UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended		March 31, 2023
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	333-91190

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

For the Fiscal Year Ended March 31, 2024

☐	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 333-91190

P2 SOLAR, INC.

(Exact name of registrant as specified in its charter)

Delaware		98-0234680
State or other jurisdiction of incorporation		(IRS Employer Identification Number)

13718 91 Avenue, Surrey, British Columbia, Canada		V3V 7X1
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (778) 321-0047

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

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

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 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. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No.

Indicate by 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 Exchange Act). ☐ Yes ☒ No

~~State~~The ~~the~~ aggregate market value of ~~the~~Common ~~voting~~Stock ~~and~~held by non-~~voting~~affiliates ~~common~~of ~~equity~~the ~~held~~Registrant byas ~~non-aﬃliates~~of ~~computed~~September by30, ~~reference~~2023, to the ~~price~~last atbusiness ~~which~~day of the ~~common~~Registrant’s ~~equity~~most recently completed second fiscal quarter, was ~~last~~approximately ~~sold~~$244,550 orbased ~~the~~on a $0.0047 average bid and asked price on such date. Solely for the purpose of this disclosure, such shares of common ~~equity~~stock held by executive officers, asdirectors, and beneficial holders of 10% or more of the ~~last~~outstanding ~~business~~common ~~day~~stock of the ~~registrant’s~~Registrant ~~most~~as ~~recently~~of ~~completed~~such ~~second~~date ~~fiscal~~have ~~quarter~~been excluded because such persons may be deemed to be affiliates.

$158,286

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

As of July 317, ~~2023~~2024, the Company had 67,946,513 shares issued and outstanding.

Table of Contents

PART I		1	4
ITEM 1.	BUSINESS		4
ITEM 1. BUSINESS		1
General	~~General~~	1	4
	Inter-corporate Relationships		5
Inter-corporate Relationship		1
Recent History	~~Recent History~~	2	5
Description of Business	~~Description of Business~~	2	6
ITEM 1A.	RISK FACTORS		9
ITEM 1A. RISK FACTORS		5
Risks Related to the Financial Position and Capital Requirements of the Company	~~Risks Related to the Financial Position and Capital Requirements of the Company~~	5	9
Risks Related to the Business of the Company	~~Risks Related to the Business of the Company~~	7	12
Risks Related to Industry	~~Risks Related to Industry~~	9	15
Risks Related to the Common Stock of the Company	~~Risks Related to the Common Stock of the Company~~	11	17
ITEM 1B.	UNRESOLVED STAFF COMMENTS.		20
ITEM 1B. UNRESOLVED STAFF COMMENTS		14
ITEM 2.	PROPERTIES.		20
ITEM 2. PROPERTIES		14
ITEM 3.	LEGAL PROCEEDINGS.		20
ITEM 3. LEGAL PROCEEDINGS		14
ITEM 4.	MINE SAFETY DISCLOSURES.		20
ITEM 4. MINE SAFETY DISCLOSURES		14
PART II		15	21
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.		21
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		15
Market Information	~~Market Information~~	15	21
Holders	~~Holders~~	15	21
Dividends	~~Dividends~~	15	21
Exchange Rates	~~Exchange Rates~~	16	22
ITEM 6.	[RESERVED]		22
ITEM 6. [RESERVED]		16
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.		22
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		16
Background and Overview	~~Background and Overview~~	16	22
Results of Operation	~~Results of Operation~~	16	22
Liquidity and Capital Resources	~~Liquidity and Capital Resources~~	17	23
Off Balance Sheet Arrangements	~~Off Balance Sheet Arrangements~~	20	24
Proceeds from issuance of promissory notes	~~Proceeds from issuance of promissory notes~~
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.		39
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		36
ITEM 9A. CONTROLS AND PROCEDURES		36
Management’s Annual Report on Controls and Procedures		36
Management’s Annual Report on Internal Control Over Financial Reporting		36
Material Weaknesses Identified		37
Plan for Remediation of Material Weaknesses		37
ITEM 9B. OTHER INFORMATION		37

~~2 Table of Contents~~i

ITEM 9A.	CONTROLS AND PROCEDURES.		39
PART III		38
	Management’s Annual Report on Controls and Procedures		39
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE		38
	Management’s Annual Report on Internal Control Over Financial Reporting		39
Directors and Executive Officers		38
	Material Weaknesses Identified		40
Business Experience		38
	Plan for Remediation of Material Weaknesses		40
Family Relationships		38
ITEM 9B.	OTHER INFORMATION.		40
Significant Employees		38
PART III			41
Involvement in Certain Legal Proceedings		39
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.		41
Directorships		39
	Directors and Executive Officers		41
Compliance with Section 16(a) of the Exchange Act		39
	Business Experience		41
Code of Ethics		39
	Family Relationships		42
Nomination of Directors		39
	Significant Employees		42
Audit Committee and Audit Committee Financial Expert		40
	Involvement in Certain Legal Proceedings		42
ITEM 11. EXECUTIVE COMPENSATION		40
	Directorships		42
Compensation Discussion and Analysis		40
	Compliance with Section 16(a) of the Exchange Act		42
Executive Compensation		40
	Code of Ethics		42
Employment Agreements		40
	Nomination of Directors		43
Outstanding Equity Awards at Fiscal Year-End		41
	Audit Committee and Audit Committee Financial Expert		43
Equity Compensation Plan Information		41
ITEM 11.	EXECUTIVE COMPENSATION.		43
Pension, Retirement or Similar Benefit Plans		41
	Compensation Discussion and Analysis		43
Potential Payments Upon Termination or Change-in-Control		41
	Executive Compensation		44
Director Compensation		41
	Employment Agreements		44
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		42
	Outstanding Equity Awards at Fiscal Year-End		44
Security Ownership of Certain Beneficial Owners, Directors, Officers and Management		42
	Equity Compensation Plan Information		44
Changes of Control		42
	Pension, Retirement or Similar Benefit Plans		44
Securities Authorized for Issuance Under Equity Compensation Plans		42
	Potential Payments Upon Termination or Change-in-Control		45
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		43
	Director Compensation		45
Related Party Transactions		43
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.		45
Corporate Governance		43
	Security Ownership of Certain Beneficial Owners, Directors, Officers and Management		45
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES		44
	Changes of Control		45
Audit Fees		44
	Securities Authorized for Issuance Under Equity Compensation Plans		46
Audit Related Fees		44
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.		46
Tax Fees		44
	Related Party Transactions		46
All Other Fees		44
	Corporate Governance		47
Audit Committee’s Pre-approval Policies and Procedures		44
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.		47
PART IV		45
	Audit Fees		47
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES		45
	Audit Related Fees		47
SIGNATURES		46
	Tax Fees		47
	All Other Fees		47
	Audit Committee’s Pre-approval Policies and Procedures		47
PART IV			48
ITEM 15.	EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.		49
SIGNATURES

~~3 Table of Contents~~ii

PART I

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING THE PLANS AND OBJECTIVES OF THE COMPANY WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

ITEM 1. BUSINESS.

General

P2 Solar, Inc., a Delaware corporation (hereinafter referred to as “we”, “us”, the “Company”, “P2 Solar” or the “Registrant”) has been in existence as a Company (including its predecessor British Columbia Corporation) since 1990. As discussed more fully below, the Company’s current business operations are focused on the construction of residential and commercial rooftop and ground mount solar power plants in Canada.

The Company was initially organized under the laws of British Columbia, Canada, on November 21, 1990, as Spectrum Trading Inc. The Company’s initial business plan was to import leather products from India and sell them in Canada. However, the supplier in India did not materialize and the Company remained dormant until 1997. In 1997, the Company began the chemical manufacturing business. On May 14, 1999, pursuant to Section 388 of the Delaware General Corporation Law, the Company domesticated to Delaware and began a chemical manufacturing business; these operations were phased out at the end of 2008. Subsequent to the Company’s domestication to Delaware, on September 3, 2004, the Company changed its name to Natco International, Inc. On March 11, 2009, the Company changed its name to P2 Solar, Inc.

The principal office of the Company is located at 13718 91 Avenue, Surrey, British Columbia, Canada, V3V 7X1. The address of the registered office of the Company is 16192 Coastal Highway, Lewes, Delaware 19958.

4Inter-corporate ~~Table of Contents~~Relationships

~~Inter-~~The chart below illustrates the corporate ~~Relationships~~structure of the Company, including its subsidiaries, the jurisdictions of incorporation, and the percentage of voting securities held.

~~The~~1 ~~chart~~Table ~~below illustrates the corporate structure~~ of ~~the Company, including its subsidiaries, the jurisdictions of incorporation, and the percentage of voting securities held.~~Contents

P2Recent ~~Solar, Inc.(Delaware) Futricity Solar, Inc.(Canada)Wholly owned Subsidiary of P2~~History

~~Recent~~April ~~History~~1, 2022, to March 31, 2023

~~April~~On 1March 6, 2015, the Company received a cease trade order from the British Columbia Securities Commission for failure to file records required as an OTC reporting issuer. On November 24, 2022, the Company received a partial revocation order from the British Columbia Securities Commission, permitting the Company to ~~March~~conduct 31a private placement of an amount of up to $110,000 ~~2023~~CAD by way of the issuance of debt securities that are convertible into common shares at $0.03 CAD per share (the “Offering”). Management of the Company has filed the Company’s audited financial statements and paid all outstanding fees to the British Columbia Securities Commission and applied to have the cease trade order fully revoked. There is no guarantee the issuance of a full revocation of the cease trade order in British Columbia in the future.

On ~~March~~December 630, ~~2015, the Company received a cease trade order from the British Columbia Securities Commission for failure to file records required as an OTC reporting issuer. On November 24,~~ 2022, the Company ~~received~~issued a ~~partial~~promissory ~~revocation~~note ~~order~~on ~~from~~receipt ~~the British Columbia Securities Commission, permitting the Company to conduct a private placement~~ of ~~an amount of up to~~ $~~110~~10,000 CAD ~~by way of the issuance of debt securities that are convertible into common shares at~~ ($~~0.03~~7,389 ~~CAD per share (the “Offering”~~USD). ~~Management~~The ofpromissory ~~the~~note ~~Company~~is ~~intends~~due toon ~~file~~demand ~~the Company’s audited financial statements~~ and ~~pay~~bears ~~all~~an ~~outstanding~~interest ~~fees~~rate ~~to the British Columbia Securities Commission and apply to have the cease trade order fully revoked. There is no guarantee the issuance~~ of a5% ~~full~~per ~~revocation of the cease trade order in British Columbia in the future~~annum.

