
3050 Post oak Boulevard, Suite 510-Q60, Houston, Texas,		77056
(Address of principal executive offices)		(Zip Code)

~~119~~Registrant’s ~~Commercial~~telephone ~~Street~~number, including area code (281) 532 9034 ___________________

Suite 190-115, Bellingham

Washington 98225

(Address of principal executive offices, including zip code.)

(360) 392-2841

(Registrant’s telephone number, including country code)

Securities registered pursuant to Section 12(b) of the Act:

~~None~~Title of each class Trading Symbol(s) Name of each exchange on which registered Common HYOR OTCQB

Securities registered pursuant to ~~Section~~section 12(g) of the Act:

~~Common~~(Title ~~Stock,~~of ~~$0.001 par value~~class)

~~Indicate by check mark if the Registrant is a well-known seasoned issuer~~ (~~as defined in Rule 405~~ Title of ~~the Securities Act~~class):

~~YES~~Indicate ~~[ ]~~by NOcheck ~~[X]~~mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

~~Check~~☐ ~~whether~~Yes ~~the~~☒ ~~issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act YES [ ] NO [X]~~No

~~Check~~Indicate ~~whether~~by ~~the~~check ~~Issuer~~mark ~~(1)~~if ~~filed~~the ~~all~~registrant ~~reports~~is not required to befile ~~filed~~reports bypursuant to Section 13 or Section 15(d) of the ~~Exchange~~ Act ~~during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. ~~YES [ ] NO [ X ]~~

~~Check~~☐ ifYes no☒ disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is contained herein, and no disclosure will be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]No

~~Indicate~~Note by– ~~check~~Checking ~~mark whether~~ the ~~registrant~~box isabove awill ~~large~~not ~~accelerated~~relieve ~~filer,~~any anregistrant ~~accelerated~~required ~~filer,~~to afile ~~non-accelerated~~reports ~~filer~~pursuant orto aSection ~~smaller reporting~~13 ~~company.~~or ~~See~~15(d) ~~the definitions~~ of ~~“large~~the ~~accelerated filer,” “accelerated filer,” and “smaller~~Exchange ~~reporting~~Act ~~company”~~from intheir ~~Rule~~obligations ~~12b-2~~under ofthose ~~the Exchange Act~~Sections.

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ~~[ ]~~mark ~~Accelerated~~whether ~~filer~~the ~~[ ]~~registrant ~~Non-accelerated~~(1) ~~filer~~has ~~[ ]~~filed ~~Smaller~~all reports required to be filed by Section 13 or 15(d) of the Securities Exchange ~~reporting~~Act ~~company~~of ~~[X]~~1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~Indicate by~~☒ ~~Checkmark whether the registrant is a Shell Company (as defined in Rule 126-2 of the Exchange Act YES [ ] NO~~Yes ~~[X]~~☐ No

~~The~~Indicate ~~aggregate~~by ~~market~~check ~~value~~mark ofwhether the ~~voting~~registrant ~~and~~has ~~non-voting~~submitted ~~common~~electronically ~~equity~~every ~~held~~Interactive byData ~~non-affiliates~~File ~~computed~~required byto ~~reference~~be tosubmitted ~~the~~pursuant ~~price~~to atRule ~~which~~405 ~~the~~of ~~common~~Regulation ~~equity~~S-T ~~was~~(§ ~~sold,~~232.405 ~~or the average bid and asked price~~ of ~~such~~this ~~common~~chapter) ~~equity:~~during ~~As of~~ the ~~latest~~preceding ~~business~~12 ~~day~~months ~~of the~~(or ~~registrant’s~~for ~~most~~such ~~recently~~shorter ~~completed~~period ~~second~~that ~~fiscal~~the ~~quarter~~ registrant was ~~17,789,193~~required asto ofsubmit ~~June~~such ~~30 2017~~files).

~~The number~~☒ ~~of shares outstanding of each of the issuer’s classes of common equity: As of the latest practical date November~~Yes 9,☐ ~~2017, there were 1,617,199,362 shares of Common Stock outstanding.~~No

~~FORWARD~~Indicate ~~LOOKING~~by ~~STATEMENT~~check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~We make~~Large ~~forward-looking~~accelerated ~~statements~~filer in☐ ~~this~~Accelerated ~~document.~~filer ~~Our~~☐ ~~forward~~Non-~~looking~~accelerated ~~statements~~filer ~~are~~☒ ~~subject~~Smaller toreporting ~~risks~~company ~~and~~☒ ~~uncertainties.~~Emerging ~~You~~growth ~~should note that many factors, some of which are described in this section or discussed elsewhere in this document, could affect our~~ company in the future and could cause our results to differ materially from those expressed in our forward-looking statements. Forward-looking statements include those regarding our goals, beliefs, plans or current expectations and other statements regarding matters that are not historical facts. For example, when we use the words “believe,” “expect,” “anticipate” or similar expressions, we are making forward-looking statements. We are not required to release publicly the results of any revisions to these forward-looking statements we may make to reflect future events or circumstances.☐

~~This~~If ~~annual~~an ~~report~~emerging ongrowth ~~Form 10-K contains predictions~~company, ~~projections~~indicate ~~and~~by ~~other~~check ~~statements~~mark ~~about~~if the ~~future~~registrant ~~that~~has ~~are~~elected ~~intended~~not to beuse ~~forward-looking statements within~~ the ~~meaning~~extended oftransition ~~Section~~period ~~21E~~for ~~of the Securities Exchange Act of 1934, as amended (collectively, forward-looking~~complying ~~statements).~~with ~~Forward-looking~~any ~~statements~~new ~~involve~~or ~~risks~~revised ~~and~~financial ~~uncertainties.~~accounting Astandards ~~number~~provided ofpursuant ~~important factors could cause actual results~~ to ~~differ~~Section ~~materially~~13(a) from those in the forward-looking statements. In assessing forward-looking statements contained in this annual report on Form 10-K, readers are urged to read carefully all cautionary statements, including those contained in other sections of ~~this annual report on Form 10-K. Among such risks and uncertainties is~~ the ~~risk~~Exchange ~~that the Company will not complete its proposed Business Plan that its management is adequate to carry out its Business Plan and that there will be adequate capital~~Act. ~~Since the Company is a ‘penny stock’ company, the safe harbor for forward-looking statements contained in the private securities litigation reform act, as amended, does not apply to the Company.~~☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

☐ Yes ☒ No

State the aggregate market value of the voting and non-voting common equity held by non- affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes ☒ No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

The aggregate market value of the registrant’s common equity held by non-affiliates was approximately $10,200,000, based on the closing price of the registrant’s common stock on the OTCQB on June 30, 2025.”

As of March 28, 2026, the registrant had 737,089,956 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

Forward-Looking Statements

HyOrc Corporation (“HyOrc,” “we,” “our,” or the “Company”) or its representatives may, from time to time, make or incorporate by reference certain written or oral statements which include, but are not limited to, information concerning the Company’s possible or assumed future business activities and results of operations and statements about the following subjects:

	●	business strategy;
	●	growth opportunities;
	●	future development of concessions, exploitation of assets and other business operations;
	●	future market conditions and the effect of such conditions on the Company’s future activities or results of operations;
	●	future uses of and requirements for financial resources;
	●	interest rate and foreign exchange risk;
	●	future contractual obligations;
	●	outcomes of legal proceedings;
	●	future operations outside the United States;
	●	competitive position;
	●	expected financial position;
	●	future cash flows;
	●	future liquidity and sufficiency of capital resources;
	●	future dividends;
	●	financing plans;
	●	tax planning;
	●	budgets for capital and other expenditures;
	●	plans and objectives of management;
	●	compliance with applicable laws; and
	●	adequacy of insurance or indemnification.

These types of statements constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and inherently are subject to a variety of assumptions, risks and uncertainties that could cause actual results, levels of activity, performance or achievements to differ materially from those expected, projected or expressed in forward-looking statements.

	●	risks of potential contractual liabilities;
	●	foreign exchange and currency fluctuations and regulations, and the inability to repatriate income or capital;
	●	risks of war, military operations, other armed hostilities, terrorist acts and embargoes;
	●	regulatory initiatives and compliance with governmental regulations;
	●	compliance with environmental laws and regulations;
	●	compliance with tax laws and regulations;
	●	customer preferences;
	●	effects of litigation and governmental proceedings;
	●	cost, availability and adequacy of insurance;
	●	adequacy of the Company’s sources of liquidity;
	●	labor conditions and the availability of qualified personnel; and
	●	various other matters, many of which are beyond the Company’s control.

The risks and uncertainties included here are not exhaustive. Other sections of this report and the Company’s other filings with the U.S. Securities and Exchange Commission (“SEC”) include additional factors that could adversely affect the Company’s business, results of operations and financial performance. Given these risks and uncertainties, investors should not place undue reliance on our statements concerning future intent. The Company’s statements included in this report speak only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any of our statements to reflect any change in its expectations with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based.

	Page(s)
PART I
Item 1. Business	4
Item 1A. Risk Factors	5
Item 2. Description of Property	7
Item 3. Legal Proceedings	7
Item 4. Mine Safety Disclosures	7
PART II
Item 5. Market For Registrant Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6. Selected Financial Data	9
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	10
Item 8. Financial statements and Supplementary Data	10
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	24
Item 9A. Controls & procedures	24
Item 9B. Other Information	25
PART III
Item 10. Directors, Executive Officers, Promoters and Corporate Governance	26-27
Item 11. Executive Compensation	28
Item 12. Security Ownership of Certain Beneficial Owners and Management	29
Item 13. Certain relationships and Related Transactions, and Director Independence	29
Item 14. Principal Accounting Fees and Services	29
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8 –K	30-32
Signatures

Table of Contents

ITEM 1. Business	4
ITEM 1A. Risk Factors	11
ITEM 1B. Unresolved Staff Comments	14
ITEM 1C. Cybersecurity	14
ITEM 2. Properties	14
ITEM 3. Legal Proceedings	15
ITEM 4. Mine Safety Disclosures	16
ITEM 5. Market for Registrant’s Common Equity	16
ITEM 6. Selected Financial Data	17
ITEM 7. Management’s Discussion and Analysis Of Financial Condition and Results of Operations	17
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk	22
ITEM 8. Financial Statements and Supplementary Data	22
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	47
ITEM 9A. CONTROLS AND PROCEDURES	47
ITEM 9B. OTHER INFORMATION	48
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE	48
ITEM 11. Executive Compensation	50
ITEM 12. Security Ownership of Certain Beneficial Owners and Management	51
ITEM 13. Certain Relationships and Related Transactions, and Director Independence	51
ITEM 14. Principal Accounting Fees and Services	52
ITEM 15. Exhibits and Financial Statement Schedules	52

~~PART~~ITEM I1. Business

~~ITEM 1. BUSINESS~~Overview

~~General~~HyOrc Corporation (“HyOrc,” “we,” “our,” or the “Company”) is a Wyoming corporation engaged in the research, development, and commercialization of clean-energy technologies designed to decarbonize heavy-duty transport, industrial power generation, and distributed energy applications. Our mission is to develop commercially viable alternatives to diesel engines and fossil fuels, with a focus on hydrogen, methanol, and waste-to-energy solutions.

~~We were incorporated in Nevada on April 6, 1998.~~ Our ~~principal executive offices are located at 119 N Commercial Street, Suite 190-115,~~ ~~Bellingham,~~business ~~Washington 98225. Our fiscal year end~~ is ~~December~~structured 31around ~~and~~three ~~our~~primary ~~shares~~technology ~~are traded on the Pink Sheets under the symbol “ASPZ”. We are also listed in the Mergent Manuals~~ and ~~News~~market ~~Reports.~~verticals:

~~Industry~~1. Green Methanol Production – producing green methanol from waste, targeting shipping and fuel blending markets. 2. Hydrogen Power Systems – developing modular hydrogen-fuelled ORC (Organic Rankine Cycle) engines for off-grid power and pay-as-you-go (“PAYG”) deployment. 3. Hydrogen Locomotive Retrofits – converting existing diesel locomotives to hydrogen or natural gas fuelled systems.

~~Asia~~Through ~~Properties~~our wholly owned subsidiary, SRE Power, Inc., ~~(the~~we ~~Company”)~~also ~~was~~developed ~~established~~a to2MW ~~seek~~geothermal ~~opportunities~~power plant in Biliran, Philippines. While that facility is currently offline due to ~~invest~~legal disputes with counterparties, it demonstrates our technical execution capability in ~~real~~building ~~estate~~power plants under challenging conditions.

~~Our~~Corporate ~~Planned Operations~~ History

WeThe ~~intend~~Company towas ~~acquire~~originally ~~and~~incorporated ~~seek~~in ~~opportunities~~Nevada toin ~~invest~~1998 as Asia Properties, Inc. (“ASPZ”), focused initially on unrelated businesses. The company was re-domiciled in ~~real~~Wyoming ~~estate~~in 2019. In August 2024, ASPZ completed a reverse merger with SRE Power, Inc., a renewable energy company with a history of geothermal project development and hydrogen combustion technologies. As part of the transaction, ASPZ was renamed HyOrc Corporation. Following the merger, former SRE shareholders became the controlling shareholders of HyOrc.

~~Website~~This merger provided HyOrc with:

~~We currently~~● ~~maintain~~Operational aexperience ~~website~~in atpower ~~www~~plant construction.~~aspz-usa~~ ● A platform to commercialize engine and clean fuel technologies.~~com~~ ● A publicly traded vehicle to access capital markets.

Revenues

Currently we have no revenue generating assets.

Employees

We administer our business through consulting arrangements with our company’s officers, directors, other individuals and one full-time employee.

Offices

We maintain two offices, one at 119 N Commercial Street, Suite 190-115, Bellingham, Washington 98225, telephone number (360) 392-2841.

Our second office is at Two Exchange Square, 8th Floor, 8 Connaught Place, Central, Hong Kong, a shared serviced office leased from The Executive Centre.

~~ITEM~~Technology ~~1A. Risk Factors~~Platform

1.HyOrc’s Wecore ~~lack~~innovation anis ~~operating~~its ~~history~~External ~~for~~Combustion ~~our~~Technology ~~current~~(ECT), ~~business~~which ~~and~~can ~~have~~integrate ~~losses~~with weORC ~~expect to continue into the future~~turbines. ~~There~~Unlike isconventional nointernal ~~assurance~~combustion ~~our~~engines ~~future~~or ~~operations~~fuel ~~will~~cells, bethe ~~profitable.~~ECT Ifengine wecan ~~cannot~~run ~~generate~~on ~~sufficient~~multiple ~~revenues~~fuels towhile ~~operate~~maintaining ~~profitably,~~high ~~you~~efficiency ~~will~~and ~~lose your investment~~durability.

~~While~~Key wefeatures were incorporated in 1998, we have just initiated our business operations. Therefore our current operating history cannot be used to determine our future success or failure. Our net loss since inception is $6,036,229. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to secure profitable business investments and opportunities. Based upon current plans, we expect to incur operating losses in the immediate future because we will be incurring expenses which will exceed our revenues. If we cannot generate a profit, we will have to suspend or cease operations and you will lose your investment.include:

2● Fuel Flexibility: Operates on hydrogen, LPG, natural gas, biogas, or syngas. We ~~spent~~● ~~all~~Hydrogen ofTolerance: ~~the~~Achieves ~~proceeds~~>45% ~~from~~efficiency ~~our~~even ~~private~~with ~~placement~~hydrogen topurity ~~maintain~~as ~~our~~low ~~business~~as ~~operations~~97%, whereas PEM fuel cells typically require >99.9%. If● weDurability: ~~can’t~~Stable ~~raise~~efficiency ~~additional funds~~over long operating hours, wecompared ~~may~~with beefficiency ~~forced~~degradation in PEM fuel cells. ● Cost Competitiveness: Comparable total cost of ownership to ~~curtail~~diesel orengines, ~~cease~~but ~~future~~with ~~activities~~zero emissions when operating on hydrogen.

WeIn ~~have~~addition ~~not~~to ~~initiated~~the ~~our~~ECT ~~operations.~~engine, ~~There~~HyOrc ishas nodeveloped ~~assurance~~intellectual weproperty ~~will~~for ~~be able~~ waste-to-methanol ~~obtain~~production. ~~additional~~This ~~funding~~technology ~~when~~gasifies ~~needed, or that such~~municipal ~~funding,~~solid ifwaste ~~available,~~and ~~can~~catalytically beconverts ~~obtained~~syngas oninto ~~terms acceptable to us~~methanol. IfMethanol weis ~~cannot~~an ~~obtain~~established ~~needed~~global ~~funds~~commodity chemical, weincreasingly ~~may~~adopted as bea ~~forced~~green tofuel ~~curtail or~~for ~~cease~~shipping ~~future~~and ~~activities~~aviation.