On ~~December~~February 3022, ~~2022~~2023, the Company ~~issued~~bought aall ~~promissory~~outstanding ~~note~~shares ~~on receipt~~ of ~~$10~~Futricity Solar,~~000~~ ~~CAD~~Inc. ($7“Futricity”),~~389~~ ~~USD)~~and it became a wholly owned subsidiary of P2 Solar. Futricity was wholly owned by the Director and Officer of the Company. The ~~promissory~~purchase ~~note~~price is equal to 25% of future operating income of Futricity for the next five years calculated annually to be paid in cash annually for the next five years, payable on April 30th every year starting in 2024 with the last payment to be due on ~~demand~~April ~~and~~30, ~~bears~~2028. anFutricity ~~interest~~is ~~rate~~an installer of 5%rooftop ~~per~~and ~~annum~~ground mount solar systems for both residential and commercial properties.

On February 2227, 2023, the Company ~~bought~~issued ~~all~~a ~~outstanding~~promissory ~~shares~~note ofon ~~Futricity~~receipt ~~Solar~~of $15,000 ~~Inc.~~CAD (~~“Futricity”)~~$11,084 ~~and it became a wholly owned subsidiary of P2 Solar~~USD). ~~Futricity was wholly owned by the Director and Officer of the Company.~~ The ~~purchase~~promissory ~~price~~note is equal to 25% of future operating income of Futricity for the next five years calculated annually to be paid in cash annually for the next five years, payable on April 30th every year starting in 2024 with the last payment to be due on ~~April~~demand ~~30,~~and ~~2028.~~bears ~~Futricity is~~ an ~~installer~~interest rate of ~~rooftop~~5% ~~and~~per ~~ground mount solar systems for both residential and commercial properties~~annum.

OnApril ~~February 27~~1, 2023, ~~the~~to ~~Company~~March ~~issued a promissory note on receipt of $15~~31,~~000~~ ~~CAD ($11,084 USD). The promissory note is due on demand and bears an interest rate of 5% per annum.~~2024

~~Subsequent~~At ~~Events~~the time of the Company’s acquisition of Futricity Solar, Inc. (Futricity) on February 22, 2023, Futricity had $18,000 CAD worth of orders to install rooftop solar systems. Since March 31, 2023, the Company acquired more orders for rooftop solar systems and in the 12 months ending March 31, 2024, have had sales of approximately 166,000 USD. The company completed 112 KW of installations.

AtOn ~~the~~June ~~time~~15, of2023, the Company’s ~~acquisition~~paid ofout ~~Futricity~~in ~~Solar,~~full ~~Inc.~~the ~~(Futricity)~~Promissory onNote ~~February~~payable ~~22, 2023, Futricity had $102,988.80 CAD worth of orders~~ to ~~install~~Azariah ~~rooftop~~Zemarium ~~solar~~in ~~systems. Since March 31, 2023,~~ the ~~Company~~amount ~~has received deposits~~ of US$2817,~~694 CAD for the installation of four solar systems totaling 60 KW in size~~841.

5On ~~Table~~June 29th, 2023, the Company issued a convertible note for $30,000 CAD. The promissory note is due on demand and bears an interest rate of ~~Contents~~5% per annum.

~~Futricity~~On ~~has~~August ~~completed~~14, 2023, the ~~permiting~~Company ~~along~~issued ~~with~~a ~~all~~convertible ~~other~~note ~~relevant~~for ~~approvals~~$20,000 CAD. The promissory note is due on demand and ~~has~~bears ~~started~~an tointerest ~~install~~rate ~~the~~of ~~systems~~5% per annum.

~~Futricity~~On ~~has~~September ~~also~~14, ~~signed~~2023, ~~five~~the ~~more~~Company ~~contracts~~issued toa ~~install~~convertible ~~solar~~note ~~systems~~for ~~totaling~~$35,000 ~~65KW~~CAD. The ~~for~~promissory ~~the~~note ~~expected~~is ~~revenue~~due on demand and bears an interest rate of ~~$143,324~~5% ~~CAD~~per annum.

On ~~June~~September 1522, 2023, the Company paid out in full the Promissory ~~Note~~Notes payable to ~~Azariah~~Tracy ~~Zemarium~~Pettersen in the amount of US$1736,~~841~~331 (CAD $49,000).

OnDescription ~~June 29th, 2023, the Company issued a convertible note for $30,000 CAD ($22,168 USD). The promissory note is due on demand and bears an interest rate~~ of ~~5% per annum.~~Business

~~Description~~Principal ofProducts ~~Business~~or Services and their Markets

~~Principal~~The ~~Products~~Company, orthrough ~~Services~~its subsidiary Futricity Solar, Inc installs and ~~their~~maintains ~~Markets~~small residential and commercial rooftop solar systems in Canada. Based on the specific needs of its customers, the Company purchases its solar modules, inverters and other parts from third parties. The Company’s operations to date have been solely in British Columbia but the Company intends to expand to other regions in Canada and potentially certain U.S. states in the next two years.

~~The~~2 ~~Company,~~Table ~~through its subsidiary Futricity Solar, Inc installs and maintains small residential and commercial rooftop solar systems in Canada. Based on the specific needs~~ of its customers, the Company purchases its solar modules, inverters and other parts from third parties. The Company’s operations to date have been in solely in British Columbia but the Company intends to expand to other regions in Canada and potentially certain U.S. states in the next two years.Contents

Sales and Marketing Products and Services

Sales to date of the Company’s products and services have been driven by educational seminars given by management focused on educating builders, contractors and other industry professionals about the advantages and use of solar technology. These seminars also educate them how best to design, sell, and implement solar technology in their projects.

The Company also sells its products and services direct to residential homeowners and small commercial enterprises primarily through referrals from other customers. Management of the Company believes that customer referrals will increase in as the Company develops a foothold in a market and that shortly after market entry customer referral will become an increasingly effective way to market the Company’s solar energy systems.

Status of any Publicly Announced New Product or Service

As of the Company's acquisition of Futricity on February 22, 2023, Futricity had $~~102,988.80~~18000 CAD worth of orders for rooftop solar system installations. ~~Since~~As of March 31, ~~2023~~2024, the Company has ~~received~~had sales of $28166,~~694~~000 ~~CAD~~USD ~~in deposits~~ for ~~four~~eight solar systems totaling 60112 KW. Futricity has completed permitting and begun installing these systems. Additionally, the Company has signed five more contracts for 65 KW of solar system installations, expected to bring in $143,324 CAD in revenue if completed. Management believes these developments show promising progress in the Company's new solar energy business line but there is no guarantee all orders will becontinue ~~completed.~~to materialize at this pace.

In addition to the above, the Company diligently accesses new opportunities aimed at expanding its product offerings and services to its customers. The Company remains open to engaging in acquisitions of businesses or product lines, that hold the potential of increasing its market position, granting access to new markets, enhancing the Company’s technological capabilities, and create synergistic opportunities.

~~6 Table of Contents~~Competition

~~Competition~~In the solar installation market, the Company competes with companies that offer products similar to its products. Some of these companies have greater financial resources, operational experience, and technical capabilities than the Company. When bidding for solar installation projects, however, the Company’s current experience suggests that there is no clear dominant or preferred competitor in the markets in which the Company competes. Management of the Company does not believe that any competitor has more than 10% of the market across all the areas in which the Company operates.

In the ~~solar~~energy ~~installation market~~sector, the ~~Company~~entire solar industry competes with ~~companies~~other ~~that~~power ~~offer~~generation ~~products~~sources, ~~similar~~including conventional options and emerging technologies. Solar power offers distinct advantages and disadvantages when compared to ~~its~~other ~~products~~power-generating technologies. ~~Some~~Notable ofadvantages ~~these~~include ~~companies~~the ~~have~~flexibility ~~greater~~to ~~financial~~deploy ~~resources~~products in various sizes and configurations, ~~operational~~the ~~experience~~ability to install products nearly anywhere globally, providing reliable power for numerous applications, and ~~technical~~contributing ~~capabilities~~to ~~than~~reduced ~~the~~air, ~~Company~~water, and noise pollution. ~~When~~However, ~~bidding~~other ~~for~~energy ~~solar~~sources ~~installation~~also ~~projects~~have their own advantages, ~~however~~leading electric utilities, ~~the~~grid ~~Company’s~~companies, ~~current~~or ~~experience~~other ~~suggests~~off ~~that~~takers ~~there~~to isconsider nopower ~~clear~~purchase ~~dominant~~agreements or ~~preferred~~other ~~competitor~~electricity inpurchase ~~the~~arrangements ~~markets~~with specialized companies in ~~which~~those ~~the~~energy ~~Company~~sources, ~~competes.~~rather ~~Management~~than ofwith entities such as the Company ~~does~~or ~~not~~other ~~believe~~companies ~~that~~specializing ~~any~~in ~~competitor~~solar ~~has~~power. ~~more~~The ~~than~~advantage ~~10%~~solar ofenergy ~~the~~offers ~~market~~over ~~across~~traditional ~~all~~utilities is that it offers customers the ~~areas~~opportunity into ~~which~~create their own electricity and reduce dependency from the ~~Company~~traditional ~~operates~~electrical grid.

InSources ~~the energy sector, the entire solar industry competes with other power generation sources, including conventional options~~ and ~~emerging~~Availability ~~technologies.~~of ~~Solar~~Raw ~~power~~Materials ~~offers distinct advantages~~ and ~~disadvantages when compared to other power-generating technologies. Notable advantages include~~ the ~~flexibility~~Names toof ~~deploy~~Principal products in various sizes and configurations, the ability to install products nearly anywhere globally, providing reliable power for numerous applications, and contributing to reduced air, water, and noise pollution. However, other energy sources also have their own advantages, leading electric utilities, grid companies, or other off takers to consider power purchase agreements or other electricity purchase arrangements with specialized companies in those energy sources, rather than with entities such as the Company or other companies specializing in solar power. The advantage solar energy offers over traditional utilities is that it offers customers the opportunity to create their own electricity and reduce dependency from the traditional electrical grid.Suppliers

~~Sources~~The ~~and~~Company’s ~~Availability~~primary ofsupply ~~Raw~~chain ~~Materials~~involves ~~and~~ the ~~Names~~procurement of ~~Principal~~solar ~~Suppliers~~equipment for its projects,

together with managing sub-contractors during project construction. The Company’s ~~primary~~purchases ~~supply~~equipment, ~~chain~~such ~~involves~~as solar panels, inverters, and batteries, from various manufacturers and suppliers situated in North America and Asia. This approach ensures that it is not reliant on any single supplier or manufacturer to fulfill product requirements. In the ~~procurement~~event that any of ~~solar~~the ~~equipment~~Company’s ~~for~~current ~~its~~suppliers ~~projects~~reduce or halt production, management is confident in its ability to promptly identify and qualify alternative sources under favorable terms.

~~together~~3 ~~with~~Table managing sub-contractors during project construction. The Company purchases equipment, such as solar panels, inverters, and batteries, from various manufacturers and suppliers situated in North America and Asia. This approach ensures that it is not reliant on any single supplier or manufacturer to fulfill product requirements. In the event that any of ~~the Company’s current suppliers reduce or halt production, management is confident in its ability to promptly identify and qualify alternative sources under favorable terms.~~Contents

In addition, management of the Company is in negotiations to potentially import proprietary panels from a manufacturer in India, which could become the Company’s first branded product.

Dependence on One or a Few Major Customers

The Company earns revenue from completing projects for, or providing defined services to, individual customers. The Company is an early stage company with limited revenue to date. It is therefore possible that revenue for a given period is dependent on a small number of customers.

Intellectual Property

Generally, the Company’s residential and commercial solar installation and maintenance business is not dependent on intellectual property. The Company has no patents, trademarks or copyrights or any other

proprietary rights at the present time. As needed, the Company intends to rely on intellectual property laws, primarily a combination of copyright and trade secret laws in the U.S., and Canada as well as license agreements and other contractual provisions, to protect any proprietary technology of third parties or its own.

7Need ~~Table~~for Any Government Approval of ~~Contents~~Principal Products or Services

~~Need~~The ~~for~~Company ~~Any~~is ~~Government~~licensed ~~Approval~~as ofan ~~Principal~~electrical ~~Products~~contractor in British Columbia. If the Company is to operate in other jurisdictions in Canada it will need to obtain the required licenses or ~~Services~~contract third parties with the required licenses necessary to operate in that jurisdiction.

The ~~Company~~installation ~~has~~of ~~applied~~solar ~~for~~energy asystems ~~license~~is assubject ato oversight and regulation in accordance with national, provincial, and local laws and ordinances relating to building, ~~contractor~~fire and electrical ~~contractor~~codes, insafety, ~~British~~environmental ~~Columbia~~protection, ~~and~~utility ~~expects~~interconnection toand ~~receive~~metering, ~~these~~and ~~licenses~~related ~~shortly~~matters. IfThe ~~the~~ Company iscannot tobegin ~~operate~~the ininstallation ~~other~~of ~~jurisdictions~~any insolar ~~Canada~~system until it ~~will~~has ~~need~~obtained toall ~~obtain~~necessary ~~the~~approvals and ~~required~~permits ~~licenses~~for orthe ~~contract~~installation ~~third~~of ~~parties with~~ the ~~required~~system ~~licenses~~from ~~necessary~~local toauthorities ~~operate~~and inapplicable ~~that~~utility ~~jurisdiction~~electricity providers.

~~The~~Effect ~~installation~~ of ~~solar~~Existing ~~energy~~or ~~systems~~Probable isGovernmental ~~subject~~Regulations toon oversight and regulation in accordance with national, provincial, and local laws and ordinances relating to building, fire and electrical codes, safety, environmental protection, utility interconnection and metering, and related matters. The Company cannot begin the ~~installation of any solar system until it has obtained all necessary approvals and permits for the installation of the system from local authorities and applicable utility electricity providers.~~Business

~~Effect~~Management ofbelieves ~~Existing~~that there are no identified existing or ~~Probable~~probable ~~Governmental~~government ~~Regulations~~regulations onthat will adversely impact the ~~Business~~Company’s business.

~~Management~~Under ~~believes~~the ~~that~~2015 ~~there~~Paris ~~are~~Agreement, noCanada ~~identified~~has ~~existing~~pledged orto ~~probable~~reduce ~~government~~greenhouse ~~regulations~~gas ~~that~~(GHG) ~~will~~emissions ~~adversely~~by ~~impact~~40–45% from 2005 levels by 2030 and has made a commitment to reach net zero emissions by 2050. As a result, the ~~Company’s~~Canadian ~~business~~federal and provincial governments offer various tax incentives and grant programs to promote clean energy which includes solar energy.

~~Under~~For instance, the ~~2015~~Canadian ~~Paris~~federal ~~Agreement,~~government ~~Canada~~offers ~~has~~a ~~pledged~~federal toInvestment ~~reduce~~Tax ~~greenhouse~~Credit ~~gas~~ (~~GHG~~ITC) ~~emissions~~for bybusinesses ~~40-45%~~investing ~~from~~in ~~2005~~solar ~~levels~~energy byprojects. ~~2030~~The ~~and~~ITC ~~has~~provides ~~made~~a tax credit based on a ~~commitment~~percentage toof ~~reach~~the ~~net~~total ~~zero~~investment ~~emissions~~cost byof ~~2050~~eligible solar equipment. AsThis acredit ~~result,~~helps reduce the overall tax liability of the business, making solar projects more financially viable. The Canadian federal ~~and~~government ~~provincial~~also ~~governments~~has ~~offer~~an ~~various~~accelerated capital cost allowance tax ~~incentives~~incentive ~~and~~that ~~grant~~allows ~~programs~~businesses to ~~promote~~claim ~~clean~~a ~~energy~~higher ~~which~~rate ~~includes~~of depreciation for qualifying solar ~~energy~~assets. This means businesses can recover the cost of their solar equipment more quickly, resulting in significant tax savings.

~~For~~In ~~instance~~2023, the Canadian federal government ~~offers~~introduced athe ~~federal~~Canada ~~Investment~~Greener ~~Tax~~Homes ~~Credit~~Grant ~~(ITC)~~through ~~for~~Natural ~~businesses~~Resources ~~investing in solar energy projects~~Canada. ~~The~~Under ~~ITC~~this ~~provides~~program aCanadian ~~tax~~homeowners ~~credit~~are ~~based on a percentage of the total investment cost of~~ eligible ~~solar~~up ~~equipment.~~to ~~This credit helps reduce the overall tax liability of the business~~$40,000 ~~making~~CAD ~~solar~~in ~~projects~~interest-free ~~more~~loans ~~financially viable. The Canadian federal government also has an accelerated capital cost allowance tax incentive that allows businesses~~ to ~~claim~~help apurchase ~~higher~~environmentally ~~rate~~friendly ~~of depreciation for qualifying solar assets~~retrofits. ~~This~~These ~~means businesses~~ can ~~recover~~include ~~the~~solar ~~cost~~panels, ofmore ~~their~~efficient ~~solar~~furnaces, ~~equipment~~or ~~more~~higher ~~quickly,~~quality ~~resulting~~sealing infor ~~significant~~windows ~~tax~~and ~~savings~~doors.

In ~~2023,~~addition ~~the~~to ~~Canadian~~ federal ~~government~~incentives, ~~introduced~~several ~~the Canada Greener Homes Grant through Natural Resources Canada. Under this program~~ Canadian ~~homeowners~~provinces ~~are~~offer ~~eligible for grants of up to $5,000 for the installation and implementation of one retrofit that is both eligible and recommended by~~ their ~~energy~~own ~~advisor. This includes the installation of a roof or ground-mounted~~ solar ~~system~~incentive ~~and up to an additional $600 CAD to support the cost of an EnerGuide home energy evaluation~~programs. ~~The~~These ~~same~~programs ~~program~~vary ~~also~~by ~~offers~~region ~~homeowners~~but upmay toinclude ~~$40~~grants,~~000~~ ~~CAD~~rebates, feed-in ~~interest-free loans to help purchase environmentally friendly retrofits. These can include solar panels~~tariffs, ~~more efficient furnaces,~~ or ~~higher~~net ~~quality~~metering ~~sealing for windows and doors~~arrangements.

In4 ~~addition~~Table toof ~~federal incentives, several Canadian provinces offer their own solar incentive programs. These programs vary by region but may include grants, rebates, feed-in tariffs, or net metering arrangements.~~Contents

Costs and Effects of Compliance with Environmental Laws

At this time, management of the Company is not aware of any negative costs and effects associated with compliance with environmental laws in its business.

The Company has no intentions of undertaking product manufacturing for the items it plans to market, sell, and install. The manufacturers responsible for producing these products may engage in research, development, manufacturing, and construction activities that involve the use, generation, and discharge of toxic, volatile, or otherwise hazardous chemicals and wastes. These manufacturers are likely to be subject to various federal, state, and local governmental laws and regulations concerning the acquisition, storage, utilization, and disposal of hazardous materials. Moreover, these laws and regulations may impose significant liabilities for non-compliance or for any environmental contamination resulting from the operations associated with the assets of the Company.

8Environmental ~~Table~~protection regulations have grown increasingly stringent in recent years and may, in certain circumstances, impose "strict liability," making an entity accountable for environmental damage irrespective of ~~Contents~~negligence or fault on their part. Consequently, such laws and regulations may expose the Company to liability for the actions or conditions caused by others or for the Company’s own actions that were in compliance with all applicable laws at the time they were performed. If these manufacturers fail to adhere to these regulations and are unable to produce the products the Company intends to market and sell, the Company’s business could be adversely affected. In such a scenario, finding replacement manufacturers and products might be both costly and have a material adverse impact on the business and financial results of the Company.

Environmental protection regulations have grown increasingly stringent in recent years and may, in certain circumstances, impose "strict liability," making an entity accountable for environmental damage irrespective of negligence or fault on their part. Consequently, such laws and regulations may expose the Company to liability for the actions or conditions caused by others or for the Company’s own actions that were in compliance with all applicable laws at the time they were performed. If these manufacturers fail to adhere to these regulations and are unable to produce the products the Company intends to market and sell, the Company’s business could be adversely affected. In such a scenario, finding replacement manufacturers and products might be both costly and have a material adverse impact on the business and financial results of the Company.Seasonality

~~Seasonality~~The solar energy market experiences seasonal and quarterly fluctuations due to weather conditions. For instance, in regions like Canada and the northeastern U.S. where winters are notably cold and snowy, there is a usual decrease in solar panel installations. This decline can have an impact on the timing of orders for the Company's solar installation products.