3.Principal ~~Because~~Business ~~our operations are all located outside of the United States, any change in the laws of the countries we operate in may adversely affect our business.~~Lines

~~All~~HyOrc ofoperates ~~our~~through ~~operations~~three ~~are~~integrated in China. This exposes us to risks, such as exchange controls and currency restrictions, currency fluctuations and devaluations, changes in local economic conditions, changes in laws and regulations, exposure to possible expropriation or other government actions, and unsettled political conditions. These factors may have a material adverse effect on our operations or on our business, ~~results of operations and financial condition.~~areas:

41. ~~Our~~ ~~international~~Development ~~expansion~~of ~~plans~~waste-to-methanol, ~~subject~~hydrogen, usand toclean-fuel ~~risks~~infrastructure ~~inherent~~projects in2. ~~doing~~Commercialization ~~business~~of ~~internationally~~external-combustion and multi-fuel engine technology 3. Existing revenue-generating operations through SRE Power

~~Our~~Revenue ~~long-term business strategy relies on securing investment opportunities in China. We are faced by challenges caused by distance, language~~ and cultural differences, conflicting and changing laws and regulations, foreign laws, international import and export legislation, trading and investment policies, foreign currency fluctuations, the burdens of complying with a wide variety of laws and regulations, protectionist laws and business practices that favor local businesses in some countries, foreign tax consequences, higher costs associated with doing business internationally, restrictions on the export or import of technology, difficulties in staffing and managing international operations, trade and tariff restrictions, and variations in tariffs, quotas, taxes and other market barriers. These risks could harm our business efforts, and materially and adversely affect our operating results and financial condition.customers:

5.For Wefiscal ~~face~~year ~~risks~~2024, ~~associated~~HyOrc ~~with~~generated ~~currency~~revenue ~~exchange~~primarily ~~rate~~from ~~fluctuations~~operation & maintenance services, ~~any~~share ~~adverse~~of ~~fluctuation~~electricity ~~may~~sales ~~adversely~~revenues, ~~affect~~and technical ~~our~~services ~~operating~~provided through its subsidiary SRE Power, Inc. under the Project Funding, Build and Transfer (PFBT) Agreement with ~~margins~~Biliran Geothermal, Inc. (BGI). Revenue recognized during that period related to O&M activities, electricity sales, and technical services performed under the agreement.

~~Although~~During we2025, ~~are~~the ~~incorporated~~Biliran in2 ~~the~~MW ~~United~~geothermal ~~States,~~power ~~the~~plant ~~majority~~was ofoffline ~~our~~due ~~activities~~to ~~are~~an ~~transacted~~ongoing inlegal ~~the~~dispute ~~currencies~~between ofSRE ~~the~~Power ~~countries~~and ~~we operate in~~BGI. ~~Conducting~~SRE ~~business~~Power inis ~~currencies~~actively pursuing ~~other~~a ~~than~~recovery ~~U.S.~~and ~~dollars~~enforcement ~~subjects~~strategy uswith toexternal ~~fluctuations~~legal incounsel. ~~currency~~Revenue ~~exchange~~decreased ~~rates~~significantly ~~that could~~compared ~~have~~to a2024 ~~negative~~due ~~impact~~to onthe Biliran ~~our~~plant ~~reported~~being ~~operating~~offline; ~~results.~~however, ~~Fluctuations in~~ the ~~value~~Company ofgenerated ~~the~~limited ~~U.S.~~revenue ~~dollar~~from ~~relative~~engineering toservices ~~other currencies~~and ~~impact~~equipment ~~our~~sales. ~~revenues~~This operational status, ~~cost~~and ofthe ~~revenues~~resulting ~~and~~impact ~~operating~~on ~~margins~~revenue, ~~and~~is ~~result~~fully indisclosed ~~foreign~~and ~~currency~~reconciled ~~translation~~with ~~gains~~the ~~and~~prior-year ~~losses~~revenue.

6. If relations between the United States and China change for the worse, our stock price may decrease and we may have difficulty accessing the U.S. capital markets.

At various times during recent years, the United States and the countries we operate in have had disagreements over political and economic issues. Any political or trade controversies which may arise in the future between the United States and these countries could adversely affect the market price of our common stock and our ability to access U.S. capital markets.

7.Revenue ~~Governments~~Recognition of– ~~the~~Power ~~countries~~Plant inTechnical ~~which~~Services ~~we operate could change their policies toward private enterprises, which could adversely affect our business.~~Agreement

~~Our~~During ~~business~~the isyear ~~subject~~ended toDecember ~~and~~31, ~~may~~2025, bethe ~~adversely~~Company ~~affected~~generated byrevenue ~~political~~of ~~and economic uncertainties and social developments in the countries we operate in~~$57,847.18 ~~These governments may continue to pursue these policies or may alter them~~ from ~~time~~technical toservice ~~time~~activities toassociated ~~our~~with ~~detriment.~~gas ~~Changes~~and insteam ~~policies,~~turbine ~~laws~~installation ~~and~~projects ~~regulations,~~at ~~or in their interpretation or~~ the ~~imposition~~Heilbronn ofand ~~confiscatory~~Altbach ~~taxation,~~power ~~restrictions~~stations onin ~~currency conversion,~~Germany. ~~restrictions~~These orprojects ~~prohibitions~~were onexecuted ~~dividend~~by ~~payments~~Sener ~~to stockholders~~Bonatti, ~~devaluations of currency or the nationalization~~ orwith ~~other~~Joule ~~expropriation~~Energie ofGmbH ~~private~~acting ~~enterprises~~as ~~could have~~ a ~~material~~subcontractor ~~adverse~~responsible ~~effect~~for oncoordinating ~~our~~technical ~~business~~personnel. ~~Nationalization or expropriation could result in the total loss of our investments.~~

8.Through ~~The~~its ~~economic~~subsidiary SRE Power Inc., ~~political~~the Company sourced and ~~social~~mobilized ~~conditions~~skilled inengineering personnel to support these projects and provided technical coordination services through Joule Energie. The personnel performing the ~~countries~~work wewere ~~operate~~employed indirectly orby ~~may~~Joule ~~operate~~Energie, inand the Company’s role was limited to sourcing, ~~could~~mobilization, ~~affect~~and ~~our~~administrative ~~business~~coordination of the personnel.

~~All~~Revenue ofrecognized ~~our~~from ~~business,~~these ~~assets~~activities ~~and~~represents ~~operations~~service ~~are~~income ~~located~~and ~~outside~~reimbursed ofproject-related ~~the~~costs ~~United~~invoiced ~~States.~~to InJoule ~~many respects~~Energie, consistent with the ~~economies~~terms of the ~~other countries~~service wearrangement. ~~operate~~As ~~in differs from the economies~~ of ~~most~~December ~~developed countries~~31, ~~including government involvement~~2025, ~~level~~the ofrelated ~~development, growth~~receivable ~~rate,~~remains ~~control of foreign exchange~~outstanding, and ~~allocation~~management ofis ~~resources~~pursuing collection.

InThe ~~particular,~~personnel ~~while~~performing the ~~Chinese~~work ~~economy~~were ~~has~~employed ~~transitioned~~directly ~~from~~by aJoule ~~planned~~Energie, ~~economy to a market-oriented economy~~ and the ~~Chinese~~Company’s ~~government has~~role ~~implemented~~was ~~measures~~limited ~~emphasizing~~to ~~the utilization of market forces for economic reform~~sourcing, ~~the reduction of state ownership of~~mobilization, ~~productive assets~~ and ~~the~~administrative ~~establishment~~coordination. ~~of sound corporate governance in business enterprises~~Accordingly, ~~a substantial portion of productive assets in China is still owned by~~ the ~~government.~~Company ~~The~~recognized ~~government~~service ~~continues~~fee torevenue ~~play a significant role in regulating industry by imposing industrial policies. It also exercises significant control over China’s economic growth through the allocation of resources~~only, ~~controlling payment of foreign currency-denominated obligations, setting monetary policy~~ and ~~providing~~no ~~preferential treatment~~cost toof ~~particular~~sales ~~industries~~was orrecorded ~~companies. Therefore, the Chinese government’s involvement~~ in ~~the economy could adversely~~connection ~~affect~~with ~~our~~this ~~business operations, results of operations and financial condition~~arrangement.

9.Revenue ~~The~~Recognition ~~significant~~– ~~but~~Turbine ~~uneven~~Supply ~~growth in the economy of China in the past 20 years could have an adverse effect on our business and results of operations.~~Arrangement

~~The~~During ~~Chinese~~the ~~government~~year ~~has~~ended ~~implemented~~December ~~various~~31, ~~measures~~2025, ~~from~~the ~~time~~Company towas ~~time~~involved toin ~~control~~a ~~the~~turbine ~~rate~~supply oftransaction ~~economic~~with ~~growth.~~a ~~Some~~total ofcontract ~~these~~value ~~measures~~of $208,406.25 ~~benefit~~for the ~~overall~~delivery ~~economy~~ of ~~China,~~two ~~but~~(2) ~~may~~500kW ~~have~~turbine units to a ~~negative~~customer ~~effect~~in onTurkey usthrough a related party, Vaigunth Enertek Private Limited.

~~10.~~The Itpurchase ~~may~~order bewas ~~difficult~~issued directly by the customer to ~~serve~~Vaigunth usEnertek, ~~with~~which ~~legal~~was ~~process~~responsible orfor ~~enforce~~manufacturing, ~~judgments~~testing, ~~against~~and ~~our~~delivery of ~~management~~the orequipment. usThe Company’s role was limited to originating and facilitating the transaction and providing technical and commercial support.

~~All of our assets are located outside the United States. In addition~~Accordingly, ~~our officers and directors are not based in the United States.~~ ~~As a result, it may not be possible to effect service of process within~~ the ~~United~~Company ~~States~~determined ~~upon such persons to originate an action in the United States. Moreover, there is uncertainty~~ that ~~the~~it ~~courts~~acts ofas the countries we operate in will enforce judgments of U.S. courts against us or our directors and officers based on the civil liability provisions of the securities laws of the United States or any state, or entertain an ~~original~~agent ~~action brought~~ in the ~~countries~~arrangement weunder ~~operate~~ASC in606 ~~based~~and ~~upon~~does ~~the~~not ~~securities~~recognize ~~laws of~~ the ~~United~~gross ~~States~~contract orvalue ~~any~~as ~~state~~revenue.

~~Investment~~An ~~risks:~~initial deposit of $104,203.13 (50% of contract value) was paid directly to Vaigunth Enertek. The remaining $104,203.12 is outstanding as of December 31, 2025.

11. Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Our shares as penny stocks are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company’s securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder’s ability to dispose of his stock.

~~12.~~Under ~~Because~~the wecommercial ~~may~~arrangement, ~~issue~~the ~~additional~~Company ~~shares~~is ofentitled ~~common~~to ~~stock~~70% inof ~~public~~the ~~offerings~~remaining orbalance, ~~private~~equivalent ~~placements~~to $72,942.19, ~~your~~which ~~ownership~~represents ~~interest~~the inCompany’s useconomic ~~may~~interest bein ~~diluted~~the transaction.

~~Because~~The inturbine ~~the~~units ~~future~~were wemanufactured, ~~may~~delivered, ~~issue~~and ~~shares~~accepted ofduring ~~common~~2025. ~~stock~~Revenue tois ~~pay~~recognized ~~for~~by ~~services,~~the toCompany ~~pay~~on ~~for~~a ~~equipment~~net basis, orlimited to its ~~raise~~share ~~money~~of ~~for~~proceeds ~~our~~and ~~operations, your~~to ~~ownership~~the ~~interest~~extent ~~may~~such beamounts ~~diluted~~are ~~which~~considered ~~results~~probable ~~in your percentage~~ of ~~ownership in us decreasing~~collection.

~~ITEM 2~~1. Green ~~DESCRIPTION~~Methanol ~~OF PROPERTY~~Production

● Market Context: The International Maritime Organization (IMO) has mandated carbon reduction in global shipping. Green methanol is emerging as a favored solution, with major shipping lines announcing large methanol-powered fleet orders. Aviation regulators are also exploring methanol-based synthetic fuels. ● HyOrc Projects: The Company ~~acquired~~is ~~the~~advancing ~~Banroy~~development ~~Gold~~of ~~Claim~~a green methanol project in Portugal based on 18HyOrc’s ~~July~~proprietary ~~2011,~~waste-to-methanol ~~consisting~~technology. HyOrc has entered into a Joint Venture Agreement with Start Lda for the development of 16waste-to-methanol ~~claims~~facilities ~~covering~~in Portugal, beginning with an ~~area~~approximately of8 ~~677~~tonne per day (TPD) methanol pilot facility in Porto.52 ~~hectares~~● Under the Joint Venture Agreement, ~~being~~HyOrc ~~valid~~ is expected to fund and provide the technology for ~~two~~the ~~years~~pilot ~~until~~project, ~~June~~and 22Start Lda is expected to provide processed municipal waste as feedstock, ~~2013~~land, permits, and potential off-take arrangements. The Company is not currently generating any revenue under the Joint Venture Agreement with Start Lda. ● Phase 1 of the project, consisting of the 8 TPD pilot facility, is currently in Ladevelopment ~~Pause~~and ~~Township~~is not yet operational. The Company anticipates that Phase 1 may not become operational until July 2026 or later, ~~Quebec~~subject to permitting, ~~Canada~~equipment delivery, installation, commissioning, financing availability, and other customary project development risks. ● The Company ~~allowed~~intends, subject to successful commissioning and operation of the ~~claims~~pilot facility and availability of financing, to ~~lapse~~pursue ~~and~~expansion ~~therefore wrote~~of the facility from 8 TPD to approximately 80 TPD. While discussions regarding potential off-take ~~its~~arrangements ~~acquisition~~are ~~costs~~ongoing, ofno ~~$35~~binding off-take agreements are currently in place. ● The agreement is material to the Company and was previously filed as an exhibit to the Form 10. ● Competitive Advantage: HyOrc’s process leverages waste as a feedstock,~~000~~ reducing reliance on costly green hydrogen inputs and addressing municipal waste management challenges.

On August 29, 2011, the Company entered into a definitive agreement to acquire the 536 hectare King’s Point, North Block Mining Concession, located in Newfoundland, Canada consisting of 53 claims. The Company elected to drop its option for the King’s Point Claim which was disclosed in its October 10, 2013 8K filing and therefore wrote off its acquisition costs of $590,000

ITEM 3. LEGAL PROCEEDINGS

As of the date of this report, we know of no legal proceedings to which we are a party to, which are pending, threatened or contemplated or any unsatisfied judgments against us.

ITEM 4. MINE SAFETY DISCLOSURES

N/A.

During the period covered by this report, no matters requiring a vote were submitted to security holders by means of the solicitation of proxies.

~~PART~~2. IIPAYG Hydrogen Power Systems

~~ITEM 5~~● Market Context: Critical infrastructure such as ports, hospitals, and data centers require zero-emission, reliable backup or off-grid power. ~~MARKET~~Existing ~~FOR~~fuel ~~REGISTRANT~~cell ~~COMMON~~solutions ~~EQUITY~~face ~~AND~~challenges ~~RELATED~~in ~~STOCKHOLDER~~cost, ~~MATTERS~~durability, ~~AND~~and ~~ISSUER~~hydrogen ~~PURCHASES~~purity OFrequirements. ~~EQUITY~~● ~~SECURITIES~~HyOrc Solution: Modular PAYG hydrogen power units powered by our ECT engine. Customers purchase electricity on a pay-as-you-go model, minimizing upfront CAPEX. ● Pilot Projects: HyOrc is seeking pilot deployments in California (e.g., Port of Long Beach) and the EU. ● Competitive Advantage: Higher efficiency than fuel cells over time, lower total cost of ownership, and multi-fuel security.

~~Our~~3. ~~common~~Hydrogen ~~stock~~Locomotive ~~is traded on the Over-the-Counter Pink Sheets under the symbol “ASPZ”~~Retrofits

As ● Market Context: Rail is a major contributor to transportation emissions. Europe alone has more than 15,000 diesel locomotives in need of ~~December~~decarbonization. 31India, ~~2016~~with its massive rail network, weis ~~had~~aggressively ~~approximately~~pursuing 99hydrogen ~~shareholders~~pilots. of● ~~record~~HyOrc Solution: Retrofit kits replacing diesel engines with hydrogen-fueled ECT turbines. ● Progress to Date:

~~Presented below~~○ isAdvanced ~~the~~proposals ~~high~~submitted ~~and~~to ~~low~~Banaras ~~bid~~Locomotive ~~information~~Works (BLW) of ~~our~~Indian ~~common~~Railways ~~stock~~ for retrofitting the ~~periods~~first ~~indicated~~of 1,500 diesel locomotives. ~~These~~○ ~~quotations~~MOU ~~reflect~~signed ~~inter-dealer prices,~~with ~~without~~GB ~~retail~~Railfreight ~~mark-up~~(GBRf), ~~mark-down~~the UK’s largest freight rail operator, orto ~~commission~~explore the retrofit of their diesel locomotives to run on the HyOrc engine initially using natural gas and ~~may~~then ~~not~~hydrogen. ~~represent~~The ~~actual~~parties ~~transactions~~are currently evaluating the technical aspects of the project, and a definitive agreement will be negotiated in due course. ○ Initiatives under discussion with EU & US partners for a fleet retrofit program.

Common Stock
	High		Low
Fiscal Year Ended December 31, 2016
First Quarter	$	0.03	$	0.01
Second Quarter	$	0.02	$	0.01
Third Quarter	$	0.07	$	0.01
Fourth Quarter	$	0.32	$	0.02
Fiscal Year Ended December 31, 2015
First Quarter	$	0.33	$	0.07
Second Quarter	$	0.22	$	0.05
Third Quarter	$	0.09	$	0.02
Fourth Quarter	$	0.03	$	0.01

●

Competitive Advantage: Retrofit approach allows reuse of rolling stock at lower cost than purchasing new locomotives.

We were given our trading symbol “ASPZ” to trade on the NASD OTC Pink Sheets in January 1999.

On December 31, 2016, the last price of our common stock as reported on the OTCQB was $0.06 per share.

Dividend Policy

We have never paid cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future. We have paid stock dividends in April 2007 comprising of one share in Hertz Controller Technologies Corporation for every two shares of Common Stock held in our Company

Recent Sales of Unregistered Securities

The company has not sold any shares for cash in 2016 or 2015

Section 15(g) of the Securities Exchange Act of 1934

Our company’s shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Transfer agent

Our Transfer Agent is Transfer Online, Inc., 512 SE Salmon Street, Portland, OR 97214.

~~ITEM 6~~4. Geothermal ~~SELECTED~~Legacy ~~FINANCIAL DATA~~Asset

~~Not applicable~~● Through SRE, HyOrc developed a 2MW geothermal power plant in Biliran, Philippines, completed in September 2023. ● The plant has remained offline since October 2024 due to a legal dispute with our counterparty. SRE Power retains economic rights and is pursuing legal remedies. ● Classified as Work-in-Progress on the balance sheet, with potential future recovery.

~~ITEM~~BGI 7./ ~~MANAGEMENT~~PFBT ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Agreement:

~~This~~The ~~section~~PFBT ofAgreement ~~the~~is ~~report includes~~ a ~~number of forward~~25-~~looking~~year ~~statements~~contract ~~that~~under ~~reflect~~which ~~our~~SRE ~~current~~Power ~~views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe~~finances, ~~expect~~builds, ~~estimate~~commissions, ~~anticipate, intend, project~~ and ~~similar~~operates ~~expressions,~~geothermal orpower ~~words~~facilities ~~which, by their nature, refer to future events. You should not place undue certainty~~for ~~on these forward-looking statements~~BGI, ~~which~~beginning ~~apply~~with ~~only~~a as2 ofMW ~~the~~module ~~date~~commissioned ofin ~~this report~~2023. ~~These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.~~

~~Plan~~Revenue ofunder ~~Operation~~the agreement consists of:

~~We are~~● aOperation ~~development~~& ~~stage~~Maintenance ~~Company~~fees ~~and~~● ~~have~~Technical ~~not~~services ~~yet~~fees ~~generated~~● orA ~~realized~~contractual ~~any~~share ~~revenues~~of ~~from~~electricity ~~our~~generation current business operations. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not conduct any product research or development. We do not expect significant changes in the number of employees.revenues

~~Our~~The ~~specific~~agreement ~~goal~~ is material to ~~identify~~the Company and ~~secure~~was ~~profitable~~previously ~~investment~~filed ~~opportunities~~as an exhibit to the Form 10.

OnIntellectual ~~January 6, 2015, we signed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares of Asia~~Property

~~Innovation~~HyOrc’s ~~Technology~~IP ~~Limited,~~portfolio a Hong Kong corporation (“AITL”), registered in the British Virgin Islands. Pursuant to the Agreement, the Company agreed to issue 950 million restricted common shares of the Company to the shareholders of AITL in exchange of 100% of the shares of AITL and all of its assets.includes:

~~As per~~● ~~clause~~Patents ~~6.4~~filed/granted ofin ~~the~~India ~~Agreement,~~covering ~~shares~~hydrogen ~~issued~~engines, ~~shall~~waste-to-methanol beprocesses, ~~held in escrow~~ and ~~shall~~locomotive beretrofits. ~~deemed~~● toPatent beCooperation inTreaty ~~full~~(PCT) ~~control~~extensions ofinto the ~~Company until~~United ~~the~~States ~~closing~~and ofEuropean ~~transaction which is outstanding~~Union, ~~pending~~currently ~~completion~~under ofreview. ~~certain~~● ~~conditions~~Trade secrets relating to ~~the~~catalytic ~~valuation~~conversion ~~of assets to be acquired~~ and ~~audit~~system ~~of the financial position~~integration.

The Company issued 950,000,000 shares, which are held in escrow. The transaction has not yet been closed, pending completion of the above closing conditions. Upon closing, the transaction will be recorded in accordance with the guidance provided under ASC Topic 805 - Business Combination

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.

Critical Accounting Policies and Estimates

We did not generate revenues from operations in 2016 or 2015. We have recognized losses from operations, and the foregoing discussion of our plan of operation is based in part on our financial statements. These have been prepared in accordance with accounting principles generally accepted in the United States of America. (“US GAAP”) The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The estimates and critical accounting policies that are most important in fully understanding and evaluating our financial statements and results of operations are discussed below.

~~Liquidity and Capital Resources~~Competition

WeOur ~~are~~competitors afall development stage company and management has devoted considerable effort to find profitable investment opportunities. As of the date of this report, we have initiated operations, but have not generated any revenues. During 2011 we acquired a number of gold mining claims in Canada, which were subsequently abandoned or expired, and will continue to look into ~~acquiring~~several ~~claims in Canada and the Philippines as opportunities arise.~~categories:

~~We had~~● aFuel ~~net~~Cells ~~loss of $31~~(PEMFC,~~540~~ ~~for~~SOFC): ~~the~~Compete ~~year~~in ~~ended~~hydrogen ~~December 31~~applications, ~~2016~~but ~~(2015-~~face ~~$964,332).~~challenges Aswith ofpurity ~~December 31~~requirements, ~~2016~~high CAPEX, weand ~~had~~limited ~~cash~~lifespan. of● ~~$362 (2015~~Battery-Electric ~~$842)~~Solutions: ~~and~~Effective ~~total~~in ~~assets~~light ofvehicles ~~$362~~and ~~(2015~~short-range ~~$842)~~applications ~~and~~but ~~total~~impractical ~~liabilities~~for ofheavy ~~$309~~trucks,~~763~~ ~~(2015~~locomotives, or long-haul ~~$278,703)~~shipping. ~~Our~~● ~~working~~Conventional ~~capital~~ICEs: ~~was negative~~Diesel ~~$309,401~~and ~~(2015~~natural –gas ~~negative~~engines ~~$277,861)~~remain ~~and~~entrenched ~~stockholders’~~but ~~deficiency~~are ~~was~~rapidly ~~$309~~facing regulatory phase out in multiple jurisdictions. HyOrc differentiates through efficiency,~~401~~ ~~(2015-~~durability, ~~$277~~fuel flexibility,~~861)~~ and lower lifecycle cost.

~~Results~~Regulatory ~~of Operations~~Environment

WeHyOrc ~~had~~operates ~~no revenues~~ in ~~2016~~industries orsubject ~~2015. During the year ended December 31, 2016, the Company incurred general and administrative expenses of $3,277 (2015 - $37,688), loss on settlement of debt amounting~~ to ~~$nil~~evolving ~~(2015 - $762,199), interest and bank charges of $10,101 (2015 - $9,056), professional fees of $18,162 (2015 - $42,119) and consulting fees of $nil (2015 - $113,260).~~regulations:

~~OFF-BALANCE SHEET~~● ~~ARRANGEMENTS~~Shipping: IMO 2023 regulations require significant CO2 reductions. ● Aviation: ICAO CORSIA program driving demand for sustainable aviation fuels. ● Power Generation: Renewable portfolio standards and carbon pricing schemes in the EU and U.S. create tailwinds for hydrogen and methanol. ● Rail: India and EU have launched hydrogen locomotive initiatives.

~~The~~Growth Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.Strategy

~~SUBSEQUENT~~HyOrc ~~EVENTS~~intends to:

~~Effective April~~● ~~14,~~Secure ~~2017,~~long-term ~~the~~offtake ~~Company~~agreements ~~has~~for ~~executed~~green amethanol. ~~Sale~~● ~~and~~Deploy ~~Purchase~~PAYG ~~Agreement~~hydrogen ~~(the~~pilots ~~“Agreement”)~~in toports ~~acquire 100% of the shares~~ and ~~assets~~critical ~~Sino~~infrastructure. ~~King~~● ~~Management~~Close ~~Limited,~~locomotive ~~(“SKML”)~~retrofit aagreements ~~company~~in ~~incorporated~~India ~~under~~and the ~~laws of British Virgin Islands~~EU. ~~Pursuant~~ to● ~~the~~Pursue ~~Agreement,~~uplisting ~~Asia Properties~~opportunities, ~~Inc.~~subject ~~has agreed~~ to ~~issue~~meeting ~~600~~applicable ~~million~~listing ~~restricted~~requirements. ~~common~~● ~~shares~~Expand ofpatent ~~the~~portfolio ~~Company to acquire 100% of the shares and assets of SKML~~globally.

Additionally, at the Closing, the Company shall deliver to SKML, Stock certificate(s) representing six hundred million shares issued in the name or names designated by SKML. It is understood that the stock certificates so delivered will display the required restrictive legend pursuant to Rule 144 of the United States Securities and Exchange Act.

The Agreement further states that both Parties agree that all shares issued, pursuant to the terms and conditions of the agreement, shall be held in escrow and shall be deemed to be in the full control of the Company until the Closing

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The full text of our annual financial statement as of December 31, 2016 and 2015 begins on page 12 of this Annual Report on Form 10-K.

~~PART~~ITEM II1A. Risk Factors

~~ITEM~~An 8investment in our common stock involves significant risks. ~~FINANCIAL~~Investors ~~STATEMENTS~~should carefully consider the risks described below, together with the other information included in this Form 10-K, before making an investment decision. Any of the following risks could materially and adversely affect our business, financial condition, results of operations, and prospects.

~~Asia~~Going ~~Properties,~~Concern ~~Inc.~~and Liquidity Risks

~~Financial~~While ~~statements~~the Company reported a modest net income in 2025, this reflects limited operating activity and does not eliminate the Company’s dependence on external financing. Unless we can secure additional financing in the near term, we may be unable to continue our operations as planned. There is no assurance that such financing will be available on acceptable terms or at all.

~~Contents~~Dependence on Access to Capital

	Page
Report of Independent Registered Public Accounting Firm	13
Balance Sheets	14
Statements of Comprehensive Loss	15
Statements of Stockholders’ Deficiency	16
Statements of Cash Flows	17
Notes to the Financial statements	18

Our business strategy requires significant capital expenditures for R&D, manufacturing, and commercialization of our hydrogen engines and methanol projects. We estimate that we will need to raise at least $5 million over the next 24 months to achieve our objectives. If we cannot raise sufficient capital, we may have to delay or reduce the scope of our projects, which would adversely affect our growth prospects.

Dilution of Shareholders

We expect to finance future operations primarily through the issuance of equity or equity-linked securities. Any such issuances will dilute existing shareholders. Because we are currently an OTCQB company with limited trading volume, new financings may be highly dilutive. However, our capital-intensive core projects are planned for execution via project financing and are structured in such a way to avoid dilution.

Early Stage of Commercialization

Our hydrogen engine technology and waste-to-methanol processes are in the commercial pilot or development stage. Commercial adoption depends on successful scale-up, demonstration projects, and customer acceptance. If we are unable to prove reliability and cost-effectiveness at commercial scale, our business could fail to gain traction.

Technology and Development Risks

While we believe our technology offers advantages over fuel cells and batteries, it remains unproven at scale in commercial operations. Unexpected technical challenges could delay or prevent commercialization. Competing technologies may also advance more rapidly than anticipated, reducing our competitive advantage.

~~SRCO~~Reliance on ~~Professional~~Third-Party ~~Corporation~~Manufacturing ~~Chartered~~and Professional Accountants Licensed Public Accountants Park Place Corporate Centre 15 Wertheim Court, Suite 409 Richmond Hill, ON L4B 3H7 Tel: 905 882 9500 & 416 671 7292 Fax: 905 882 9580 Email: sohail.raza@srco.ca www.srco.caPartners

~~REPORT~~We OFcurrently ~~INDEPENDENT~~do ~~REGISTERED~~not ~~PUBLIC~~operate ~~ACCOUNTING~~large-scale ~~FIRM~~manufacturing facilities. Our business plan contemplates reliance on third-party manufacturers, such as Toyo Denki, Leroy Somer, Siemens, Kirloskar, RJ Italia, John Crane, Crompton, and Schneider for production of our technology platforms, engines and components. If these manufacturers cannot deliver to our specifications or within agreed timelines, our operations will be adversely affected.

ToCounterparty ~~the~~Risks ~~Board~~– ofBiliran ~~Directors and Stockholders of Asia Properties, Inc.~~Project

WeThrough ~~have~~SRE ~~audited the accompanying balance sheets of Asia Properties~~Power, ~~Inc.~~we ~~[the~~constructed ~~“Company”]~~a as2MW ofgeothermal ~~December~~plant ~~31,~~in ~~2016 and December 31~~Biliran, ~~2015,~~Philippines. ~~and~~The ~~the~~plant ~~related~~is ~~statements~~currently ofoffline ~~operations~~due ~~and~~to ~~comprehensive~~legal ~~loss,~~dispute ~~stockholders’~~for ~~deficiency, and cash flows~~which ~~for~~we ~~each~~are ofpursuing ~~the~~legal ~~years~~remedies, inbut the ~~two~~outcome ~~year period ended December 31, 2016. The Company’s management~~ is ~~responsible for these financial statements~~uncertain. Our ~~responsibility~~inability is to ~~express~~recover anvalue ~~opinion~~from onthis ~~these~~project ~~financial~~could ~~statements~~negatively ~~based on~~ impact our ~~audits~~financial condition.

WeCustomer ~~conducted~~Concentration ~~our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan~~ and ~~perform~~Project the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.Risks

InOur ~~our~~near-term ~~opinion,~~opportunities ~~the~~involve ~~financial~~large ~~statements~~projects, ~~referred~~such toas ~~above~~locomotive ~~present~~retrofits ~~fairly,~~with inIndian ~~all~~Railways ~~material~~and ~~respects,~~methanol ~~the~~plants ~~financial~~in ~~position~~Europe. ofIf ~~the~~we ~~Company~~fail asto ofsecure ~~December~~or ~~31,~~execute ~~2016~~these ~~and December 31~~projects, ~~2015,~~our ~~and~~revenue ~~the~~generation ~~results~~could ofbe ~~its~~delayed ~~operations and its cash flows~~ for ~~each of the~~ years in. ~~the~~In ~~two year period ended December 31~~addition, ~~2016~~delays, incost ~~conformity~~overruns, ~~with~~or ~~accounting~~cancellations could ~~principles~~materially ~~generally~~harm ~~accepted~~our infinancial ~~the United States of America~~position.

~~The~~Market ~~accompanying~~Adoption financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Risks

~~Richmond~~The success ~~Hill,~~of ~~Ontario,~~our ~~Canada~~products ~~November~~depends 6,on ~~2017~~adoption ~~/s/~~by ~~SRCO~~customers ~~Professional~~who ~~Corporation~~have ~~CHARTERED~~historically ~~PROFESSIONAL~~relied ~~ACCOUNTANTS~~on ~~Authorized~~diesel, natural gas, or grid power. Customers may be reluctant to ~~practise~~adopt ~~public~~new ~~accounting~~technologies bydue ~~the~~to ~~Chartered~~perceived ~~Professional~~risk, ~~Accountants~~cost, or lack of ~~Ontario~~familiarity. If adoption is slower than anticipated, our revenue and growth will be adversely affected.

Competitive Risks

We compete against established technologies including: (i) PEM fuel cells, supported by significant investment; (ii) battery-electric systems; and (iii) conventional diesel and gas engines. Many of our competitors have greater financial, technical, and manufacturing resources than we do. If these competitors succeed in improving efficiency or lowering costs, our products may not achieve significant market share.

Regulatory and Policy Risks

Our operations are subject to complex and evolving regulations across multiple jurisdictions. For example, methanol projects depend on renewable fuel standards in the EU, while hydrogen deployment depends on government incentives and mandates in India and Europe. Changes in political priorities or reductions in incentives could materially impact demand for our products.

~~Asia~~Intellectual ~~Properties,~~Property ~~Inc.~~Risks

~~BALANCE~~Our ~~SHEETS~~competitive advantage depends on our patents and proprietary technology. While we have secured patents in India and filed PCT extensions in the U.S. and EU, there is no assurance that additional patents will be granted or that existing patents will not be challenged. Competitors may develop similar technology that circumvents our IP. Enforcement of IP rights is costly and uncertain, particularly in emerging markets.