The solar energy market experiences seasonal and quarterly fluctuations due to weather conditions. For instance, in regions like Canada and the northeastern U.S. where winters are notably cold and snowy, there is a usual decrease in solar panel installations. This decline can have an impact on the timing of orders for the Company's solar installation products.Employees

~~Employees~~As of the date of this Form 10-K, the Company does not have any full or part-time employees. All work relating to the Company is carried out by the Company’s management and the installations are sub-contracted.

AsReports ~~of the date of this Form 10-K, the Company does not have any full or part-time employees. All work relating~~ to ~~the~~Security ~~Company is carried out by the Company’s management and the installations are sub-contracted.~~Holders

~~Reports~~The toCompany ~~Security~~files ~~Holders~~reports with the SEC under section 15d of the Securities Exchange Act of 1934. The reports will be filed electronically. You may read copies of any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports the Company files electronically. The address for the SEC Internet site is http://www.sec.gov.

~~The~~ITEM ~~Company files reports with the SEC under section 15d of the Securities Exchange Act of 1934~~1A. ~~The~~ ~~reports~~RISK will be filed electronically. You may read copies of any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports the Company files electronically. The address for the SEC Internet site is http://www.sec.gov.FACTORS

~~ITEM~~With 1Aan experienced management team and existing market demand, the management of the Company anticipates growth in the rollout of its business plan. There ~~RISK~~are, ~~FACTORS~~however, factors that are sources of uncertainty, as outlined below.

~~With~~Risks anRelated ~~experienced~~to ~~management~~the ~~team~~Financial Position and ~~existing~~Capital ~~market~~Requirements ~~demand, the management~~ of the Company ~~anticipates growth in the rollout of its business plan. There are, however, factors that are sources of uncertainty, as outlined below.~~

~~Risks~~The ~~Related~~auditors toof the ~~Financial~~Company ~~Position~~have ~~and~~indicated ~~Capital~~doubt ~~Requirements~~about the ability of the Company to continue as a going concern.

The auditors of the Company have ~~indicated~~expressed doubt about the ability of the Company to continue as a going concern. The financial statements of the Company do not include adjustments that might result from the outcome of this uncertainty. If the Company is unable to generate significant revenue or secure financing, it may be required to cease or curtail its operations.

The ~~auditors~~operating losses and working capital deficiency of the Company ~~have~~raise ~~expressed~~substantial doubt about ~~the~~its ability ~~of the Company~~ to continue as a going concern. ~~The~~If ~~financial statements of~~ the Company dodoes not ~~include~~continue ~~adjustments~~as ~~that~~a ~~might~~going ~~result from the outcome of this uncertainty. If the Company is unable to generate significant revenue or secure financing~~concern, itinvestors ~~may~~could belose ~~required~~their toentire ~~cease or curtail its operations~~investment.

9The ~~Table~~operating losses and working capital deficiency of ~~Contents~~the Company raise substantial doubt about its ability to continue as a going concern. The Company had an accumulated deficit of $8,105,900 and $7,961,863 as of March 31, 2024 and March 31, 2023, respectively. The Company has incurred annual operating losses from inception until 2024. The Company anticipated becoming profitable as it reduces costs and increases installation revenues as it grows its business. However, there can be no assurances that these actions will result in future or sustained profitability. The Company is subject to all the risks incidental to the sales, development, and costs of construction of new solar energy revenues, and the Company may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect the business of the Company. If the Company does not generate sufficient revenues, does not achieve profitability, or does not have other sources of financing to conduct its business, the Company may have to curtail or cease its development plans and operations, which could cause investors to lose the entire amount of their investment.

The ~~operating losses and working capital deficiency of the~~ Company ~~raise~~has ~~substantial doubt about its ability to continue as~~ a ~~going~~limited ~~concern.~~operating Ifhistory, ~~the~~which ~~Company~~could ~~does~~make ~~not~~it ~~continue~~difficult asto aaccurately ~~going~~evaluate ~~concern,~~its ~~investors~~business ~~could~~and ~~lose their entire investment~~prospects.

~~The~~Although ~~operating losses and working capital deficiency of~~ the Company ~~raise~~was ~~substantial~~formed ~~doubt~~in ~~about its ability to continue as a going concern. The Company had an accumulated deficit of $7~~1990,~~961,863~~ ~~and~~it ~~$7,784,335~~did asnot ofbegin ~~March~~selling ~~31,~~solar ~~2023~~systems ~~and March 31, 2022, respectively. The Company has incurred annual operating losses from inception~~ until ~~2023. The Company anticipated becoming profitable as~~ it ~~reduces~~acquired ~~costs~~Futricity ~~and~~in ~~increases~~February ~~installation revenues as it grows its business~~2023. Management ~~However,~~believes ~~there can be no assurances~~ that ~~these~~its ~~actions~~success will ~~result~~depend in ~~future~~large orpart ~~sustained~~on ~~profitability.~~its ~~The~~ability ~~Company is subject~~ to ~~all~~successfully ~~the~~sell ~~risks~~solar ~~incidental~~systems toin ~~the~~British ~~sales,~~Columbia ~~development,~~ and ~~costs~~other ofprovinces ~~construction~~against ofother ~~new~~ solar ~~energy~~installation ~~revenues,~~companies. ~~and~~Management ~~the~~cannot ~~Company~~assure ~~may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors~~ that ~~may adversely affect~~ the ~~business of the~~ Company. Ifwill ~~the~~operate ~~Company~~profitably ~~does not generate sufficient revenues, does not achieve profitability,~~ or ~~does~~that ~~not~~it will have ~~other~~adequate ~~sources~~working ofcapital ~~financing~~ to ~~conduct~~meet its ~~business,~~obligations ~~the~~as ~~Company~~they ~~may~~become ~~have to curtail or cease its development plans and operations, which could cause investors to lose the entire amount of their investment~~due.

~~The~~5 ~~Company~~Table ~~has~~of ~~a limited operating history, which could make it difficult to accurately evaluate its business and prospects.~~Contents

~~Although~~The ~~the~~ Company ~~was~~requires ~~formed~~substantial inadditional ~~1990,~~funding itwhich ~~did~~may not ~~begin~~be ~~selling~~available ~~solar~~to ~~systems until~~ it ~~acquired Futricity in February 2023. Management believes that its success will depend in large part~~ on ~~its~~acceptable ~~ability~~terms, toor ~~successfully~~at ~~sell solar systems in British Columbia and other provinces against other solar installation companies~~all. ~~Management~~If ~~cannot assure that~~ the Company ~~will~~fails ~~operate~~to ~~profitably~~raise orthe ~~that~~necessary additional capital, it will be ~~have~~unable ~~adequate~~to ~~working~~achieve ~~capital~~growth toof ~~meet~~ its ~~obligations as they become due~~operations.

The Company's ~~requires~~ability ~~substantial~~to ~~additional~~obtain ~~funding~~the ~~which~~necessary ~~may~~financing ~~not~~to beexecute ~~available~~its business plan is subject to ita onnumber ~~acceptable~~of factors, including general market conditions and investor acceptance of the business plan. These factors may make the timing, amount, terms, and conditions of such financing unattractive or atunavailable ~~all~~to the Company. If the Company ~~fails~~is unable to raise ~~the~~sufficient ~~necessary~~funds ~~additional~~or ~~capital~~generate them through revenues, it will have to significantly reduce its spending, delay or cancel its planned activities, or substantially change its current corporate structure. There is no guarantee that the Company will be ~~unable~~able to ~~achieve~~obtain ~~growth~~any funding or that it will have sufficient resources to continue to conduct its operations as projected, any of which could mean that it will be forced to discontinue its operations.

The ~~Company's~~financial ~~ability~~results toof ~~obtain~~ the ~~necessary~~Company ~~financing~~may tofluctuate ~~execute~~and ~~its~~may ~~business~~be ~~plan~~difficult ~~is subject~~ to ~~a number of factors~~forecast, ~~including general market conditions~~ and ~~investor~~this ~~acceptance~~may ofcause ~~the~~a ~~business~~decline ~~plan.~~in ~~These factors may make~~ the ~~timing,~~trading ~~amount,~~price ~~terms, and conditions~~ of ~~such financing unattractive or unavailable to~~ the ~~Company.~~common Ifstock ~~the~~of Company is unable to raise sufficient funds or generate them through revenues, it will have to significantly reduce its spending, delay or cancel its planned activities, or substantially change its current corporate structure. There is no guarantee that the Company will be able to obtain any funding or that it will have sufficient resources to continue to conduct its operations as projected, any of which could mean that it will be forced to discontinue its operations.

The ~~financial~~revenues, expenses and operating results of the Company ~~may~~are ~~fluctuate~~difficult ~~and~~to ~~may~~predict begiven ~~difficult~~the tolimited ~~forecast,~~history ~~and~~of ~~this~~current ~~may~~operations ~~cause~~of athe ~~decline~~Company. Management of the Company expects that its operating results will continue to fluctuate in the ~~trading~~future ~~price~~due to a number of ~~the~~factors, ~~common~~some ~~stock~~of which are beyond control of the Company. These factors include, but are not limited to:

~~The~~· ~~revenues,~~ability ~~expenses~~to create and ~~operating~~increase ~~results~~brand ofawareness; ~~the~~· ~~Company~~ability ~~are~~to ~~difficult~~attract new customers; · ability to ~~predict~~increase ~~given~~customer ~~the~~base; ~~limited~~· ~~history~~seasonal ofconsumer ~~current~~demand ~~operations~~for ofsolar energy products; · the ~~Company.~~amount ~~Management~~and timing of ~~the~~costs ~~Company~~relating ~~expects~~to ~~that~~the ~~its~~expansion ~~operating~~of ~~results~~operations, ~~will~~including ~~continue~~sales toand ~~fluctuate~~marketing inexpenditures; ~~the~~· ~~future~~changes ~~due~~in tocompetitive aand ~~number~~economic ofconditions ~~factors,~~generally; ~~some~~· ofability ~~which~~to ~~are~~manage ~~beyond~~third-party ~~control~~outsourced ofoperations; ~~the~~and ~~Company.~~· ~~These~~changes ~~factors~~in ~~include,~~the ~~but~~cost ~~are~~or ~~not~~availability ~~limited~~of ~~to:~~outside contractors.

·Due ~~ability~~ to ~~create~~all ~~and~~of ~~increase~~these ~~brand~~factors, ~~awareness;~~the operating results of the Company may fall below the expectations of investors, which could cause a decline in the trading price of the common stock of the Company.

10The ~~Table~~Company does not have an compensation committee, stockholders will have to rely on the entire Board of ~~Contents~~Directors to perform these functions.