~~DECEMBER~~Supply ~~31,~~Chain ~~2016 AND 2015~~Risks

~~(Stated~~Our technology depends on the availability of high-grade materials, catalysts, and components. Disruptions in USglobal ~~Dollars)~~supply chains—such as shortages of metals, electronics, or catalysts—could increase costs or delay projects.

	December 31, 2016			December 31, 2015
	(audited)			(audited)
ASSETS
Current assets
Cash and cash equivalents	$	362		$	842
TOTAL ASSETS	$	362		$	842
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payables	$	17,533		$	16,328
Accrued liabilities		42,662			24,500
Due to Shareholders		190,399			187,565
Line of credit (Note 3)		59,169			50,310
Total current liabilities		309,763			278,703
Stockholders’ deficit
Common stock, $0.001 par value, 2,000,000,000 shares authorized; 67,199,362 shares issued and outstanding as of December 31, 2016 and December 31, 2015, respectively (Note 4)		67,199			67,199
Additional paid-in capital		5,668,629			5,668,629
Accumulated deficit		(6,045,229	)		(6,013,689	)
		(309,401	)		(277,861	)
Total liabilities and stockholders’ deficit	$	362		$	842

Geopolitical Risks

~~Subsequent~~Our ~~Events~~projects ~~(Note~~span 7)multiple jurisdictions including the Philippines, India, the EU, and the United States. Political instability, changes in trade policies, or currency fluctuations in these regions could negatively affect operations.

~~See~~Management ~~accompanying~~and ~~notes~~Key toPersonnel ~~the financial statements.~~Risks

We are highly dependent on a small group of executives and technical leaders. The loss of any key personnel, particularly our CEO or CTO, could harm our ability to execute our strategy. We currently have limited bench strength and may struggle to recruit qualified personnel.

Risks of Operating as a Public Company

As a public company, we are subject to SEC reporting requirements and associated costs. We are pursuing uplisting opportunities, subject to meeting applicable listing requirements. Failure to successfully uplist could limit liquidity, reduce investor interest, and impair our ability to raise capital.

Share Price Volatility

Our common stock has experienced, and may continue to experience, extreme price volatility and low trading volume. The market price of our stock may be influenced by announcements regarding project milestones, financing events, or litigation. Such volatility may discourage institutional investors from participating.

Litigation and Legal Risks

We are engaged in disputes concerning the Biliran project. Litigation is costly, time-consuming, and uncertain. Adverse rulings could materially affect our financial position.

~~Asia~~ITEM ~~Properties, Inc~~1B. Unresolved Staff Comments

~~STATEMENTS~~No OFstaff ~~COMPREHENSIVE~~comments ~~LOSS~~unresolved at this time.

~~FOR~~ITEM ~~THE~~1C. ~~YEARS ENDED DECEMBER 31, 2016 AND 2015~~Cybersecurity

~~(Stated~~The Company has implemented basic cybersecurity measures appropriate with our operations and intellectual property being dependent on digital systems. A cyberattack or data breach could result in USthe ~~Dollars)~~theft of proprietary technology or disruption of our operations.

	Years ended December 31,
	2016			2015
Revenues	$	-		$	-
Operating expenses:
General and administrative		3,277			37,688
Loss on conversion of debt (Note 4)		-			762,199
Professional Fee		18,162			42,119
Consulting Fee		-			113,260
Interest and bank charges		10,101			9,056
Loss before income tax		(31,540	)		(964,322	)
Income tax expense		-			-
NET LOSS	$	(31,540	)	$	(964,322	)
Net loss per share – Basic and diluted	$	(0.0005	)	$	(0.014	)
Weighted average common stock outstanding – Basic and diluted		67,199,362			67,152,109

ITEM 2. Properties

~~See~~Our ~~accompanying~~principal ~~notes~~properties toare ~~the~~as ~~financial statements.~~follows:

Biliran Geothermal Power Plant, Philippines

	○	A 2MW geothermal power facility constructed by our subsidiary, SRE Power, completed in September 2023.

	○	Classified as Work-in-Progress as of December 31, 2025, due to a legal dispute.

	○	Beneficial ownership remains with SRE, though formal transfer to Biliran Geothermal Inc. has not yet occurred due to disputes.

Corporate Headquarters – Houston, Texas

	○	Our corporate office is located at 3050 Post Oak Boulevard, Suite 510-Q60, Houston, Texas.

	○	The office is leased on a short-term basis.

Engineering and Prototyping Activities in India

The Company does not own, lease, or operate any facilities in India.

Certain engineering, prototyping, fabrication, testing, and limited manufacturing services are performed for the Company by Vaigunth Enertek, an independent third-party engineering and fabrication company located in India. These services are provided to SRE Power and its affiliates on a contractual, cost-reimbursable basis.

Vaigunth Enertek historically has provided the following services to the Company:

	●	Fabrication and testing of prototype components

	●	Engineering and research and development support

	●	Limited manufacturing services conducted on a cost basis

~~Asia~~The ~~Properties~~Company does not control Vaigunth Enertek’s facilities, ~~Inc~~personnel, or operations. The facilities utilized for these services are owned and operated solely by Vaigunth Enertek and are not considered properties of the Company.

~~STATEMENTS~~The OFrelationship ~~STOCKHOLDERS’~~with ~~DEFICIENCY~~Vaigunth Enertek is governed by a services agreement under which Vaigunth Enertek provides engineering and fabrication services as requested by the Company. The agreement does not grant the Company any ownership interest in Vaigunth Enertek or its facilities, nor does it create a joint venture or partnership. Compensation is based on agreed service fees or cost-plus arrangements for specific work orders.

~~FOR THE~~4. ~~YEARS~~Planned ~~ENDED~~Green ~~DECEMBER~~Methanol ~~31,~~Project ~~2016~~Sites ~~AND~~– ~~2015~~Portugal and Europe-wide

~~(Stated~~HyOrc has entered into a joint venture agreement with Start Lda for the development of waste-to-methanol facilities in USPortugal. ~~Dollars)~~Certain commercial arrangements, including long-term offtake agreements, remain subject to definitive documentation.

						Additional
	Common Stock					Paid in
	Number of			Amount		Capital		Deficit			Total
	Shares			$		$		$			$
Balance December 31, 2014		43,199,362			43,199		3,672,629		(5,049,367	)		(1,333,539	)
Issued for Debt settlement at $0.07-0.12 per share (Note 4)		24,000,000			24,000		1,996,000					2,020,000
Net comprehensive loss for the year		-			-		-		(964,322	)		(964,322	)
Balance December 31, 2015		67,199,362			67,199		5.668,629		(6,013,689	)		(277,861	)
Net comprehensive loss for the year		-			-		-		(31,540	)		(31,540	)
Balance December 31, 2016		67,199,362	*		67,199		5.668,629		(6,045,229	)		(309,401	)

The joint venture plans for the development of a pilot 8 tonne per day (TPD) methanol production facility in Porto, where HyOrc will provide technology for the project, and Start Lda will provide feedstock, land, permits and green methanol off-takers.

*InThe ~~addition,~~company ~~950~~plans ~~million~~to ~~restricted~~expand ~~common~~in ~~shares~~phases ~~were~~from ~~issued~~8 ~~and~~TPD ~~held~~to in400 ~~escrow~~TPD inafter ~~relation~~successful toinstallation of the ~~pending~~pilot ~~transaction as disclosed in Note 5~~plant.

~~See~~The ~~accompanying~~agreement ~~notes~~is material to the ~~financial~~Company ~~statements~~and was previously filed as an exhibit to the Form 10.

The Company has engaged in discussions regarding potential long-term offtake arrangements with a rated biodiesel producer in Portugal, to supply them for a period of 10 years, with the entire methanol production from HyOrc’s pilot plant scheduled to produce 8 tonnes of methanol per day. Binding offtake agreements remain subject to execution of definitive documentation.

ITEM 3. Legal Proceedings

The Company and its subsidiary SRE Power, Inc. are engaged in legal disputes concerning the Biliran geothermal power project in the Philippines.

●

Background: The 2MW plant, constructed by SRE in 2023, has remained offline since October 2024 due to a legal dispute with the project counterparties, Biliran Geothermal Inc. (“BGI”) and Nickel Asia Corporation (“NAC”).

ASIA PROPERTIES, INC.

	●	Claims: SRE alleges breach of contract & fiduciary duty, and bad faith conduct by BGI and NAC. SRE has filed complaints with the Philippines SEC and is preparing litigation seeking damages in excess of $25 million.

	●	Status: The Company continues to explore recovery or settlement options, including a potential sale of the plant. No outcome can be assured at this time.

(AOther ~~Development~~than ~~Stage~~the ~~Company)~~above, we are not a party to any material pending legal proceedings, nor are our properties subject to such proceedings.

~~STATEMENTS~~ITEM OF4. ~~CASH~~Mine ~~FLOWS~~Safety Disclosures

~~FOR~~NOT ~~THE YEARS ENDED DECEMBER 31, 2016 AND 2015~~APPLICABLE.

~~(Stated~~ITEM in5. USMarket ~~Dollars)~~for Registrant’s Common Equity

	Years ended December 31,
	2016			2015
Cash flows from operating activities:
Net loss	$	(31,540	)	$	(964,322	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Shares issued for debt		-			762,199
Changes in operating assets and liabilities:
Accounts payables		1,205			(6,258	)
Accrued liabilities		18,162			18,500
Net cash provided by (used in) operating activities		(12,173	)		(189,881	)
Cash flows from financing activities:
Advances from Line of credit		8,859			2,822
Repayment to shareholders		2,834			187,565
Repayment of note		-			(2,500	)
Net cash provided by (used in) financing activities		11,693			187,887
NET CHANGE IN CASH AND CASH EQUIVALENTS		(480	)		(1,994	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		842			2,836
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	362		$	842
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	10,101		$	9,056
Income tax paid		-			-

Our common stock is quoted on the OTCQB under the ticker symbol “HYOR”.

~~See~~The ~~accompanying~~Company ~~notes~~has tonot ~~the~~declared ~~financial~~or ~~statements~~paid any cash dividends and does not currently intend to pay dividends.

	●	Share Price: As of December 31st, 2025, our stock trades at approximately $0.0845 per share.

	●	Outstanding Shares: Approximately 737 million shares are issued and outstanding.

	●	Market Capitalization: At current prices, this implies a market capitalization of approximately $62.3 million.

	●	Dividend Policy: We have never paid dividends and do not expect to do so in the foreseeable future. We intend to reinvest earnings, if any, into business growth.

Shareholders:

As of December 31, 2025, we had approximately 111 shareholders of record. The actual number of beneficial holders is greater due to shares held in street name through brokerage accounts.

Transfer Agent:

Our transfer agent is Transfer Online, Inc., located in Portland, Oregon.

~~Asia~~ITEM ~~Properties, Inc~~6. Selected Financial Data

~~Notes~~Not torequired ~~the~~for ~~Financial~~smaller ~~statements~~reporting companies.

~~December~~ITEM ~~31,~~7. ~~2016~~Management’s Discussion and ~~2015~~Analysis Of Financial Condition and Results of Operations

~~(Stated~~The following discussion should be read in USconjunction ~~Dollars)~~with our audited financial statements for the years ended December 31, 2024 and 2025 and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements.

~~1. Organization, Development Stage and Going Concern~~Overview

~~Asia~~HyOrc ~~Properties,~~Corporation ~~Inc.~~ (“HyOrc,” the “Company,” “we,” “us,” or “our”) ~~was~~is ~~incorporated~~currently in the ~~Nevada,~~development ~~the~~and ~~United~~early ~~States~~commercialization phase of ~~America~~its onbusiness ~~April~~operations. 6,The ~~1998.~~Company ~~Our~~is ~~management intends~~focused toon ~~seek~~the ~~opportunities~~development toand ~~invest~~deployment of inproprietary ~~real~~technologies ~~estate.~~related ~~The~~to ~~Company~~energy ~~currently~~conversion, ~~does~~waste-to-fuel ~~not~~systems, ~~hold~~and ~~any~~engineering ~~material~~and ~~property~~technical ~~interests~~services performed through its subsidiaries.

~~These financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business.~~ The Company isremains in ~~the~~a ~~development~~growth ~~stage~~ and ~~has~~investment ~~not yet realized profitable operations and has relied on non-operational sources to fund operations~~phase. ~~The~~A ~~Company~~substantial ~~has~~portion ~~suffered~~of ~~recurring losses and additional future loses are anticipated as~~ the Company’s ~~has~~balance ~~not~~sheet ~~yet~~consists ~~been able to generate revenue. In addition, as~~ of ~~December~~goodwill ~~31, 2016, the Company~~and ~~has~~intellectual aproperty ~~working~~assets ~~capital~~arising ~~deficiency~~from ofprior ~~$309,401~~acquisitions ~~(2015 - $277,861)~~ and antechnology ~~accumulated~~development ~~deficit~~activities. ofThese ~~$6,045,229~~assets ~~(2015~~reflect ~~-$6,013,689). The Company~~management’s ~~ability to continue, as a going concern is dependent on successfully executing its business plan, which includes~~ ~~the~~strategy ~~raising~~ of ~~additional~~building ~~funds.~~long-term ~~The~~technology ~~Company~~capabilities will continue to seek additional forms of debt or equity financing, but it cannot provide assurances that it will be successful in doing so. These circumstances raise substantial doubt as to the ability of the Company to meet its obligations as they come due and ~~accordingly,~~project ~~the~~development ~~appropriateness of the use of accounting principles applicable to a going concern~~capacity. ~~The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Such adjustment could be material.~~

2.As ~~Summary~~commercialization ofefforts ~~Significant~~progress, ~~Accounting~~the ~~Policies~~Company expects revenue generation to increase through engineering services, technology licensing, and project development activities.

~~Basis~~Results of ~~Presentation~~Operations for the Year Ended December 31, 2025

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”).Revenue

~~Use~~For the year ended December 31, 2025, the Company reported revenue of ~~Estimates~~$130,789. Revenue during the year primarily reflects technical service activities performed through the Company’s subsidiary, SRE Power Inc., including engineering and project support services related to power generation projects. Revenue levels remain modest relative to the Company’s asset base, reflecting the Company’s early-stage commercialization activities and continued focus on project development and technology deployment.

InOther preparing the financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The significant areas requiring the use of management estimates are related to the accrued liabilities. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ materially from those estimates.Income

~~Cash~~The ~~and~~Company ~~Cash~~recorded ~~Equivalents~~other income of $15,559 during the year ended December 31, 2025. Other income consisted primarily of non-operating income items recognized during the period.

~~The~~Operating ~~Company~~Expenses ~~considers all highly liquid investments purchases with original maturities of three months or less to be cash equivalents. At December 31, 2016~~ and ~~2015, the Company had $362 and $842 in cash respectively.~~Adjustments

~~The~~Operating ~~Company~~expenses ~~did~~during ~~not~~the ~~have~~year ~~any~~consisted ~~cash~~primarily ~~equivalents~~of asprofessional ofservices, ~~December~~administrative 31costs, ~~2016~~contractor expenses, and ~~2015~~public company reporting costs required to maintain regulatory compliance.

In addition, several non-cash adjustments were recorded during the period, including:

	●	Impairment loss: $300,000
	●	Credit loss on accounts receivable and other non-current assets: $95,747
	●	Shares issued for services: $27,463

~~Asia~~These ~~Properties,~~non-cash ~~Inc~~charges reflect management’s review of asset recoverability and settlement of certain services through equity instruments.

~~Notes~~Net ~~to the Financial statements~~Loss

~~December~~For the year ended December 31, ~~2016~~2025, ~~and~~the ~~2015~~Company reported a net loss of approximately $551,294, compared to a net loss of approximately $1,632,163 for the year ended December 31, 2024.

~~(Stated~~The improvement in USnet ~~Dollars)~~loss compared to the prior year primarily reflects lower impairment charges and improved expense control relative to the prior reporting period.

2.Liquidity ~~Summary~~and ofCapital ~~Significant Accounting Policies (continued)~~Resources

~~Income~~Cash ~~Taxes~~and Cash Equivalents

~~The~~As ~~Company~~of ~~accounts~~December ~~for~~31, ~~income taxes in accordance with ASC 740. The Company provides for federal and provincial income taxes payable~~2025, as ~~well as for those deferred because of~~ the ~~timing~~Company ~~differences~~had ~~between~~cash ~~reporting income~~ and ~~expenses~~cash ~~for~~equivalents ~~financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount~~ of ~~assets~~approximately ~~and~~$19,417, ~~liabilities~~compared ~~for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected~~ to ~~apply~~$176,016 ~~to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized~~ as ~~income or expense in the period~~ of ~~the~~December ~~change. A valuation allowance is established~~31, ~~when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized~~2024.

~~Fair~~The ~~Value~~decrease ofin ~~Financial~~cash ~~Instruments~~reflects ongoing operating expenditures and the Company’s limited revenue generation during the period. Net cash flows for the year ended December 31, 2025 were as follows:

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Activity	Cash Flow
Net cash used in operating activities	$	(336,057	)
Net cash provided by investing activities	$	10,518
Net cash provided by financing activities	$	168,941
Net decrease in cash	$	(156,598	)

●Operating cash ~~Level~~outflows 1primarily –reflect ~~Valuation~~corporate ~~based~~operating onexpenses ~~quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets~~ and ~~liabilities~~working incapital ~~active~~movements ~~markets.~~during ●the Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair valueyear.

InFinancing instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.Activities

~~Fair~~During value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the ~~short-term nature~~year ofended ~~these~~December ~~instruments or interest rates that are comparable to market rates. These financial instruments include cash~~31, ~~and accounts payable and accrued liabilities. The Company’s cash~~2025, ~~which~~the ~~is carried at fair value, is classified as a Level 1. The~~ Company’s ~~bank~~raised ~~accounts~~capital ~~are~~through ~~maintained~~equity-related ~~with~~financing ~~financial institutions of reputable credit~~activities, ~~therefore, bear minimal credit risk~~including:

Earnings (Loss) Per Share

	●	Proceeds from issuance of common stock: $63,001
	●	Subscriptions received for common stock pending issuance: $105,941

~~The~~Total ~~Company~~financing ~~has~~inflows ~~adopted~~during the ~~Financial~~year Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were ~~no potentially dilutive shares outstanding as at December 31~~$168, ~~2016 and 2015~~941.

Subsequent Financing Activity

Subsequent to year end, the Company completed several financing transactions to support working capital and operational activities.

On January 5, 2026, the Company entered into a Regulation S equity subscription agreement for $50,000, followed by an additional Regulation S equity subscription agreement for $10,000 approximately one week later.

In early March 2026, the Company entered into a $150,000 convertible loan agreement with GS Capital.

These financings are expected to provide additional liquidity to support ongoing operations and business development activities.

~~Asia Properties, Inc.~~Receivables

~~Notes~~As toof December 31, 2025, the ~~Financial~~Company ~~statements~~reported trade receivables of approximately $237,120.

~~December~~A ~~31,~~portion ~~2016~~of the Company’s working capital is therefore dependent on the collection of outstanding receivable balances related to engineering services and ~~2015~~project-related activities.

~~(Stated~~Management inevaluates USthe ~~Dollars)~~collectability of receivables and recorded a credit loss provision of $95,747 during the year based on its review of recoverability.

2.Capital ~~Summary of Significant Accounting Policies (continued)~~Structure

~~Foreign~~As ~~Currency~~of ~~Translation~~December 31, 2025, the Company reported the following equity balances:

The functional currency of the Company is the U.S. dollar. Certain monetary assets and liabilities of the Company denominated in Canadian dollars are remeasured into U.S. dollars at exchange rates in effect at the balance sheet dates. Non-monetary assets and liabilities are remeasured at historical exchange rates, unless such items are carried at market, in which case they are translated at the exchange rates in effect on the balance sheet date. Revenues and expenses are remeasured at rates approximating the exchange rates in effect at the time of the transaction. During the years ended December 31, 2016 and 2015, substantially all cash expenses were transacted in U.S. dollars.

Item	Amount
Additional Paid-in Capital	$	29,674,210
Share Capital	$	737,091
Retained Earnings (Deficit)	$	(8,174,862	)

~~Share-Based~~The ~~Payments~~Company is primarily financed through equity capital and does not currently carry significant long-term debt obligations.

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.Investments

~~The~~As ~~Company~~of ~~accounts~~December ~~for stock based compensation awards issued to non-employees for services~~31, ~~as prescribed by ASC 718-10~~2025, ~~at either~~ the ~~fair~~Company ~~value~~reported ofinvestment ~~the~~balances ~~services~~of ~~rendered~~approximately ~~or the instruments issued in exchange for such services~~$119,310. ~~whichever~~These isinvestments ~~more~~represent ~~readily~~minor ~~determinable,~~non-core ~~using~~holdings ~~the~~and ~~guidelines~~are ~~in ASC 505-50. The Company issues compensatory shares for services including, but~~ not ~~limited~~considered ~~to,~~a ~~executive, management,~~primary ~~accounting,~~focus ~~operations,~~of ~~corporate~~the ~~communication,~~Company’s ~~financial~~strategic ~~and administrative consulting services~~operations.

~~Comprehensive~~Assets ~~(Loss)~~and Long-Term Investment Strategy

~~ASC~~Intangible ~~220~~Assets ~~“Comprehensive Income” establishes standards for reporting~~ and ~~display of comprehensive income, its components and accumulated balances. The net loss is equivalent to the comprehensive loss for the periods presented.~~Goodwill

As of December 31, 2025, the Company reported:

Asset	Amount
Goodwill	$	15.76 million
Patents	$	3.60 million

These assets represent a significant portion of the Company’s total asset base and reflect prior acquisitions and investments in proprietary technology platforms.

The economic value of these assets depends on the Company’s ability to generate future economic benefits through commercialization, licensing, and deployment of its technology platform.

Management evaluates the recoverability of goodwill and intangible assets on at least an annual basis, or more frequently if events or changes in circumstances indicate that impairment may exist. The Company’s assessment considers qualitative and quantitative factors including the current stage of commercialization of its technology platform, expected future project deployments, licensing opportunities, and projected long-term cash flows associated with planned waste-to-fuel and energy conversion projects.

Although current revenues remain limited as the Company advances its commercialization strategy, management believes that the underlying technology platform and associated intellectual property continue to provide the potential for future economic benefit. Accordingly, management concluded that no impairment of goodwill or patents was required as of December 31, 2025.

~~Asia~~Property ~~Properties,~~and ~~Inc.~~Equipment

~~Notes~~As toof December 31, 2025 the ~~Financial~~Company ~~statements~~reported equipment with a carrying value of approximately $2.62 million.

~~December~~These ~~31,~~assets ~~2016~~represent operational equipment and ~~2015~~infrastructure intended to support the Company’s future project development and commercialization activities.

~~(Stated~~Project inDevelopment ~~US Dollars)~~Activities

2.Subsequent ~~Summary~~to December 31, 2025, the Company entered into a definitive agreement with On Energy and its affiliated entities relating to the development of ~~Significant~~a ~~Accounting~~waste-to-methanol ~~Policies~~project ~~(continued)~~in Bulgaria.

~~Recent~~The ~~Accounting~~proposed ~~Pronouncements~~facility is designed to convert pre-processed municipal waste in the form of refuse-derived fuel (“RDF”) into low-carbon methanol and is expected to process approximately 56,000 tonnes of RDF annually, supporting potential methanol production of approximately 18,000 to 20,000 tonnes per year.

The Company ~~adopted~~expects ~~the accounting pronouncement issued by the FASB~~ to ~~update~~participate guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the ~~income~~project ~~statement~~through ~~when~~technology ~~the~~licensing, ~~awards~~engineering ~~vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition~~services, ~~this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards~~ and ~~(b)~~project ~~employers’~~development ~~accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation~~support. ~~The adoption of this pronouncement did not have a material impact on the Company’s financial position and/or results of operations.~~

InManagement ~~February~~believes ~~2016,~~this anproject ~~accounting~~represents ~~pronouncement~~an ~~was~~important ~~issued~~step byin the ~~FASB~~Company’s tostrategy ~~replace existing lease accounting guidance. This pronouncement is intended~~ to ~~provide~~deploy ~~enhanced~~its ~~transparency and comparability by requiring lessees~~ waste-to ~~record right~~-~~of-use~~fuel ~~assets~~technology ~~and~~platform ~~corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized~~ in ~~a manner~~ ~~similar~~international ~~to current accounting guidance~~markets. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on the financial position and/or results of operations.

~~On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement~~Off-~~period adjustments retrospectively. Instead, an acquirer will recognize~~Balance aSheet measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the financial position and/or results of operations.Arrangements

OnThe ~~January 1, 2016, the~~ Company ~~adopted~~had ~~the~~no ~~accounting~~material pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the off-balance sheet arrangements as ~~a direct deduction from the carrying amount~~ of ~~the~~December ~~related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis~~31, ~~and the adoption did not have a material impact on the financial position and/or results of operations~~2025.

InCritical ~~November~~Accounting ~~6015,~~Policies an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on the financial position and/or results of operations.Estimates

3.Preparation ~~Line~~of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect reported amounts of ~~Credit~~assets, liabilities, revenues, and expenses.

~~The~~Significant ~~Company~~areas ~~has~~requiring amanagement ~~revolving~~judgment credit facility with Wells Fargo for a maximum business line amount of $62,500. Interest is charged at 13.00% annually (2015 – 12.75%). As at December 31, 2016, the balance amounted to $59,169 (2015 - $50,310). The line of credit is secured personally by a shareholder of the Company.include:

	●	valuation of goodwill and intangible assets
	●	allowance for doubtful accounts
	●	revenue recognition timing
	●	determination of whether development costs should be capitalized or expensed

Changes in these estimates could materially affect future financial results.

Risks and Uncertainties

The Company faces several risks typical of early-stage commercialization companies, including:

Limited Revenue Base

Current revenues remain modest relative to the Company’s asset base and operating structure.

Liquidity Constraints

Limited cash reserves require continued access to capital markets and careful management of operating expenditures.

Intangible Asset Risk

A significant portion of the Company’s asset base consists of goodwill and intellectual property whose value depends on successful commercialization.

Receivable Collection Risk

A portion of current assets consists of trade receivables, which exposes the Company to potential credit and collection risk.

~~Asia Properties, Inc.~~Outlook

~~Notes~~Management toexpects ~~the~~gradual ~~Financial~~revenue ~~statements~~growth as commercialization efforts progress and as engineering services and project development activities expand.

~~December~~The ~~31,~~Company’s ~~2016~~strategic ~~and~~priorities ~~2015~~include:

~~(Stated in~~● USstrengthening ~~Dollars)~~liquidity through financing activities ● improving receivable collections ● monetizing intellectual property through licensing and project deployment ● maintaining disciplined operating cost control

~~4. Common Stock~~Conclusion

~~The~~HyOrc ~~following~~Corporation ~~table~~remains ~~summarizes~~in ~~common~~a ~~stock~~transitional ~~issuances~~stage ~~for~~as ~~the~~it ~~years~~advances ~~ended~~from astechnology ofdevelopment ~~December~~toward ~~31,~~broader ~~2016 and 2015:~~commercialization.

		Number of Shares		Common Stock Amount
Balance as of December 31, 2013			41,921,162	$	41,921
Issued 408,200 shares for the settlement of debt	a		408,200		408
Issued 500,000 shares for the settlement of services	b		500,000		500
Issued 370,000 shares for the settlement of debt	c		370,000		370
Balance as of December 31, 2014			43,199,362		43,199
Shares issued for debt settlement at $0.07-0.12 per share	d		24,000,000		24,000
Shares issued for investment and held in escrow	e		-		-
Balance as of December 31, 2015 and 2016			67,199,362		67,199

While the Company currently generates limited revenue and operates with constrained liquidity, management believes the Company’s intellectual property portfolio, technology platform, and project development activities provide a foundation for future revenue growth.

a)Future performance Onwill ~~August~~depend ~~25,~~on ~~2014,~~ the Company’s ~~issued~~ability ~~408,200 common shares at $ 0.05~~ to ~~settle~~successfully acommercialize ~~debt~~its ~~of $14~~technologies,~~000~~ ~~and~~secure ~~accrued~~project ~~interest of $6~~financing,~~400.~~ b) On August 27, 2014, the Company issued 500,000 common shares for services rendered to consultant. c) On December 29, 2014 the Company issued 370,000 common shares to settle a debt of $ 18,500. d) On January 1, 2015 and execute January 2, 2015, the Company issued 6,800,000 and 17,200,000 shares of common stock at $0.12 and $0.07 per share respectively (which was the market value of the shares of the Company on transaction date) to settle a debt of $1,257,801 owed to a former director of the Company. Accordingly, the Company recorded a loss of $762,199 on conversion of debt. e) On January 19, 2015, the Company issued 950,000,000 shares of restricted common stock for the purchase of 100% shares of Asia Innovation Technology Limited and its ~~assets.~~project ~~The~~development ~~acquisition has not yet closed on the date of this filing and the shares are held in escrow as disclosed in Note 5~~strategy.

The Company’s authorized capital consists of 2,000,000,000 shares of common stock. At December 31, 2016 and 2015, there were 1,017,199,362 shares of common stock issued and outstanding comprising of 982,186,650 restricted shares, including 950,000,000 shares of restricted common stock for the purchase of 100% shares of Asia Innovation Technology Limited and its assets, as disclosed above and 35,012,712 non-restricted shares. These restricted shares will be available for sale under Rule 144 of the Securities Act of 1933, as amended, when the conditions of Rule 144 have been met.

~~Asia~~ITEM ~~Properties, Inc~~7A. Quantitative and Qualitative Disclosures About Market Risk

~~Notes~~Not torequired ~~the~~for ~~Financial~~smaller ~~statements~~reporting companies.

~~December~~ITEM ~~31,~~8. ~~2016~~Financial Statements and ~~2015~~Supplementary Data

~~(Stated~~The inaudited USconsolidated ~~Dollars)~~financial statements of HyOrc Corporation and subsidiaries as of and for the years ended December 31, 2024, and 2025, together with the report of independent registered public accounting firm Suri & Co., are included herein.

5. Pending Transaction

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID No: 6727)	23

Consolidated Balance Sheets	24

Consolidated Statements of Operations and Comprehensive Loss	25

Consolidated Statements of Stockholders’ Equity	26

Consolidated Statements of Cash Flows	27

Notes to the Consolidated Financial Statements	28

On January 6, 2015, the Company signed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares of Asia Innovation Technology Limited, a Hong Kong corporation (“AITL”), registered in the British Virgin Islands. Pursuant to the Agreement, the Company agreed to issue 950 million restricted common shares of the Company to the shareholders of AITL in exchange of 100% of the shares of AITL and all of its assets.

As per clause 6.4 of the Agreement, shares issued shall be held in escrow and shall be deemed to be in full control of the Company until the closing of transaction which is outstanding, pending completion of certain conditions relating to the valuation of assets to be acquired and audit of the financial position.

6. Income Taxes

Income taxes

The provision for income taxes is calculated at US corporate tax rate of approximately 34% (2015: 34%) as follows:

	2016			2015
Net loss for the year	$	(31,540	)	$	(964,322	)
Expected income tax recovery from net loss		10,724			327,869
Tax effect of expenses not deductible for income tax:
Fair value of shares issued for settlement of debt		-			(259,148	)
Change in valuation allowance		(10,724	)		(68,721	)
		-			-

Deferred tax assets

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of December 31:

	2016			2015
Deferred Tax Assets - Non-current:
Tax effect of NOL Carryover		1,444,445			1,433,721
Less valuation allowance		(1,444,445	)		(1,433,721	)
Deferred tax assets, net of valuation allowance		-			-

At December 31, 2016, the Company had net operating loss carryforwards of approximately $4,248,367 (2015: $4,216,832) that may be offset against future taxable income from the year by 2036. No tax benefit has been reported in the December 31, 2016 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

~~Asia~~REPORT ~~Properties,~~OF ~~Inc.~~INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

~~Notes to~~To the ~~Financial~~Shareholders ~~statements~~and Board of Directors of HyOrc Corporation (f/k/a Asia Properties Inc)

~~December 31,~~Opinion ~~2016~~on ~~and~~the ~~2015~~Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of HyOrc Corporation and the subsidiary (~~Stated~~the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, consolidated statements of stockholders’ equity (deficit) and consolidated statements of cash flows for each of the two years in USthe ~~Dollars~~period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with Generally Accepted Accounting Principles of United States of America.

~~7. Subsequent~~Matters ~~Events~~related to Going Concern

~~Effective April~~The ~~14,~~accompanying ~~2017,~~consolidated financial statements have been prepared assuming that the Company ~~has~~will ~~executed~~continue as a ~~Sale~~going ~~and~~concern. ~~Purchase~~As ~~Agreement~~discussed ~~(the~~in ~~“Agreement”)~~Note 2 to ~~acquire~~the ~~100%~~consolidated offinancial statements if the ~~shares~~company is unable ~~and~~to ~~assets~~obtain ~~Sino~~sufficient ~~King~~amount ~~Management~~of ~~Limited~~additional capital to alleviate liquidity needs, ~~(“SKML”)~~it amay ~~company~~be ~~incorporated~~required ~~under~~to reduce the ~~laws~~scope of ~~British~~its ~~Virgin Islands.~~planned ~~Pursuant~~development. toThe ~~the~~company ~~Agreement,~~has ~~Asia~~suffered ~~Properties,~~losses ~~Inc.~~from operations and has ~~agreed~~an accumulated deficit that raise substantial doubt about its ability to ~~issue~~continue ~~600~~as ~~million~~a ~~restricted~~going ~~common~~concern. ~~shares~~Management’s ofplans ~~the~~in ~~Company~~regard to ~~acquire 100%~~these ofmatters are also described in Note 2 to the ~~shares~~consolidated ~~and~~financial statements. ~~assets~~The consolidated financial statements do not include any adjustments that might result from the outcome of ~~SKML~~this uncertainty.