·The ~~ability~~Company todoes ~~attract~~not ~~new~~have ~~customers;~~an ·compensation ~~ability~~committee tocomprised ~~increase~~of ~~customer~~independent ~~base;~~directors. ·Indeed, ~~seasonal~~it ~~consumer~~does ~~demand~~not ~~for~~have ~~solar~~any ~~energy~~compensation ~~products;~~committee. ·These ~~the~~functions ~~amount~~are ~~and~~performed ~~timing~~by the Board of ~~costs~~Directors ~~relating~~as toa ~~the~~whole ~~expansion~~which currently consists of ~~operations,~~three ~~including~~people. ~~sales~~Thus, ~~and~~there ~~marketing~~is ~~expenditures;~~a ·potential ~~changes~~conflict in ~~competitive~~that ~~and~~board ~~economic~~members ~~conditions~~who ~~generally;~~are ·also ~~ability~~part toof ~~manage~~management ~~third-party~~will ~~outsourced~~participate ~~operations;~~in ~~and~~discussions ·concerning ~~changes~~management incompensation ~~the~~issues ~~cost~~that ormay ~~availability~~affect ofmanagement ~~outside contractors~~decisions.

~~Due~~If the Company fails to ~~all~~maintain an effective system of ~~these~~internal ~~factors~~controls, ~~the~~it ~~operating~~may ~~results~~not ofbe ~~the~~able ~~Company~~to ~~may~~accurately ~~fall~~report ~~below~~on ~~the~~its ~~expectations~~financial ofresults ~~investors~~or detect fraud. Consequently, ~~which~~investors could ~~cause~~lose aconfidence ~~decline~~ in the financial reporting of the Company and this may decrease the trading price of the common stock of the Company.

The Company ~~does~~must ~~not~~maintain ~~have~~effective aninternal ~~audit~~controls to provide reliable financial reports and detect fraud. Management of the Company has been assessing the internal controls of the Company to identify areas that need improvement. Failure to identify and thereafter implement required changes to the internal controls of the Company or ~~compensation~~any ~~committee~~others that management identifies as necessary to maintain an effective system of internal controls, ~~stockholders~~if ~~will~~any, ~~have~~could harm the operating results of the Company and cause investors to ~~rely~~lose confidence in the reported financial information of the Company. Any such loss of confidence would have a negative effect on the ~~entire~~trading ~~Board~~price of ~~Directors~~the tocommon ~~perform~~stock ~~these~~of ~~functions~~the Company.

The Company ~~does~~is ~~not have~~ an ~~audit~~“emerging orgrowth ~~compensation committee comprised of independent directors. Indeed~~company,” itand ~~does not have any audit or compensation committee. These functions are performed by the Board of Directors~~ as a ~~whole~~result ~~which~~has ~~currently~~reduced ~~consists~~reporting ofrequirements ~~two~~which ~~people.~~may ~~Thus,~~make ~~there~~the iscommon astock ~~potential conflict in that board members who are also part~~ of ~~management~~the ~~will~~Company ~~participate~~less inattractive ~~discussions~~to ~~concerning management compensation and audit issues that may affect management decisions~~investors.

IfThe ~~the~~ Company ~~fails~~is ~~to maintain~~ an ~~effective~~“emerging ~~system~~growth ofcompany” ~~internal~~as ~~controls,~~defined itin ~~may~~the ~~not~~Jumpstart beOur ~~able~~Business toStartups ~~accurately~~Act ~~report~~of on2012, ~~its~~as ~~financial~~amended, ~~results~~ or ~~detect~~the ~~fraud~~JOBS Act. ~~Consequently,~~As ~~investors~~an ~~could~~emerging ~~lose~~growth ~~confidence~~company, init ~~the~~is ~~financial~~exempt ~~reporting~~from a number of ~~the~~reporting ~~Company~~requirements ~~and~~that ~~this~~are ~~may~~applicable ~~decrease~~to ~~the~~other ~~trading~~public ~~price~~companies ofthat ~~the~~are ~~common~~not ~~stock~~emerging ofgrowth ~~the~~companies, ~~Company.~~including:

~~The~~· ~~Company~~being ~~must~~permitted ~~maintain~~to ~~effective~~provide ~~internal~~only ~~controls~~two toyears ~~provide~~of ~~reliable~~audited financial ~~reports~~statements, ~~and~~in ~~detect~~addition ~~fraud.~~to ~~Management~~any ofrequired ~~the~~unaudited ~~Company~~interim ~~has~~financial ~~been~~statements, ~~assessing~~with ~~the~~correspondingly ~~internal~~reduced ~~controls~~“Management’s Discussion and Analysis of ~~the~~Financial ~~Company~~Condition toand ~~identify~~Results ~~areas~~of ~~that~~Operations” ~~need~~disclosure; ~~improvement.~~· ~~Failure~~not being required to ~~identify~~comply ~~and~~with ~~thereafter~~the ~~implement~~auditor ~~required~~attestation ~~changes~~requirements toin the ~~internal~~assessment ~~controls~~ of ~~the~~its ~~Company~~internal orcontrol ~~any~~over ~~others~~financial ~~that~~reporting; ~~management~~· ~~identifies~~not asbeing ~~necessary~~required to ~~maintain~~comply anwith ~~effective~~any ~~system~~requirement ofthat ~~internal~~may ~~controls,~~be ifadopted ~~any,~~by ~~could~~the ~~harm~~Public ~~the~~Company ~~operating~~Accounting ~~results~~Oversight ofBoard ~~the~~regarding ~~Company~~mandatory ~~and~~audit ~~cause~~firm ~~investors~~rotation toor ~~lose~~a ~~confidence~~supplement into the ~~reported~~auditor’s ~~financial~~report providing additional information ofabout the ~~Company.~~audit ~~Any~~and ~~such~~the ~~loss~~financial ofstatements; ~~confidence~~· ~~would~~reduced ~~have~~disclosure obligations regarding executive compensation; and · not being required to hold a ~~negative~~non-binding ~~effect~~advisory vote on ~~the~~executive ~~trading~~compensation ~~price~~or obtain stockholder approval of ~~the~~any ~~common~~golden ~~stock~~parachute ofpayments ~~the~~not ~~Company~~previously approved.

~~The~~6 ~~Company~~Table ~~is an “emerging growth company,” and as a result has reduced reporting requirements which may make the common stock~~ of ~~the Company less attractive to investors.~~Contents

~~The~~Further, ~~Company~~the isJOBS Act permits an “emerging growth company” such as ~~defined~~the inCompany ~~the~~to ~~Jumpstart~~take ~~Our~~advantage ~~Business~~of ~~Startups~~an ~~Act~~extended oftransition ~~2012,~~time to comply with new or revised accounting standards as ~~amended,~~applicable to public companies. The Company has elected to extend the transition period for complying with new or revised accounting standards applicable to public companies. The Company has also elected to extend the transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. Asuntil the earlier of the date where the Company (i) is no longer an emerging growth company, itor is(ii) ~~exempt~~affirmatively ~~from~~and airrevocably ~~number~~opt out of ~~reporting~~the ~~requirements~~extended ~~that~~transition ~~are~~period ~~applicable~~provided toin ~~other~~the ~~public~~JOBS ~~companies~~Act. ~~that~~As ~~are~~a result, the financial statements of the Company may not ~~emerging~~be ~~growth~~comparable to companies, ~~including:~~that comply with new or revised accounting pronouncements as of public company effective dates.

·The ~~being~~Company ~~permitted~~intends to ~~provide~~take ~~only~~advantage ~~two years~~ of ~~audited~~these ~~financial~~reporting ~~statements,~~exemptions inuntil ~~addition~~it tois ~~any~~no ~~required~~longer ~~unaudited~~an ~~interim~~emerging ~~financial~~growth ~~statements,~~company. ~~with~~The ~~correspondingly~~Company ~~reduced~~will ~~“Management’s~~remain ~~Discussion~~an ~~and~~emerging ~~Analysis~~growth ofcompany ~~Financial~~until ~~Condition~~the ~~and~~earlier ~~Results~~ of ~~Operations”~~(1) ~~disclosure;~~the ·last ~~not~~day ~~being~~of ~~required~~the tofiscal ~~comply~~year ~~with~~(a) following the ~~auditor~~fifth ~~attestation~~anniversary ~~requirements~~of in the ~~assessment~~completion of ~~its~~a ~~internal~~sale ~~control~~of ~~over~~securities ~~financial~~of ~~reporting;~~the ·Company ~~not~~under ~~being~~a ~~required~~registration tostatement, ~~comply~~(b) ~~with~~it ~~any~~has ~~requirement~~total ~~that~~annual ~~may~~gross berevenue ~~adopted~~of byat ~~the~~least ~~Public~~$1.235 ~~Company~~billion ~~Accounting~~or ~~Oversight~~(c) ~~Board~~it ~~regarding~~is ~~mandatory~~deemed ~~audit~~to ~~firm~~be ~~rotation or~~ a ~~supplement~~large toaccelerated ~~the~~filer, ~~auditor’s~~which ~~report~~means ~~providing~~the ~~additional~~market ~~information~~value ~~about~~of the ~~audit~~common ~~and~~stock of the ~~financial~~Company ~~statements;~~that ·is ~~reduced~~held ~~disclosure~~by ~~obligations~~non- ~~regarding~~affiliates ~~executive~~exceeds ~~compensation;~~$700 ~~and~~million ·as ~~not~~of ~~being~~the ~~required~~prior toSeptember ~~hold~~30 aand ~~non-binding~~(2) ~~advisory~~the ~~vote~~date on ~~executive~~which ~~compensation~~the orCompany ~~obtain~~has ~~stockholder~~issued ~~approval~~more ofthan ~~any~~$1.0 ~~golden~~billion ~~parachute~~in ~~payments~~non-convertible ~~not~~debt ~~previously~~during ~~approved~~the prior three-year period.

11Risks ~~Table~~Related to the Business of ~~Contents~~the Company

Further, the JOBS Act permits an “emerging growth company” such as the Company to take advantage of an extended transition time to comply with new or revised accounting standards as applicable to public companies. The ~~Company~~business has elected to extend the transition period for complying with new or revised accounting standards applicable to public companies. The Company has also elected to extend the transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the ~~JOBS Act until the earlier of the date where the~~ Company ~~(i)~~ is noconcentrated ~~longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided~~ in ~~the~~British ~~JOBS Act. As a result~~Columbia, ~~the~~putting ~~financial~~it ~~statements~~at ofrisk ~~the Company may not be comparable to companies that comply with new or revised accounting pronouncements as~~ of ~~public~~region-specific ~~company effective dates~~disruptions.