~~Additionally, at~~Explanatory ~~the~~Paragraph ~~Closing,~~- ~~ASPZ~~Other ~~shall~~Non-Current ~~deliver~~Assets to SKML, Stock certificate(s) representing six hundred million shares issued in the name or names designated by SKML. It is understood that the stock certificates so delivered will display the required restrictive legend pursuant to Rule 144 of the United States Securities and ~~Exchange~~Related ~~Act.~~Impairment

~~The~~We draw attention to Note 1 and Note 2 of the consolidated financial statements ~~Agreement~~regarding ~~further~~recognition ~~states~~of ~~that~~Other ~~both~~Non ~~Parties~~Current ~~agree~~Assets ~~that~~towards ~~all~~the ~~shares~~lien ~~issued,~~by ~~pursuant~~the tocompany over the ~~terms~~Geothermal facility establishing the right over those assets and ~~conditions~~the subsequent impairment on account of the ~~agreement, shall~~facility bebeing ~~held~~non inoperational ~~escrow~~due ~~and~~to ~~shall~~persistent begrid ~~deemed~~instability toand the bephysical indamage caused by the ~~full~~typhoon ~~control~~and dispute with BGI and realisability of ~~Asia~~the ~~Properties,~~claim ~~Inc.~~from ~~until~~the insurance company and the ~~Closing~~consequential management estimate towards recognition of impairment of $300,000.

Our opinion is not modified with respect to this matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have, nor we have engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Suri & Co., Chartered Accountants

We have served as the Company’s auditors since 2024.

Place: Trivandrum, India

Date: March 29^th 2026

~~ITEM~~HYORC 9.CORPORATION ~~CHANGES IN~~ AND ~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~SUBSIDIARY

~~Effective~~CONSOLIDATED ~~July~~BALANCE ~~18,~~SHEET ~~2017,~~AS the Board of Directors of Asia Properties, Inc., (the “Company”) notified Weld Asia Associates the Company’s independent registered public accounting firm, that it was terminating its engagement of Weld Asia Associates as the Company’s independent registered public accounting firm.AT

The audit reports by Weld Asia Associates on the financial statements of the Company that were issued during the period from March 22, 2015 to July 18, 2017 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, other than an explanatory paragraph regarding the Company’s ability to continue as a going concern.

	2025			2024
	Year Ended
	December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	19,417		$	176,016
Accounts receivable, net		36,541			-
Total current assets		55,958			176,016
Property, plant and equipment, net		-			-
Goodwill		15,755,344			15,755,344
Other intangible assets, net		3,604,558			3,604,558
Other non current assets		2,320,000			2,700,000
Total assets	$	21,735,860		$	22,235,918

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	15,000		$	160,168
Total liabilities		15,000			160,168

Commitments and contingencies (Refer to Note 6)		-			-

Stockholders’ equity (deficit):
Common stock, 2,000,000,000 shares authorized, $0.001 par value, 737,089,956 and 728,193,618 shares issued and outstanding as of December 31, 2025 and 2024, respectively		737,090			728,194
Common stock subscribed	$	105,941			-
Additional paid-in capital	$	29,645,364			29,563,797
Accumulated deficit	$	(8,767,535	)		(8,216,241	)
Total stockholders’ equity (deficit)		21,720,860			22,075,750
Total liabilities and stockholders’ equity (deficit)	$	21,735,860		$	22,235,918

Prior to its termination, there were: (i) no disagreements between the Company and Weld Asia Associates on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Weld Asia Associates, would have caused Weld Asia Associates to make reference to the subject matter of the disagreement in their reports on the Company’s financial statements for such years, and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

Effective on July 18, 2017, SRCO Professional Corporation Chartered Professional Accountants were engaged as the Company’s new independent registered public accounting firm to audit the Company’s financial statements. Prior to March 22, 2015: (i) no consultations occurred between the Company and SRCO Professional Corporation Chartered Accountant during the period commencing March 26, 2015, regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, the type of audit opinion that might be rendered regarding the Company’s financial statements, or other information provided that was an important factor considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions or a reportable event requiring disclosure pursuant to Item 304(a)(1)(iv) of Regulation S-K.

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of the end of the period covered by this report, and under the supervision and with the participation of management, including its Chief Executive Officer/Chief Financial Officer, who is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, such persons conducted an evaluation of the effectiveness of the design and operation of these disclosure controls and procedures.

Based on this evaluation and subject to the foregoing, the Company’s Chief Executive Officer/Chief Financial Officer concluded that these controls are not effective because there is a material weakness in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over reporting such that there is a reasonable possibility that that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified is that all of the Company’s accounting functions, including the preparation of audit and financial statements are carried out and reviewed by our Chief Executive Officer/Chief Financial Officer. The Company does not have a separate audit committee at this time. The lack of accounting staff results in a lack of segregation of duties and technical accounting experience necessary for an effective internal control system.

The Company recognizes the importance of internal controls. As the Company is currently a development stage company with limited ongoing financial operations, in an effort to mitigate this material weakness to the fullest extent possible, at present the Chief Executive Officer reviews the Company’s financial information and reports for reasonableness. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weakness, it will be immediately implemented. As the Company grows in size and as its finances allow, management will hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed by our financial consultant.

~~Management’s~~HYORC ~~Annual~~CORPORATION ~~Report~~AND ~~on Internal Control over Financial Reporting~~SUBSIDIARY

~~Section 404~~CONSOLIDATED ofSTATEMENT ~~the~~OF ~~Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal control over financial~~OPERATIONS ~~reporting~~AND ~~and~~COMPREHENSIVE ~~include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of our internal control over financial reporting.~~LOSS

~~Our~~FOR ~~management~~THE isYEAR responsible for establishing and maintaining adequate internal control over financial reporting; as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management certifies that this report is complete, that this report complies with all relevant regulatory requirements, and that our internal control over financial reporting is not effective, as of December 31, 2016.ENDED

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

	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	)

Weighted average common stock outstanding - basic and diluted		733,383,149			685,715,657

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)

EPS computation

Common shares outstanding from Jan 2024 to Aug 2024 - SRE					1,000,000
Exchange ratio					655.37
Adjusted Common shares outstanding from Jan 2024 to Aug 2024					382,301,649

Common shares outstanding from acquisition till Dec 31, 2025
Common shares outstanding from acquisition till Dec 31, 2024 (Actual number of shares of HyOrc)					303,414,008

Weighted average number of common shares outstanding (2024)					685,715,657
Weighted average number of common shares outstanding (2023)					655,374,256

Changes in Internal Controls

During the year ended December 31, 2016, there have not been any changes in the Company’s internal controls that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting. However, please note the discussion above.

ITEM 9B. OTHER INFORMATION

None.

~~PART~~HYORC ~~III~~CORPORATION AND SUBSIDIARY

~~ITEM~~CONSOLIDATED ~~10.~~STATEMENTS ~~DIRECTORS,~~OF ~~EXECUTIVE~~STOCKHOLDERS’ ~~OFFICERS, AND CORPORATE GOVERNANCE~~EQUITY

~~Each~~FOR ofTHE ~~our~~YEAR directors serves until his successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The board of directors has no nominating, auditing or compensation committees.ENDED

The names, addresses, ages and positions of our present officers and directors is as follows:

	Shares		Amount		Subscribed		Capital		Deficit			(Deficit)
	Common Stock				Common Stock		Additional Paid-in		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Subscribed		Capital		Deficit			(Deficit)
Balances at December 31, 2023		655,374,256		655,374		-		9,344,626		(6,584,078	)		3,415,922
Shares issued for purchase of assets		32,768,712		32,769		-		3,571,790		-			3,604,558
Consideration effectively transferred on reverse acquisition (refer to Note 3)		40,050,650		40,051		-		16,647,382		-			16,687,432
Net loss		-		-		-		-		(1,632,163	)		(1,632,163	)
Balances at December 31, 2024		728,193,618	$	728,194	$	-	$	29,563,797	$	(8,216,241	)	$	22,075,750
Balance		728,193,618	$	728,194	$	-	$	29,563,797	$	(8,216,241	)	$	22,075,750

Shares issued for Services availed		2,746,338		2,746		-		24,717		-			27,463
Shares issued during the year		6,150,000		6,150		-		56,850		-			63,000
Common stock subscribed		-		-		105,941		-		-			105,941
Net loss		-		-		-		-	$	(551,294	)		(551,294	)
Balances at December 31, 2025		737,089,956		737,090		105,941		29,645,364		(8,767,535	)		21,720,860
Balance		737,089,956		737,090		105,941		29,645,364		(8,767,535	)		21,720,860

Name and Address	Age	Position Held
Chen Junyan Two Exchange Square, 8/fl 8 Connaught Place, Central, Hong Kong KKKJongKKongKongKong	52	President, Chief Executive Officer, Secretary and Director
Fan Haoran Two Exchange Square, 8/fl 8 Connaught Place, Central, Hong Kong	52	Director
Dennis Burns INVest Train PO Box 362, Tiffin, OH 44883	52	Investor relations

The persons named above have held their offices for the last 12 months and are expected to continue until the next annual meeting of our stockholders.

Background of Officers and Directors

Chen Junyan, President, Chief Executive Officer, Secretary and Director

Mr. Chen Junyan was appointed to the position of President and CEO of Asia Properties Inc. in mid-July 2016. He focuses on the development of new energy in the automotive industry. He has made remarkable achievements by constantly identifying new business opportunities, embracing change and re-invention. He will introduce new energy and development within the automotive sectors to the Company and continue to shape the sense of purpose and chart the Company’s future direction.

Conflicts of Interest

There are no potential conflicts of interest.

Involvement in Certain Legal Proceedings

Other than as described in this section, to our knowledge, during the past five years, no present or former director or executive officer of our company:

1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; 2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); 3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities:

(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws;

4)HYORC CORPORATION ~~was~~AND the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; 5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; 6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.SUBSIDIARY

~~Audit~~CONSOLIDATED ~~Committee~~STATEMENT ~~and~~OF ~~Charter~~CASH FLOW

~~We do~~FOR ~~not~~THE ~~have~~YEAR a separately designated audit committee of the board. Audit committee functions are performed by our sole director who is not deemed independent as he holds a position as an officer of our Company. Our audit committee is responsible for:ENDED

	(1)	Selection and oversight of our independent accountant;
		2025			2024
	(2)	Establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters;
		Year Ended
	(3)	Establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters;
		December 31,
	(4)	Engaging outside advisors; and,
		2025			2024
	(5)	Funding for the outside auditory and any outside advisors engagement by the audit committee.
Cash flows from operating activities:
Net loss		$	(551,294	)	$	(1,632,163	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment loss		$	300,000			1,232,088
Gain on Sale of Property, plant and equipment		$	(10,518	)		-
Credit loss on Account receivables and Other non current asset		$	95,747			-
Shares issued for services availed		$	27,463			-
Changes in operating assets and liabilities
Accounts recivables Net			(52,288	)		-
Accounts payable and accrued liabilities			(145,168	)		54,218
Net cash (used in) operating activities			(336,057	)		(345,857	)
Cash flows from Investing activities:
Proceeds from disposal of Unproved properties		$	10,518			-
Net cash provided by Investing activities			10,518			-
Cash flows from financing activities:
Proceeds from issuance of common stock			63,001			-
Subscriptions received for common stock pending issuance			105,941			-
Net cash provided by financing activities			168,941			-
Net change in cash and cash equivalents			(156,598	)		(345,857	)
Cash and cash equivalents at beginning of year			176,016			521,873
Cash and cash equivalents at end of year		$	19,417		$	176,016
Supplemental disclosure of cash flow information:
Cash paid for income taxes		$	-		$	-
Cash paid for interest		$	-		$	-
Supplemental non-cash investing and financing activities:
Net assets acquired in reverse acquisition		$	-		$	932,088
Common shares issued as consideration effectively transferred		$	-		$	16,687,432
Common shares issued for purchase of asset		$	-		$	3,604,558
		$	27,463
			19,417.07			176,016
			(0.34	)		0.11

Audit Committee Financial Expert

	Year Ended
	December 31,
	2025			2024
Net cash provided by/(used in) operating activities	$	(336,057	)	$	(345,857	)
Net cash (used in)/provided by financing activities	$	168,941		$	-
Net change in cash and cash equivalents	$	(156,598	)	$	(345,857	)

~~None~~The ofabove ~~our~~statement ~~directors~~of orcash ~~officers~~flows ~~have~~should ~~the qualifications or experience to~~ be ~~considered~~read ain ~~financial~~conjunction ~~expert.~~with ~~We believe~~ the ~~cost~~accompanying ~~related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, we believe the services of a financial expert are not warranted.~~notes

Section 16(a) of the Securities Exchange Act of 1934

As of the date of this report, we are not subject to section 16(a) of the Securities Exchange Act of 1934.

~~ITEM~~HYORC ~~11.~~CORPORATION ~~EXECUTIVE~~AND ~~COMPENSATION~~SUBSIDIARY

~~The following~~NOTES ~~table~~TO ~~sets~~THE ~~forth~~CONSOLIDATED ~~the compensation paid by us for the last three fiscal years ending December 31 for each of our officers.~~FINANCIAL This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.STATEMENTS

Executive Officer Compensation Table

Non-Equity

Nonqualified

Name

Incentive

Deferred

All

And

Stock

Option

Plan

Compensation

Other

Principal

Salary

Bonus

Awards

Compensation

Earnings

Compensation

Total

Position

Year

(US$)

(a)

(b)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Fan Haoran

2016

President & Chief Executive Officer

Fan Haoran President & Chief Executive Officer

2015

Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Compensation~~The Company was initially organized in the name of Asia Properties, Inc. on April 6, 1998, as a Wyoming Corporation, seeking opportunities to invest in real estate. On April 3, 2019. the Company moved its jurisdiction from the State of ~~Directors~~Nevada to the State of Wyoming. The Company’s common stock is trading in the OTC Market under the symbol “ASPZ”.

~~There~~On ~~are~~June no27, ~~contractual~~2024, ~~arrangements with any member of~~ the ~~board~~Company ofacquired ~~directors.~~a ~~They~~Texas ~~have~~hydrogen notechnology ~~director’s~~company, ~~service~~SRE ~~contracts~~Power, ~~and are~~Inc ~~not~~(“SRE”) ~~compensated~~ for ~~their services as directors. On September 30~~655, ~~1998~~374,258 ~~Asia~~newly ~~Properties,~~issued ASPZ ~~Inc.~~common ~~authorized a~~ stock. ~~option~~SRE ~~plan known~~is asnow ~~the~~100% ~~“Asia~~owned ~~Properties,~~by ~~Inc~~ASPZ. ~~Stock~~ASPZ ~~Option~~is ~~Plan”.~~now ~~Awards~~conducting ~~are~~the ~~not~~business ~~restricted~~of todeveloping ~~any~~the ~~specified~~HyOrc ~~form~~hydrogen orengine ~~structure~~technology and ~~may~~the ~~include,~~other ~~without~~technologies ~~limitation,~~owned ~~sales~~by ~~or Stock and Derivative securities~~SRE. ~~The~~ASPZ ~~aggregate~~filed ~~number~~for ofa ~~shares~~name ofchange ~~stock~~with ~~which~~Wyoming ~~may be~~in ~~purchased~~September ~~pursuant~~2024 toand ~~the plan~~ is ~~1,000,000~~currently ~~shares.~~doing Nobusiness as ~~award~~HyOrc ~~holder~~Corporation. ~~has~~(“HyOrc” ~~any~~/ ~~rights~~“we”/ as“our”/ a“us”) ~~stockholder~~(Refer ~~prior~~ to ~~the~~Principles ~~date~~ of ~~issuance~~Consolidation ~~to him of a certificate or certificates for such shares~~below). ~~The~~As ~~Board~~part ~~may~~of ~~amend~~the transaction, ~~suspend~~ASPZ orwas ~~discontinue~~renamed ~~the~~HyOrc ~~plan anytime~~Corporation. ~~The~~Following ~~plan is intended to comply with Rule 16b-3 promulgated by~~ the ~~Securities~~merger, ~~and~~former ~~Exchange~~SRE ~~Commission~~shareholders ~~under~~became the ~~exchange Act and is subject~~controlling toshareholders ~~all applicable federal and state laws, rules and regulations and to approvals by relevant government or regulatory agencies. There were no stock options issued and outstanding as~~ of ~~December 31, 2016 and 2015~~HyOrc.

Director’s Compensation Table

Fees

Non-Equity

Nonqualified

Earned or Paid in

Stock

Option

Incentive Plan

Deferred Compensation

All Other

Cash

Awards

Compensation

Earnings

Compensation

Total

Name

Year

(US$)

(a)

(b)

(d)

(e)

(f)

(g)

(h)

(i)

Fan Haoran

2016

2015

This merger provided HyOrc with:

~~Indemnification~~● Operational experience in power plant construction. ● A platform to commercialize engine and clean fuel technologies. ● A publicly traded vehicle to access capital markets.

~~Under~~Joint ~~our~~Venture Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.Agreement

On September 15^th 2025, the company has entered into Joint venture Agreement with Start Lda (A Portugal based company) for forming a Joint venture based company, HYORC START GREEN FUELS, LDA with 50-50 share in the Joint venture company.

As per the agreement the company has to contribute the following as per agreement,

	(i)	One 35 TPD RDF gasifier unit (currently in factory, ready for deployment);

	(ii)	One methanol synthesis reactor to convert 25 TPD of syngas to methanol;

	(iii)	One HyOrc engine to utilize 10 TPD of syngas for onsite power generation;

	(iv)	Engineering, integration, commissioning, and technology management.

In addition to this the company will bring the Patents which the company acquired as part of Business combination which took place in 2024. This Intellectual Property will be the property of the company there will be no share in this.

Start Lda contributing land, permits, and local infrastructure support . The JV Company will be responsible for generating and distributing profits equally between the parties.

As of December 31, 2025, no capital contributions or operational activities have commenced. Accordingly, no transactions related to this arrangement have been recognized in the Company’s consolidated financial statements for the year ended December 31, 2025.

The Company has evaluated this arrangement and determined that, as of December 31, 2025, no consolidation or equity method accounting is required, as no controlling financial interest or investment exists as of the reporting date.

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

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.

~~ITEM~~Further, 12at the closing, the then Board member of the Company. ~~SECURITY~~Debra ~~OWNERSHIP~~Childers OFhad ~~CERTAIN~~tendered ~~BENEFICIAL~~her ~~OWNERS~~resignation ~~AND~~as ~~MANAGEMENT~~the ~~AND~~director ~~RELATED~~and ~~STOCKHOLDER~~the ~~MATTERS~~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.

~~The~~We ~~following~~determine ~~table~~SRE ~~sets~~an ~~forth,~~accounting asacquirer ofbased on the ~~date~~following offacts: ~~this~~(i) ~~report,~~after the ~~total~~reverse ~~number~~acquisition, offormer ~~shares~~shareholders ~~owned beneficially by each~~ of ~~our~~SRE ~~directors,~~held ~~officers~~a ~~and~~majority ~~key~~of ~~employees,~~the ~~individually~~voting ~~and~~interest asof athe ~~group,~~combined ~~and~~company; ~~the~~(ii) ~~present~~former ~~owners~~Board of 5%Directors orof ~~more~~SRE ofpossess ~~our~~majority ~~total~~control ~~outstanding~~of ~~shares.~~the Board ~~The~~of ~~table~~Directors ~~also~~of ~~reflects~~the ~~what~~combined ~~their~~company; ~~ownership~~(iii) ~~will~~Reginald, bebeing ~~assuming~~the ~~completion~~member of the ~~sale~~management of ~~all~~SRE ~~shares~~is inresponsible ~~our~~for ~~public~~the ~~offering.~~management ~~The~~of ~~stockholder~~the ~~listed~~combined ~~below~~company. ~~has~~As ~~direct~~such, ~~ownership~~we ofhave ~~his~~treated ~~shares~~the ~~and~~financial ~~possesses~~statements ~~sole~~of ~~voting~~SRE ~~and~~as ~~dispositive~~the ~~power~~historical ~~with~~financial ~~respect~~statements toof the combined ~~shares~~company (“consolidated financial statements” / “financial statements”).

	As of December 31, 2016
Name and Address of Beneficial Owner	Shares(1)		Percent
Named Executive Officers and Directors
Directors and Executive Officers as a Group (Two Persons)		0		0.0	%
Beneficial Owners of in Excess of 5% (other than Named Executive Officers and Directors)
		1
Indian Ocean Management Limited Cyber Tower, Ebene Reduit Mauritius		3,200,000		7.4	%
CS Harborne c/o Dieterich and Associates 11300 W Olympic Boulevard, Los Angeles		3,409,984		7.8	%
Lim Ah Swee TWO IFC, 39th floor, 8 Finance Street Hong Kong		2,800,000		6.4	%
Wong Kin Wang c/o 188 Connaught Road 18/fl, Central Hong Kong		2,400,000		5.5	%

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).

~~[1]~~Consequent ~~The~~to ~~persons~~the ~~named~~reverse ~~above~~acquisition, ~~may~~the befinancial ~~deemed~~statements toof bethe newly combined entity represent a ~~“parent”~~continuation ~~and~~of ~~“promoter”~~the financial statements of ~~our~~the ~~company~~accounting acquirer/legal acquiree. As a result, ~~within~~the assets and liabilities of the ~~meaning~~accounting acquirer are presented at their historical carrying values in the consolidated financial statements of ~~such~~the ~~terms~~newly ~~under~~combined entity and the ~~Securities~~assets ~~Act~~and liabilities of ~~1933,~~the accounting asacquiree/legal ~~amended,~~acquirer are recognized on the acquisition date and measured by ~~virtue~~using the acquisition method. The results of the ~~his~~accounting acquiree’s/~~its~~legal ~~direct~~acquirer’s ~~and~~results ~~indirect~~of ~~stock~~operations ~~holdings~~are included in the combined company’s financial statements beginning on the acquisition date.

~~Changes~~The inaccompanying ~~Control~~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.

~~There~~That ~~are~~adjustment nois ~~arrangements~~required orto ~~known~~reflect ~~persons~~the ~~who~~capital ~~may~~of ~~result~~the accounting acquiree. Comparative information presented in athese ~~change~~consolidated offinancial statements ~~control~~also is retroactively adjusted to reflect the legal capital of ~~Asia~~the ~~Properties,~~accounting ~~Inc~~acquiree.

~~ITEM~~The ~~13.~~accompanying ~~CERTAIN~~financial ~~RELATIONSHIPS~~statements ~~AND~~represent ~~RELATED~~all ~~TRANSACTIONS,~~of ~~and~~the ~~DIRECTOR INDEPENDENCE~~following:

~~During~~a. ~~the~~The ~~year~~assets ~~ended~~and ~~December~~liabilities ~~31,~~of ~~2016,~~SRE ~~the~~recognized ~~Company~~and ~~accrued~~measured aat ~~total~~their ofpre-combination ~~nil~~carrying ~~as salary to the Company’s CEO~~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

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

~~ITEM 14.~~● ~~PRINCIPAL~~business ~~ACCOUNTING~~combinations ~~FEES~~and ~~AND~~purchase ~~SERVICES~~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

~~(1)~~Comprehensive ~~Audit Fees~~Loss

~~The~~Comprehensive ~~aggregate~~loss ~~fees~~includes ~~for~~net ~~each~~loss ofas ~~the~~well ~~last~~as ~~two~~other ~~years~~changes ~~for~~in ~~professional~~stockholders’ ~~services~~equity ~~rendered~~that byresult ~~the~~from ~~principal~~transactions ~~accountant~~and ~~for~~economic ~~our~~events ~~audits of~~other ~~annual~~than ~~financial~~those ~~statements~~with ~~and~~stockholders. ~~reviews~~There ofwas ~~financial~~no ~~statements~~difference ~~included~~between innet ~~our~~loss ~~Form 10-K~~ and ~~Form~~comprehensive ~~10-Q’s~~loss orpresented ~~services~~in ~~that are~~the ~~normally~~financial ~~provided~~statements by for the ~~accountant~~period inended ~~connection~~December ~~with~~31, ~~statutory~~2025 and ~~regulatory filings or engagements for those years was:~~2024.

2016		$	17,500			SRCO Professional Corporation, Chartered Professional Accountants
2015		$	8,500			SRCO Professional Corporation, Chartered Professional Accountants

Segment Reporting

In accordance with Accounting Standards Codification (2“ASC”) 280, Segment Reporting (“ASC 280”), we identify our ~~Audit-Related~~operating ~~Fees~~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 ~~aggregate~~key ~~fees~~measures ~~for each~~ of ~~the~~segment ~~last~~profit ~~two~~or ~~years~~loss ~~for~~reviewed ~~assurance~~by ~~and~~our ~~related~~CODM ~~services~~are ~~rendered~~revenue byand ~~the~~operating ~~principal~~costs. ~~accountants~~These ~~that~~metrics are reviewed and monitored ~~reasonably~~by ~~related~~the CODM to ~~the~~manage ~~performance~~and offorecast ~~the~~cash. ~~audits~~The orCODM also reviews ofoperating ~~our~~costs ~~financial~~to ~~statements~~manage, maintain and enforce all contractual agreements to ensure costs are ~~not~~aligned ~~reported~~with inall ~~the~~agreements ~~preceding paragraph:~~and budget.

2016		$	0			SRCO Professional Corporation, Chartered Professional Accountants
2015		$	0			SRCO Professional Corporation, Chartered Professional Accountants

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:

~~(3)~~ SCHEDULE ~~Tax~~OF ~~Fees~~SEGMENT REPORTING

The aggregate fees for each of the last two years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

	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	)

2016		$	0			SRCO Professional Corporation, Chartered Professional Accountants
2015		$	0			SRCO Professional Corporation, Chartered Professional Accountants

(4) All Other Fees

The aggregate fees for each of the last two years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2016		$	0			SRCO Professional Corporation, Chartered Professional Accountants
2015		$	0			SRCO Professional Corporation, Chartered Professional Accountants

(5) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

~~PART~~Cash IVand Cash Equivalents

~~ITEM~~Cash ~~15.~~and ~~EXHIBITS, FINANCIAL~~cash ~~STATEMENTS~~equivalents consist of cash on hand, ~~SCHEDULES~~certificates of deposits and ~~Reports~~money onmarket ~~form~~funds ~~8-K~~that are readily convertible into cash, all with original maturity dates of three months or less.

~~The~~Concentration ~~following documents are filed as part~~ of ~~this~~Credit ~~Annual Report on Form 10-K~~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

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

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 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 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 (“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

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

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

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

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

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 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 represent dues or accruals to vendors against whom operating expenses are incurred.

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 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

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 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

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

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

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.

Note 2. GOING CONCERN

The Company has a net loss of $551,294 for the period ended December 31, 2025 and an accumulated deficit of $8,767,535 as of December 31, 2025.

SRE is the operator of the 2MW geothermal power plant in Biliran Philippines and is entitled to 60% of the operating profits from the project for the lifetime of the project which is expected to be 25 years.

Biliran Geothermal Project (2MW) – Operational Status as of December 31, 2025

As of December 31, 2025, the 2MW geothermal power plant in Biliran remained offline and non-operational due to infrastructure damage. The project began experiencing persistent grid instability in April 2024, resulting in over 250 grid trips that caused progressive stress and wear to critical equipment. On October 05, 2024, the plant was taken offline following a technical inspection that revealed accumulated damage to key systems, making continued operation unsafe. Shortly after this shutdown, Typhoon Kristine-Trami struck the region and caused additional physical damage to the facility. Despite the existence of an insurance policy intended to cover such events, we have not received confirmation that a claim has been activated, and we have not received cooperation from the project counterparties responsible for managing the insurance process.

The company continues to engage stakeholders and explore legal and commercial remedies to protect our position, recover losses, and restore the project’s operational viability.

The Company’s ability to continue as a going concern in the next twelve months following the date the financial statements are available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results.

Management Plans

Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs.

While uncertainties remain with respect to the timing of insurance recovery and revenue realization, management is reasonably certain in the Company’s ability to meet its operational and financial obligations over the next twelve months through a combination of funding, asset deployment, and resolution of existing claims but it cannot provide assurances that it will be successful in doing so.

These circumstances raise substantial doubt as to the ability of the Company to meet its obligations as they come due. If it is unable to obtain sufficient amount of additional capital, it may be required to reduce the scope of its planned development. The accompanying financial statements do not include any adjustments that might result from these uncertainties.

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Refer Note 11 for subsequent events.

NOTE 3. REVERSE ACQUISITION

The Company evaluated the acquisition of SRE pursuant to ASC 805 and ASU 2017-01, Topic 805, Business Combinations. As described in Note 1, 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.

Accordingly, the acquisition date fair value of the consideration transferred by SRE was based on the number of equity interests SRE would have had to issue to give the owners of HyOrc the same percentage equity interest in the combined entity that results from the reverse acquisition.

The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at their estimated respective fair values as of the closing date of the acquisition. Goodwill recognized in connection with this transaction represents primarily the potential economic benefits that the Company believes may arise from the acquisition. In the reverse acquisition described above, HyOrc’s assets and liabilities were measured in accordance with the guidance in ASC 805 on Business Combinations and Goodwill is measured as the excess of fair value of consideration effectively transferred by SRE, the accounting acquirer over the fair value of the net assets of HyOrc, the accounting acquiree on the acquisition date.

The following table summarizes the preliminary purchase price allocation of HyOrc:

SCHEDULE OF PRELIMINARY PURCHASE PRICE

	Total
Customer relationship - Intangibles	$	932,088
Goodwill		15,755,344
Purchase price consideration effectively transferred	$	16,687,432

The fair value consideration effectively transferred was determined based on the number of common stock which SRE would have had to issue to the owners of HyOrc at the fair value per share of SRE on the date of acquisition to provide the same ratio of ownership (90%) in the combined entity as a result of the reverse acquisition.

Pursuant to the reverse acquisition, the Company engaged an independent third-party valuation specialist to determine the fair value per share of SRE which as determined using the fair value of net assets as on the acquisition date. Given the limited operations of HyOrc in the period preceding the acquisition, the fair value per common share of SRE was considered to be more reliable and reflects the economic substance of the consideration effectively transferred.

The fair value of net assets of SRE as on the acquisition date is as follows:

SCHEDULE OF FAIR VALUE OF NET ASSETS

	Total
Property, plant and equipment, net	$	-
Other intangible assets		150,000,000
Cash and cash equivalents		347,058
Accounts payable and accrued liabilities		(160,169	)
Fair value of net assets	$	150,186,889
Number of SRE shares outstanding on the acquisition date		1,000,000
Fair Value per share on the acquisition date	$	150.19

SRE would have had to issue 111,111 shares to the owners of HyOrc to maintain the 90% ownership in the combined entity which effectively would have made the total common stock issued and outstanding of SRE to be 1,111,111 as of December 31, 2024.

HyOrc had 72,819,362 common stock issued and outstanding of par value $0.001 each prior to the closing of the reverse acquisition. Further, SRE shareholders received 655,374,256 common stock of HyOrc as the consideration for the share exchange.

Accordingly, the equity structure in the financial statements reflect the sum of SRE’s issued equity immediately before the reverse acquisition, and the fair value of the hypothetical consideration effectively transferred. The equity structure (i.e., the number and type of equity interests issued) reflects the equity structure of HyOrc. However, the balance is adjusted to reflect the par value of the outstanding shares of HyOrc, including the number of shares issued in the reverse acquisition and the difference is recognized as an adjustment to the Additional paid-in capital. For periods before the reverse acquisition, the stockholders’ equity of the combined entity is presented on the basis of the historical equity of the SRE before the acquisition, retroactively recast to reflect the number of shares received by SRE in the acquisition.

Goodwill is primarily attributable to the go-to-market synergies that are expected to arise as a result of the acquisition and other intangible assets that qualify for separate recognition. The goodwill is not deductible for tax purposes.

The results of HyOrc have been included in the consolidated financial statements since the acquisition date.

Note 4. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consist of the following:

	2025		2024
	December 31,
	2025		2024
Plant and Equipment - unproved properties		-		60,000
Property, plant and equipment, gross		-		60,000
Less: Accumulated depreciation and amortization		-		(60,000	)
Property, plant and equipment, net	$	-	$	-

Depreciation expense for the period ended December 31, 2025 and 2024 amounted to $0 and $0, respectively.

The unproved property interests comprise the consideration paid in March 2017 for Symba America Oil & Gas’s working interest in an oil well near Ganado, Texas. Having since ceased oil extraction activities, management performed a qualitative impairment assessment in accordance with ASC 360-10-35. That assessment indicated that the fair value of these unproved properties was negligible or nominal; accordingly, the entire carrying amount was written down to $0. The said property was disposed for $10,518 which has been included in other income in the consolidated statement of operations for the year ended December 31, 2025.

Note 5. COMMITMENTS AND CONTINGENCIES

From time to time, the Company is involved in legal proceedings arising from the normal course of business activities. The Company, in conjunction with its legal counsel, assesses the need to record a liability for litigation or loss contingencies. A liability is recorded when and if it is determined that such a liability for litigation or loss contingencies is both probable and estimable.