~~The~~Currently, ~~Company~~100% ~~intends~~of tothe ~~take~~solar ~~advantage~~installations ofcompleted ~~these~~by ~~reporting~~the ~~exemptions~~Company ~~until~~are itin isBritish noColumbia. ~~longer~~In anaddition, ~~emerging~~management ~~growth~~of ~~company.~~the ~~The~~ Company ~~will~~expects ~~remain~~future ~~an emerging~~ growth ~~company~~to ~~until~~occur ~~the~~in ~~earlier~~British ofColumbia ~~(1)~~during the ~~last day of the~~ fiscal ~~year~~years ~~(a) following the fifth anniversary~~ of ~~the~~2023-2024, ~~completion~~which ofwill afurther ~~sale~~concentrate ~~of securities of~~ the Company’s ~~under~~customer abase ~~registration~~and ~~statement,~~operational ~~(b) it has total annual gross revenue of at least $1~~infrastructure.~~235~~ ~~billion or (c) it is deemed to be a large accelerated filer~~Accordingly, ~~which means~~ the ~~market~~business ~~value~~and results of ~~the~~operations ~~common stock~~ of the Company ~~that~~are isparticularly ~~held~~susceptible byto ~~non-~~adverse ~~affiliates~~economic, ~~exceeds~~regulatory, ~~$700~~political, ~~million~~weather asand ofother ~~the~~conditions ~~prior~~in ~~September~~British 30Columbia and ~~(2)~~in ~~the~~other ~~date~~markets onthat ~~which~~it ~~the~~may ~~Company~~become ~~has~~similarly ~~issued more than $1~~concentrated.~~0 billion in non-convertible debt during the prior three-year period.~~

~~Risks~~The ~~Related~~Company tohas ~~the~~a ~~Business~~limited ofoperating history in the ~~Company~~solar installation industry and as such may not be successful in overcoming certain risks experienced by early stage companies.

The ~~business~~Company ofhas a limited operating history with its solar energy installation products and has been involved primarily in organizational matters. It has also generated limited revenues from its solar energy products to date. Consequently, the Company's operations are subject to all the risks inherent in the establishment of new technology and products in industries within which it is ~~concentrated~~not necessarily familiar. The Company has encountered and will continue to encounter risks and difficulties frequently experienced by early stage companies, including the risks described in ~~British~~this ~~Columbia~~document. If these risks are not addressed successfully, ~~putting~~the itCompany's atbusiness, ~~risk~~financial condition, results of ~~region-specific~~operations, ~~disruptions~~and prospects will be adversely affected, and the market price of its common stock could decline. As such, any predictions about the Company's future revenue and expenses may not be as accurate as they would be if it had a longer operating history in solar energy technology and products or operated in a more predictable market.

~~Currently,~~The ~~100%~~Company ofacts ~~the~~as ~~solar installations completed by~~ the ~~Company~~licensed ~~are~~general incontractor ~~British~~for ~~Columbia.~~its Incustomers ~~addition,~~and ~~management~~is ofsubject ~~the Company expects future growth~~ to ~~occur~~risks inassociated ~~British~~with ~~Columbia~~construction, ~~during~~cost ~~the~~overruns, ~~fiscal~~delays, ~~years~~regulatory ~~of 2023-2024~~compliance, ~~which will further concentrate the Company’s customer base~~ and ~~operational~~other ~~infrastructure. Accordingly~~contingencies, ~~the~~any ~~business and results~~ of ~~operations~~which ofcould ~~the~~have ~~Company~~a ~~are~~material ~~particularly susceptible to~~ adverse ~~economic,~~effect ~~regulatory,~~on ~~political,~~its ~~weather~~business and ~~other~~results ~~conditions~~of ~~in British Columbia and in other markets that it may become similarly concentrated~~operations.

The Company ~~has~~is a ~~limited~~licensed ~~operating~~contractor ~~history~~and inserves as the general contractor, electrician, construction manager, and installer for its solar energy systems. It may be liable to customers for any damage it causes to their home, belongings, or property during the installation ~~industry~~of its systems. For instance, the Company penetrates its customers' roofs during the installation process and asmay incur liability for the failure to adequately weatherproof such penetrations following the completion of solar energy systems installation. Additionally, since the solar energy systems deployed are high-voltage energy systems, the Company may ~~not~~incur beliability ~~successful~~for the failure to comply with electrical standards and manufacturer recommendations. The Company's profit on a particular installation is based, in ~~overcoming~~part, ~~certain~~on ~~risks~~assumptions ~~experienced~~about bythe ~~early~~project's ~~stage~~cost, ~~companies~~and cost overruns, delays, or other execution issues may prevent it from achieving expected results or covering its costs for that project.

~~The~~Furthermore, ~~Company~~the ~~has~~installation aof ~~limited operating history with its~~ solar energy ~~installation~~systems ~~products~~is ~~and~~subject ~~has~~to ~~been~~oversight ~~involved~~and ~~primarily~~regulation in ~~organizational~~accordance ~~matters.~~with Itnational, ~~has~~state, ~~also~~and ~~generated~~local ~~limited~~laws ~~revenues~~and ~~from~~ordinances ~~its~~relating ~~solar energy products~~ to ~~date. Consequently~~building, ~~the~~fire ~~Company's~~and ~~operations~~electrical ~~are~~codes, ~~subject~~safety, toenvironmental ~~all~~protection, ~~the~~utility ~~risks~~interconnection, ~~inherent~~metering, ~~in the establishment of new technology~~ and ~~products~~related inmatters. ~~industries~~It ~~within which it~~ is ~~not~~difficult ~~necessarily~~and ~~familiar.~~costly ~~The~~for the Company ~~has encountered and will continue~~ to ~~encounter~~track ~~risks~~the ~~and~~requirements ~~difficulties~~of ~~frequently~~every ~~experienced~~authority byhaving ~~early~~jurisdiction ~~stage~~over ~~companies,~~its ~~including~~operations ~~the~~and ~~risks~~solar ~~described~~energy insystems. ~~this~~Any ~~document.~~new Ifgovernment ~~these~~regulations ~~risks~~or ~~are~~utility ~~not~~policies ~~addressed~~pertaining ~~successfully,~~to the Company's ~~business~~systems, ~~financial~~or ~~condition,~~changes ~~results~~to ofexisting ~~operations,~~government ~~and~~regulations ~~prospects~~or ~~will~~utility bepolicies ~~adversely~~pertaining ~~affected,~~to ~~and the market price of~~ its ~~common~~systems, ~~stock~~may ~~could~~result ~~decline.~~in Assignificant ~~such,~~additional ~~any~~expenses ~~predictions~~to ~~about~~ the Company's ~~future revenue~~ and ~~expenses~~its ~~may~~customers, ~~not~~potentially becausing ~~as accurate as they would be if it had~~ a ~~longer~~significant ~~operating~~reduction ~~history~~ in ~~solar~~demand ~~energy~~for ~~technology~~its ~~and products or operated in a more predictable market~~systems.

12The ~~Table~~Company depends on its Chief Executive Officer to manage the business of ~~Contents~~the Company. The loss of services of this officer could adversely affect the business of the Company and negatively affect the financial condition, results of operations, cash flow and trading price of the common stock of the Company.

The business of the Company ~~acts~~is aslargely ~~the~~dependent ~~licensed~~upon ~~general~~the ~~contractor~~continued ~~for~~efforts of its ~~customers~~chief ~~and~~executive isofficer, ~~subject~~Raj-Mohinder toGurm. ~~risks~~Although ~~associated~~the Company has an employment agreement with ~~construction~~Mr. Gurm, ~~cost~~it ~~overruns,~~does ~~delays,~~not ~~regulatory~~guarantee ~~compliance,~~that ~~and~~Mr. ~~other~~Gurm ~~contingencies,~~will ~~any~~continue to work for the Company. The loss of ~~which~~Mr. Gurm could ~~have~~affect athe ~~material~~ability ~~adverse~~of ~~effect~~the onCompany ~~its~~to ~~business~~operate and, ~~results~~depending upon the nature of ~~operations~~the termination of his relationship, could result in substantial severance payments which the Company may have difficulty in funding.

~~The~~7 ~~Company~~Table is a licensed contractor and serves as the general contractor, electrician, construction manager, and installer for its solar energy systems. It may be liable to customers for any damage it causes to their home, belongings, or property during the installation of its systems. For instance, the Company penetrates its customers' roofs during the installation process and may incur liability for the failure to adequately weatherproof such penetrations following the completion of solar energy systems installation. Additionally, since the solar energy systems deployed are high-voltage energy systems, the Company may incur liability for the failure to comply with electrical standards and manufacturer recommendations. The Company's profit on a particular installation is based, in part, on assumptions about the project's cost, and cost overruns, delays, or other execution issues may prevent it from achieving expected results or covering its costs for that project.Contents

~~Furthermore,~~The the installation of solar energy systems is subject to oversight and regulation in accordance with national, state, and local laws and ordinances relating to building, fire and electrical codes, safety, environmental protection, utility interconnection, metering, and related matters. It is difficult and costly for the Company tohas ~~track~~a ~~the~~heighted ~~requirements~~risk of ~~every~~conflict ~~authority~~of ~~having~~interest ~~jurisdiction over its operations~~ and ~~solar~~self-dealing ~~energy~~given ~~systems. Any new government regulations or utility policies pertaining to~~ the ~~Company's~~size ~~systems,~~of ~~or changes to existing government regulations or utility policies pertaining to~~ its ~~systems,~~Board ~~may~~of ~~result in significant additional expenses to the Company and its customers, potentially causing a significant reduction in demand for its systems~~Directors.

The Company's ~~depends~~Board onof ~~its~~Directors ~~Chief~~comprises ~~Executive~~only ~~Officer~~two tomembers, ~~manage~~one of which is also the ~~business~~only officer of the Company., ~~The~~which ~~loss~~heightens the risk of ~~services~~conflicts of ~~this~~interest ~~officer~~and ~~could~~potential ~~adversely~~self-dealing. ~~affect~~With a limited number of directors, individual decisions and actions may carry greater weight, increasing the ~~business~~potential for personal interests to conflict with the best interests of the Company and ~~negatively~~its ~~affect~~shareholders. For instance, the ~~financial~~Chief ~~condition~~Executive Officer, ~~results~~who is also a Director of ~~operations~~the Company, ~~cash~~will ~~flow~~be able to control his own compensation and ~~trading~~to ~~price~~approve ~~of the~~dealings, ~~common~~if ~~stock~~any, ofby the Company with other entities with which he is also involved.