Although the results of legal proceedings and claims cannot be predicted with certainty, the Company is not currently a party to any legal proceedings, which would, individually or in the aggregate, have a material adverse effect on its results of operations, cash flows, or financial position except as described in Note 2.

Note 6. INCOME TAXES

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carry forwards. For the years ended December 31, 2025, and 2024, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company.

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

The Company is not presently subject to any income tax audit in any taxing jurisdiction, though its 2022-2023 tax years remain subject to examination by U.S. federal and state jurisdictions.

Note 7: Accounts receivables (Net)

SCHEDULE OF ACCOUNTS RECEIVABLES (NET)

	2025		2024
	December 31,
	2025		2024
Accounts receivable	$	132,218	$	688,831
Allowance for credit loss		95,676		512,815
Accounts receivable, Net	$	36,542	$	176,016

As of December 31, 2025, the Company had certain receivables recorded from a counterparty. However, based on external confirmation received from the counterparty, they indicated a position that amounts were payable by the Company. Management evaluated this discrepancy and determined, based on its accounting records and supporting documentation, that no shipments occurred during 2024 or 2025 that would give rise to additional charges, and all invoices received from this supplier had been fully settled. In the absence of any supporting invoices or documentation substantiating the counterparty’s claim, no liability has been recognized in the books as of December 31, 2025. Further, the Company has recorded a full allowance for expected credit losses against the receivables from this counterparty, reflecting uncertainty regarding their collectibility. Additionally, based on management’s assessment of the facts and circumstances, including the lack of supporting evidence and the Company’s contractual position, the likelihood of any obligation arising is considered remote. Accordingly, no contingent liability has been recognized or disclosed in accordance with ASC 450.

Note 8: Common Stock

COMMON STOCK

On May 13, 2025, the Company issued 2,746,338 shares of its common stock to certain directors and consultants as consideration for management and consultancy services rendered to the Company. These awards were classified as equity-settled share-based payments in accordance with ASC 718, Compensation—Stock Compensation.

The fair value of the equity instruments granted was measured on the grant date based on the closing market price of the Company’s common stock, as the shares are publicly traded and represent Level 1 inputs under the fair value hierarchy. The grant date fair value of the shares was determined to be $27,463.

As the services were rendered and no future service or performance conditions were associated with the awards, the entire grant date fair value was recognized as stock-based compensation expense upon issuance.

Accordingly, the Company recognized total stock-based compensation expense of $27,463 for the year ended December 31, 2025, which has been included within general and administrative expenses in the accompanying consolidated statements of operations.

The Company accounts for share-based payments to non-employees in accordance with ASC 718, which requires measurement at grant date fair value and recognition of expense as the related goods or services are received. The details of stock issued are as follows:

SCHEDULE OF STOCK ISSUED

Name of the person	No. of common shares issued		Price at which share is issued		Common stock ($)		Additional paid- in capital ($)
Guy Russell		200 000		0.01		200		1,800
Gerald Anozia		25 000		0.01		25		225
Neelan Samaratunga		25 000		0.01		25		225
Neelan Samaratunga		38 462		0.01		38		347
Nancy White		76 924		0.01		77		692
James McNaught-Davis		595 238		0.01		595		5,357
Shinichi Hirano		595 238		0.01		595		5,357
Manoharan Sundaralingam		595 238		0.01		595		5,357
K. Reginald Fubara		595 238		0.01		595		5,357
Total		2,746,338				2,745		24,717

Note 9: Common stock subscribed

COMMON STOCK SUBSCRIBED

As of December 31, 2025, the Company had entered into subscription agreements for the purchase of 13,900,000 shares of common stock for a total consideration of $ 168,000. While these shares were subscribed and recorded within stockholders’ equity as of the balance sheet date, the formal issuance of certificates is occurring in phases. The company has issued 6,150,000 shares as on December 31, 2025. Subsequent to year-end and through March 27, 2026, the Company issued 7,500,000 shares of the subscribed common stock. The remaining 250,000 subscribed shares are expected to be issued following the filing of this Annual Report on Form 10-K, subject to final administrative processing. These subsequent issuances do not result in a retroactive adjustment to the shares outstanding as of December 31, 2025, but are disclosed to reflect the change in the Company’s capital structure following the close of the fiscal year.

Note 10: Subsequent events

SUBSEQUENT EVENTS

Subsequent to December 31, 2025, the Company entered into a definitive agreement with On Energy and its affiliated entities relating to the development of a waste-to-methanol project in Bulgaria. The project is intended to utilize pre-processed municipal waste in the form of refuse-derived fuel (“RDF”) as feedstock and is designed to process approximately 56,000 tonnes of RDF annually.

Based on preliminary engineering design parameters, the facility is expected to support production of approximately 18,000 to 20,000 tonnes of methanol per year. The project has obtained the regulatory requirements necessary for development and is considered ready to proceed toward construction and implementation, positioning it at an advanced stage relative to many comparable waste-to-fuel projects.

The Company expects to participate in the project through technology licensing, engineering services, and related project development activities.

Additional information regarding this agreement was disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2026.

In addition to above the company has formed a Joint venture company named HYORC START GREEN FUELS, LDA, with Start LDA a Portugal based company for production of Green methanol (Waste to Methanol strategy) on 15^th September 2025. The company expects to produce 8 tonnes/day and 2800 tonnes/ year of methanol in this JV. For this methanol the company has identified potential customer Prio Bio Lda, Portugal largest biodiesel producer with whom MOU has been signed on February 25^th, 2026.

The company has entered into another Memorandum of Understanding with GB Railfreight Limited on February 16^th 2026, for sale of HyOrc locomotives which can operated using Natural gas, Bio fuel and LPG. As per MOU in Q1 and Q2 of 2026 the company should complete the technical design, the company is in the midst of Technical design process.

Management has evaluated subsequent events through March 29, 2026, the date the financial statements were available to be issued.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

The Company’s management, with the participation of its Chief Executive Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2025.

Based on this evaluation, management concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level in ensuring that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (GAAP).

Due to the Company’s size, limited resources, and stage of development, the Company’s internal control over financial reporting is not as robust as that of larger organizations. Management is in the process of enhancing its internal control framework.

The Company is a smaller reporting company and is not required to provide an attestation report of its independent registered public accounting firm regarding internal control over financial reporting.

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

Board of Directors

	●	James McNaught-Davis – Chairman of the Board of Directors. Experienced investment professional and business strategist. James is a seasoned private equity professional and venture capitalist with over 40 years in financial markets. He has held senior roles at Partner level at Advent, Warburg Pincus, Deep Energy Capital and WHEB Partners and has led numerous investments in energy and technology companies. He holds an MBA from The Wharton School (University of Pennsylvania) and an MA from Cambridge University.

	●	K. Reginald Fubara – Chief Executive Officer and Director. Reginald drives hydrogen engine innovation for heavy transport, with 25+ years in strategy, clean-tech, and geothermal power. A tech entrepreneur with expertise in software and power plant construction.

	●	Manoharan Sundaralingam – Chief Technology Officer and Director. Manoharan, Head of R&D, is a visionary in renewable energy innovation. He has led breakthrough advancements in green fuel alternatives and played a key role in jet engine technology development in India, driving the transition toward sustainable energy solutions.

	●	Richard Oblath – Director. Richard Oblath is a global advisor specializing in energy transition, strategy, and corporate transformation. He is non-Exec Chairman of H2 Transition Capital, is a Non-Executive Director at Firmus Energy, and has led over 50 M&A transactions worth up to $10 billion across 15 multiple regions. With leadership roles at Shell and Goodyear, he has extensive experience in managing businesses, JVs, and technology groups. He is a Fellow, Trustee and Executive Board member of the Institute of Materials, Minerals and Mining, a Fellow of the Energy Institute, and also supports education through Nottingham University scholarships plus previously chaired the London Chamber Orchestra Trust.

	●	Andrea Magalini – President. Andrea Magalini is a global leader in power generation and energy efficiency, with 12+ years at United Technologies and Mitsubishi Heavy Industries driving strategy and business development. As General Manager at Turboden, he pioneered industrial heat pumps and expanded ORC technology worldwide. A former McKinsey consultant and academic researcher, Andrea specializes in innovation, international business growth, and sustainable energy solutions, leading with a people-centered, impact-driven approach.

	●	Shinichi Hirano – Non-Executive Director. Shinichi Hirano is a 30-year veteran in hydrogen propulsion, with leadership roles at Ford, Mazda, and Hyzon Motors. He led the Ford-Daimler fuel cell alliance and USDRIVE/USCAR teams, collaborating with the U.S. Department of Energy on hydrogen technology advancements.

Executive Officers

	●	K. Reginald Fubara – Chief Executive Officer.

	●	Manoharan Sundaralingam – Chief Technology Officer.

	●	Andrea Magalini – President.

Each director serves until the next annual meeting of shareholders and until his successor is duly elected and qualified.

Director name	Principal Occupation	Relevant Industry Experience	Other directorships held in the past 5 years
James McNaught-Davis	Non-Executive Chair of HyOrc Corporation Inc’s board of directors, Head of M&A and senior officer of Apex Treasury Corporation Inc, a NASDAQ listed company.	Cleantech venture capital, Energy generation infrastructure, Corporate Finance, Project Finance, Director or senior officer of NASDAQ listed companies	Non-Executive Chairman of Modular Geothermal Power (a Singapore private company), Director of PassivSystems Limited (a UK energy company), Director of DGJ Property (family real estate company), Trustee (i.e. director) of British Youth Opera (a UK charity)

Manoharan Sundaralingam	CTO of HyOrc, Director of Vaigunth Enertek	Renewable energy product development and implementation in various projects since 1997. Head of waste to energy and hydrogen engine development.	Vaigunth Enertek (P) Ltd (India), Green Infra (P) Ltd (India), Lokus Energy (P) Ltd (India), HyOrc India (P) Ltd (India)

K. Reginald Fubara	CEO of HyOrc Corporation	Renewable energy project and product development and implementation in various projects since 2008. Full cycle development, from concept to manufacturing and installation of turbine-based power plants.	SRE Power, Inc (Texas), Symba Renewable Energy Ltd (UK), Symba Renewable Energy Ltd (Iceland), SRE Geothermal Philippines, Inc (Philippines)

Shinichi Hirano	Principal Consultant H-Tech International LLC	Shinichi is a 30-year veteran in hydrogen propulsion, with leadership roles at Ford, Mazda, and Hyzon Motors. He led the Ford-Daimler fuel cell alliance and USDRIVE/USCAR teams, collaborating with the U.S. Department of Energy on hydrogen technology advancements.	H-Tech International LLC

Andrea Magalini	Entrepreneur and cleantech consultant (GPC Energy S.r.l. Italy), President of HyOrc	Cleantech, power and energy, industrial heat pumps, engineering	GPC Energy S.r.l. (Italy)

Richard Oblath	Founder and Chair of Oblath Advisory, Executive Chair of H2Transition Capital LLP then Non-Executive Chair of H2Transition Capital Holdings Ltd.	40 years of increasing seniority global managerial and executive positions, the last 25 years of which was with Shell culminating as VP Downstream Global M&A.	General Partner of H2Transition Capital, Non-Executive Director Boson Energy, Non-Executive Director Kinecx (formally Firmus) Energy

ITEM 11. Executive Compensation

The following table sets forth compensation paid to our executive officers for the fiscal years ended December 31, 2025.

Summary Compensation Table

Name & Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
K. Reginald Fubara, CEO	2025		—		—		60,000		—		—		60,000
James McNaught-Davis, Chairman	2025		—		—		60,000		—		—		60,000
Manoharan Sundaralingam, CTO	2025		—		—		60,000		—		—		60,000
Shinichi Hirano, Non-Exec Director	2025		—		—		60,000		—		—		60,000
Richard Oblath	2025		—		—		50,000		—		—		50,000
Andrea Magalini	2025		—		—		35,000		—		—		35,000

Amounts differ where directors served for only part of the fiscal year.

The following table sets forth compensation paid to our executive officers for the fiscal years ended December 31 2024.

Summary Compensation Table

Name & Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
K. Reginald Fubara, CEO	2024		—		—		25,000		—		—		25,000
James McNaught-Davis, Chairman	2024		—		—		25,000		—		—		25,000
Manoharan Sundaralingam, CTO	2024		—		—		25,000		—		—		25,000
Shinichi Hirano, Non-Exec Director	2024		—		—		25,000		—		—		25,000

Director Compensation

All current directors receive compensation of $5,000 per month, payable in restricted shares of common stock.

Indemnification

Under our Articles of Incorporation and Bylaws, we may indemnify directors and officers against expenses and liabilities incurred in connection with service to the fullest extent permitted under Wyoming law. The Company also maintains directors’ and officers’ liability insurance.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

As of December 31, 2025, the Company had 737,089,956 shares of common stock issued and outstanding. The following table sets forth certain information regarding ownership of our common stock by beneficial owners of more than 5%, each director and executive officer, and all directors and officers as a group.

Name	Position	Shares Beneficially Owned			Percentage Ownership
K. Reginald Fubara	CEO & Director		387,577,715			53.25	%
Alfonso Sotres	SRE Power Director		183,661,663			25.22	%
Lydur Skulason	SRE Power Director		18,366,166			2.52	%
James McNaught-Davis	Chairman		—			<1	%
Manoharan Sundaralingam	CTO & Director		32,768,712			4.5	%
Shinichi Hirano	Director		—			<1	%
All officers & directors as a group (6 persons)	—		~85.47	%

Beneficial ownership is determined in accordance with SEC rules and includes direct and indirect voting and investment power.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

During 2024, the Company engaged in the following related-party transactions:

	●	Reverse Merger: In August 2024, the Company completed a reverse merger with SRE Power, Inc. HyOrc issued approximately 655 million shares to the former shareholders of SRE, resulting in a change of control. The largest shareholder following the merger is K. Reginald Fubara, our CEO.

	●	Share Placements: In 2025, the Company sold 13.25 million shares of common stock raising $155,000.

	○	Richard Oblath (Director): 10 million shares ($100,000).
	○	Carl Mueller (Investor): 1 million shares ($10,000).
	○	Carl Mueller (Investor): 500,000 shares ($10,000).
	○	Scott Chapman (Investor): 250,000 shares ($5,000).
	○	Andrea Magalini (Director): 1,500,000 shares ($30,000).

All transactions were reviewed and approved by the Board of Directors. We believe the terms were fair and reasonable to the Company.

Director Independence:

We follow the independence standards of OTC Markets. Several of our directors, including James McNaught-Davis and Richard Oblath, qualify as independent. However, as a development-stage company, we do not yet maintain formal audit or compensation committees.

ITEM 14. Principal Accounting Fees and Services

Aggregate fees for professional services rendered by the auditors for the fiscal years ended December 31, 2025 and 2024, were as follows:

Year	2024		2025

Audit fee	$	12,500	$	13,000
Tax fees		5,750		5,750

	$	18,250	$	18,750

Audit fees for the fiscal years ended December 31, 2025 and 2024 represent the aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of financial statements included in its quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.

Tax fees for the fiscal year ended December 31, 2025 and 2024, represents the aggregate fees billed for professional services rendered for tax compliance, tax advice, and tax planning.

ITEM 15. Exhibits and Financial Statement Schedules

(a) Financial Statements

	Page
Report of Independent Registered Public Accounting Firm	13
Balance Sheets	14
Statements of Comprehensive Loss	15
Statements of Stockholders’ Deficiency	16
Statements of Cash Flows	17
Notes to the Financial statements	18

Audited consolidated financial statements for the years ended December 31, 2024 and 2025, and the related notes thereto, are included in Item 8 of this Annual Report.

(b) Exhibits

~~EXHIBIT~~The ~~INDEX~~following exhibits are filed as part of this Annual Report on Form 10-K:

		Incorporated by Reference
Exhibit No.	Description	Form	Exhibit	Filing Date
2.1	Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers	8-K	2.1	07/11/2016

	●	3.1 Certificate of Incorporation (incorporated by reference to Form 10 filed March 2026, under exhibit “ByLaws & Certificate of Incorporation”)
	●	3.2 Bylaws (incorporated by reference to Form 10 filed March 2026, under exhibit “ByLaws & Certificate of Incorporation”)
	●	10.1 PFBT Agreement (incorporated by reference to Form 10 filed March 2026, under exhibit “Material Agreements”)
	●	10.2 Start Lda JV Agreement (incorporated by reference to Form 10 filed March 2026, under exhibit “Material Agreements”)
	●	31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
	●	32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act

31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	101.INS	Inline XBRL Instance Document
32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.SCH	Inline XBRL Taxonomy Extension Schema Document
	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

InPursuant ~~accordance~~to ~~with~~the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ASIA PROPERTIES, INC.
HyOrc Corporation
By:	/s/ Chen Junyan
Date: March 30th, 2026
	Chen Junyan
By:	/s/ K. Reginald Fubara
	President and Chief Executive Officer
	K. Reginald Fubara,
Date: November 9, 2017
	Chief Executive Officer

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