The ~~business~~small ofBoard ~~the~~size ~~Company~~raises isconcerns ~~largely~~about ~~dependent~~independent ~~upon~~oversight ~~the~~and ~~continued~~objectivity ~~efforts~~in ofcorporate ~~its~~governance ~~chief~~practices. ~~executive~~Conflicts ~~officer,~~of ~~Raj-Mohinder~~interest ~~Gurm.~~could ~~Although~~lead ~~the~~to ~~Company~~decisions ~~has~~favoring anpersonal ~~employment~~gain ~~agreement~~or ~~with~~external ~~Mr.~~affiliations ~~Gurm~~over shareholder value, itpotentially ~~does~~resulting ~~not~~in ~~guarantee~~reputational ~~that~~damage, Mrregulatory scrutiny, and legal liabilities. ~~Gurm~~Although ~~will~~the ~~continue~~Chief Executive and Board intends to ~~work~~act ~~for~~fairly ~~the~~and ~~Company.~~in ~~The~~full ~~loss~~compliance ofwith ~~Mr.~~their ~~Gurm~~fiduciary ~~could~~obligations, ~~affect~~there ~~the~~can ~~ability~~be ofno assurance that the Company towill ~~operate and~~not, ~~depending~~as ~~upon~~a ~~the~~result ~~nature~~ of the ~~termination~~conflict of ~~his~~interest ~~relationship~~described above, ~~could~~sometimes ~~result~~enter ininto ~~substantial~~arrangements ~~severance~~under ~~payments~~terms ~~which~~less beneficial to the Company ~~may~~than it could have ~~difficulty~~obtained inhad ~~funding.~~it been dealing with unrelated persons.

The Company ~~has~~operates in a ~~heighted~~highly ~~risk~~competitive ofindustry ~~conflict~~with ofno ~~interest~~barrier ~~and~~to ~~self-dealing~~entry. ~~given~~Existing or future competitors may have significantly greater resources than the ~~size~~Company, ofwhich ~~its~~may ~~Board~~make ofit ~~Directors~~difficult for the Company to compete.

The Company's ~~Board~~is ofinvolved ~~Directors~~in ~~comprises~~a ~~only~~highly ~~two~~competitive ~~members,~~industry ~~one~~where many of ~~which~~its iscurrent ~~also~~and ~~the~~potential ~~only~~competitors ~~officer~~have oflonger ~~the~~operating ~~Company~~histories, ~~which~~larger ~~heightens~~customer ~~the~~bases, ~~risk~~greater ofbrand ~~conflicts~~recognition, ofand ~~interest~~significantly ~~and~~more ~~potential~~substantial ~~self-dealing.~~financial, ~~With~~marketing, aand ~~limited~~other ~~number~~resources ofcompared ~~directors~~to its own. Additionally, ~~individual~~some ~~decisions~~of ~~and~~its ~~actions~~competitors may ~~carry~~be able to allocate greater ~~weight~~resources to marketing and promotional campaigns, ~~increasing~~adopt ~~the~~more ~~potential~~aggressive ~~for~~pricing ~~personal~~strategies, ~~interests~~and todedicate ~~conflict~~substantially ~~with~~more ~~the~~resources ~~best~~to ~~interests~~systems ofdevelopment than the Company ~~and its shareholders~~can. ~~For~~The ~~instance,~~intensification ~~the~~of ~~Chief~~competition ~~Executive~~may ~~Officer,~~lead ~~who~~to isreduced ~~also~~operating amargins, ~~Director~~loss of ~~the~~market ~~Company~~share, ~~will~~and bea ~~able~~potential toweakening ~~control~~of ~~his~~the ~~own~~Company's ~~compensation~~brand ~~and~~franchise. toThe ~~approve~~Company ~~dealings,~~cannot ifprovide ~~any,~~assurance bythat ~~the~~it ~~Company~~will ~~with~~be ~~other~~able ~~entities~~to ~~with~~compete ~~which~~successfully heagainst isexisting ~~also~~or ~~involved~~future competitors.

13The ~~Table~~Company does not have any full-time employees or consultants, which could have a negative impact on the business of ~~Contents~~the Company and its profitability.

The ~~small~~Company's ~~Board~~operational ~~size~~structure ~~raises~~lacks ~~concerns~~full-time ~~about~~employees ~~independent~~or ~~oversight~~consultants. ~~and~~Further, ~~objectivity~~consultants inand ~~corporate~~contractors ~~governance~~working ~~practices.~~with ~~Conflicts~~the ofCompany ~~interest~~are ~~could~~not ~~lead~~subjected to ~~decisions~~an ~~favoring~~exclusive ~~personal~~contractual ~~gain~~relationship orwith it. Relying on external ~~affiliations~~contractors ~~over~~or ~~shareholder~~temporary ~~value,~~consultants ~~potentially~~may ~~resulting~~lead into ~~reputational~~dependency ~~damage~~on third-party services, ~~regulatory~~impacting ~~scrutiny~~the quality, availability, and ~~legal~~consistency ~~liabilities~~of support crucial for achieving the business objectives of the Company. ~~Although~~Furthermore, the ~~Chief~~Company's ~~Executive~~reliance ~~and~~on ~~Board~~external ~~intends~~resources may be subject to ~~act~~fluctuations ~~fairly~~in availability and competition from other organizations, leading to potential delays in ~~full~~project ~~compliance~~timelines ~~with~~or ~~their~~inefficient ~~fiduciary~~scaling ~~obligations,~~of ~~there~~operations. ~~can~~It bemay noalso ~~assurance~~result ~~that~~in ~~the~~variable ~~Company~~costs ~~will~~and ~~not~~unexpected expenses due to fluctuations in contractor rates, asmarket conditions, or the need for additional expertise. As a ~~result~~consequence, the budgeting and financial planning of the ~~conflict~~Company ofmay ~~interest~~be ~~described~~impacted. ~~above~~The Company may face challenges in ensuring consistency and meeting expected performance levels, ~~sometimes~~as ~~enter~~it ~~into~~may ~~arrangements~~have ~~under~~limited ~~terms~~control ~~less~~and ~~beneficial~~oversight toover the ~~Company~~activities ~~than~~and itdeliverables of external parties. These risks could ~~have~~adversely ~~obtained~~affect ~~had~~the itCompany’s ~~been~~business, ~~dealing~~financial ~~with~~condition, ~~unrelated~~and ~~persons~~results of operations.

The Company’s ~~operates~~business inwill abe ~~highly~~impaired ~~competitive~~it ~~industry~~if ~~with~~loses noany ~~barrier~~of tothe ~~entry.~~necessary ~~Existing~~license to operate or ~~future~~if ~~competitors~~more ~~may~~stringent ~~have~~government ~~significantly~~regulations ~~greater~~are ~~resources~~enacted ~~than~~or if the Company, ~~which~~fails ~~may~~to ~~make~~comply itwith ~~difficult~~the ~~for~~growing ~~the~~number ~~Company~~of regulations pertaining to ~~compete~~solar energy and consumer financing industries.

The ~~Company~~installation isof ~~involved~~solar inenergy asystems ~~highly~~performed ~~competitive~~by ~~industry~~the ~~where~~Company ~~many~~is ofsubject ~~its~~to ~~current~~oversight and ~~potential~~regulation ~~competitors~~under ~~have~~local ~~longer~~ordinances, ~~operating~~building, ~~histories~~zoning and fire codes, ~~larger~~environmental ~~customer~~protection ~~bases~~regulation, ~~greater~~utility ~~brand~~interconnection ~~recognition~~requirements, and ~~significantly~~other ~~more~~rules ~~substantial~~and ~~financial,~~regulations. ~~marketing,~~Any ~~and~~financing ~~other~~transactions ~~resources~~by ~~compared~~the toCompany ~~its~~are ~~own.~~subject ~~Additionally,~~to ~~some~~numerous ofconsumer ~~its~~credit ~~competitors~~and ~~may~~financing beregulations. ~~able~~There tois ~~allocate~~no ~~greater~~guarantee ~~resources~~that tothe ~~marketing~~Company ~~and~~will ~~promotional~~properly ~~campaigns,~~and ~~adopt~~timely ~~more~~comply ~~aggressive~~with ~~pricing~~all ~~strategies,~~laws and ~~dedicate~~regulations ~~substantially~~that ~~more~~may ~~resources~~affect toits ~~systems~~business. ~~development~~If ~~than~~ the Company ~~can.~~fails ~~The~~to ~~intensification~~comply ofwith ~~competition~~these laws and regulations, it may ~~lead~~be subject to ~~reduced~~civil ~~operating~~and ~~margins,~~criminal ~~loss~~penalties. ofIn ~~market share~~addition, ~~and~~non-compliance awith ~~potential~~certain ~~weakening~~consumer ofdisclosure ~~the~~requirements ~~Company's~~related ~~brand~~to ~~franchise.~~home ~~The~~solicitation ~~Company~~sales ~~cannot~~and ~~provide~~home ~~assurance~~improvement ~~that~~contract itsales ~~will~~affords beresidential ~~able~~customers towith ~~compete~~a ~~successfully~~right ~~against~~to ~~existing~~rescind orsuch ~~future~~contracts ~~competitors~~in some jurisdictions.

~~The~~8 ~~Company~~Table ~~does not have any full-time employees or consultants, which could have a negative impact on the business~~ of ~~the Company and its profitability.~~Contents

~~The~~Risks ~~Company's~~Related ~~operational structure lacks full-time employees or consultants. Further, consultants and contractors working with the Company are not subjected~~ to an exclusive contractual relationship with it. Relying on external contractors or temporary consultants may lead to dependency on third-party services, impacting the quality, availability, and consistency of support crucial for achieving the business objectives of the Company. Furthermore, the Company's reliance on external resources may be subject to fluctuations in availability and competition from other organizations, leading to potential delays in project timelines or inefficient scaling of operations. It may also result in variable costs and unexpected expenses due to fluctuations in contractor rates, market conditions, or the need for additional expertise. As a consequence, the budgeting and financial planning of the Company may be impacted. The Company may face challenges in ensuring consistency and meeting expected performance levels, as it may have limited control and oversight over the activities and deliverables of external parties. These risks could adversely affect the Company’s business, financial condition, and results of operations. Industry

The ~~Company’s~~reduction, ~~business~~elimination ~~will~~or beexpiration ~~impaired it if loses any~~ of ~~the necessary license to operate or if more stringent~~ government ~~regulations~~subsidies ~~are~~and ~~enacted~~economic orincentives iffor ~~the~~solar ~~Company~~electricity ~~fails~~applications tocould ~~comply~~reduce ~~with~~demand ~~the~~for ~~growing number of regulations pertaining to~~ solar ~~energy~~power systems and ~~consumer~~harm ~~financing~~the ~~industries~~Company’s business.

The ~~installation~~demand offor solar ~~energy~~power systems ~~performed~~in by the ~~Company~~market is ~~subject~~closely totied oversight and regulation under local ordinances, building, zoning and fire codes, environmental protection regulation, utility interconnection requirements, and other rules and regulations. Any financing transactions by the Company are subject to ~~numerous consumer credit and financing regulations. There is no guarantee that~~ the ~~Company~~availability ~~will properly~~ and ~~timely~~scale ~~comply~~of ~~with~~government ~~all~~subsidies ~~laws~~ and ~~regulations~~economic ~~that~~incentives ~~may~~at ~~affect its business. If~~ the ~~Company~~local, ~~fails~~provincial, ~~to comply with these laws~~ and ~~regulations~~federal levels, itwhich ~~may~~can bevary ~~subject~~significantly toacross ~~civil~~geographic ~~and criminal penalties~~regions. InThe ~~addition~~reduction, ~~non-compliance~~elimination, ~~with~~or ~~certain~~expiration ~~consumer~~of ~~disclosure~~these ~~requirements~~subsidies ~~related to home solicitation sales~~ and ~~home~~incentives ~~improvement~~for ~~contract~~solar ~~sales~~electricity ~~affords~~applications ~~residential~~poses ~~customers with~~ a ~~right~~potential threat to ~~rescind~~the ~~such~~business ~~contracts~~of inthe ~~some jurisdictions~~Company.

14Solar ~~Table~~electricity currently enjoys a competitive edge over conventional and non-solar renewable sources due to its cost-effectiveness, a trend management expects to continue in the foreseeable future. To promote the adoption of ~~Contents~~solar electricity and reduce reliance on traditional energy sources, federal, provincial, and local governments in Canada have provided incentives such as feed-in tariffs, rebates, tax credits, and other forms of support to system owners, distributors, system integrators, and solar power system manufacturers.

~~Risks~~However, ~~Related~~many of these government incentives have expiration dates, may phase out gradually, or depend on allocated funding that can deplete over time. Furthermore, some incentives require renewal by the relevant authorities to ~~Industry~~sustain their effectiveness. The risk also lies in the possibility of other electric utility companies or generators lobbying for legislative changes that could adversely impact the solar industry.

~~The~~Any reduction, elimination, or expiration of government ~~subsidies~~incentives ~~and~~could ~~economic~~tilt ~~incentives~~the ~~for~~competitive balance in favor of non-solar renewable sources and traditional electricity, ~~applications~~leading ~~could~~to ~~reduce~~a potential decline in demand for solar ~~power~~PV systems and ~~harm~~adversely affecting product sales and overall revenue of the Company~~’s business~~.

~~The~~As ~~demand~~the Company relies on these incentives to foster a favorable market environment for its solar ~~power~~energy ~~systems~~solutions, any adverse changes in the ~~market~~incentive islandscape ~~closely~~could ~~tied~~hinder tothe growth of the ~~availability~~solar electricity industry and ~~scale~~pose ofrisks ~~government~~to ~~subsidies~~the ~~and~~financial ~~economic~~performance ~~incentives~~of atthe business of the ~~local,~~Company. ~~provincial,~~The Company continually monitors regulatory developments and ~~federal~~strives ~~levels,~~to ~~which~~adapt ~~can~~its ~~vary~~strategies ~~significantly~~accordingly ~~across~~to ~~geographic~~mitigate ~~regions.~~potential ~~The~~impacts ~~reduction,~~on ~~elimination,~~its oroperations. ~~expiration~~However, ofthere ~~these~~remains ~~subsidies~~inherent ~~and~~uncertainty ~~incentives~~concerning ~~for~~the ~~solar~~sustainability ~~electricity~~of ~~applications~~government ~~poses~~incentives aand ~~potential~~their ~~threat~~long-term toeffects on the business of the Company.

~~Solar~~A ~~electricity~~material ~~currently~~reduction ~~enjoys a competitive edge over conventional and non-solar renewable sources due to its cost-effectiveness, a trend management expects to continue~~ in the ~~foreseeable~~retail ~~future.~~price Toof ~~promote~~traditional ~~the~~utility-generated ~~adoption~~electricity ofor ~~solar~~ electricity ~~and~~from ~~reduce~~other ~~reliance on traditional energy~~ sources, ~~federal,~~could ~~provincial, and local governments in Canada~~ have ~~provided~~adverse ~~incentives~~effects ~~such~~on asthe ~~feed-in~~Company's ~~tariffs~~business, ~~rebates,~~financial ~~tax credits~~condition, ~~and~~results ~~other forms~~ of ~~support to system owners~~operations, ~~distributors, system integrators,~~ and ~~solar power system manufacturers~~prospects.

~~However,~~The ~~many~~Company ofbelieves ~~these~~that ~~government~~a ~~incentives~~significant ~~have~~portion ~~expiration~~of ~~dates,~~its ~~may~~customers ~~phase~~choose ~~out~~solar ~~gradually,~~energy orto ~~depend~~benefit onfrom ~~allocated~~lower ~~funding~~electricity ~~that~~costs ~~can~~compared ~~deplete~~to ~~over~~those ~~time.~~offered ~~Furthermore,~~by ~~some~~traditional ~~incentives~~utilities. ~~require~~However, ~~renewal by~~ the ~~relevant~~broad ~~authorities~~market toadoption ~~sustain~~of ~~their~~distributed ~~effectiveness.~~commercial ~~The~~and ~~risk~~residential ~~also~~solar ~~lies~~energy inremains ~~the~~relatively ~~possibility~~low, ofwith ~~other~~penetration ~~electric~~into ~~utility~~less ~~companies~~than or5% ~~generators~~of ~~lobbying~~its ~~for~~total ~~legislative~~addressable ~~changes~~market ~~that~~in ~~could adversely impact the solar industry~~Canada.

~~Any reduction~~Moreover, ~~elimination,~~customers' ordecisions ~~expiration~~to ofopt ~~government~~for ~~incentives~~solar ~~could~~energy ~~tilt~~may also be influenced by the ~~competitive~~cost ~~balance~~of other renewable energy sources. Any decrease in ~~favor~~the retail prices of ~~non-solar~~electricity from traditional utilities or alternative renewable sources could impede the Company's ability to maintain competitive pricing and ~~traditional~~negatively impact its business. Factors contributing to potential declines in utility electricity prices include the construction of new power generation plants, ~~leading~~improvements toin aenergy ~~potential~~transmission ~~decline~~efficiency, reductions in ~~demand~~natural ~~for~~gas ~~solar~~prices, PVutility ~~systems~~rate ~~and~~adjustments, ~~adversely~~energy ~~affecting~~conservation ~~product~~technologies, ~~sales~~public ~~and~~initiatives ~~overall~~to ~~revenue~~reduce ofelectricity consumption, advancements in energy storage technologies, or the ~~Company~~development of more cost-effective energy generation technologies.

AsShould ~~the~~utility ~~Company~~electricity ~~relies~~prices ondecrease ~~these~~due ~~incentives~~ to ~~foster~~any aof ~~favorable~~these ~~market~~reasons ~~environment~~or ~~for~~other ~~its solar energy solutions~~factors, ~~any adverse changes in~~ the ~~incentive~~Company ~~landscape~~may ~~could~~face ~~hinder~~a ~~the~~competitive ~~growth~~disadvantage, ofchallenges ~~the~~in ~~solar~~attracting ~~electricity~~new ~~industry~~customers, and ~~pose~~limitations ~~risks~~on toits ~~the~~growth ~~financial performance of the business of the Company~~potential. The ~~Company~~economic ~~continually~~attractiveness ~~monitors~~of ~~regulatory~~purchasing ~~developments~~or ~~and~~leasing ~~strives~~the toCompany's ~~adapt~~solar ~~its~~energy ~~strategies~~systems ~~accordingly~~could todiminish, ~~mitigate~~thereby ~~potential~~impacting ~~impacts~~ on its ~~operations.~~overall ~~However,~~market ~~there~~competitiveness ~~remains inherent uncertainty concerning the sustainability of government incentives~~ and ~~their~~growth ~~long-term effects on the business of the Company~~prospects.

A9 ~~material~~Table ~~reduction in the retail price~~ of ~~traditional utility-generated electricity or electricity from other sources could have adverse effects on the Company's business, financial condition, results of operations, and prospects.~~ Contents

The Company's ~~believes~~ability ~~that~~to aoffer ~~significant~~economically ~~portion~~viable ~~of its customers choose~~ solar energy systems to ~~benefit~~customers ~~from~~depends ~~lower~~on ~~electricity~~its ~~costs~~capacity ~~compared~~ to ~~those~~assist ~~offered~~customers byin ~~traditional~~arranging ~~utilities.~~financing ~~However,~~for ~~the~~such ~~broad market adoption of distributed commercial and residential solar energy remains relatively low~~installations, ~~with~~which ~~penetration~~may ~~into~~be ~~less~~impeded ~~than~~by 5%changes ofto ~~its~~government ~~total~~subsidies ~~addressable~~and ~~market~~grant ~~in Canada~~programs.

~~Moreover,~~The ~~customers' decisions to opt for~~ solar energy ~~may~~systems ~~also be influenced by~~ the ~~cost~~Company ofinstalls ~~other~~have ~~renewable~~historically ~~energy~~been ~~sources.~~eligible ~~Any~~for ~~decrease~~Federal intax ~~the~~credits, ~~retail~~Federal ~~prices~~and ofprovincial ~~electricity~~grants, ~~from~~as ~~traditional~~well ~~utilities~~as ordepreciation ~~alternative~~benefits. ~~renewable~~The ~~sources could impede the~~ Company's ~~ability~~has torelied ~~maintain~~on ~~competitive~~financing ~~pricing~~structures ~~and~~that ~~negatively~~monetize ~~impact~~a ~~its~~significant ~~business.~~portion ~~Factors~~of ~~contributing~~these tobenefits, ~~potential~~facilitating ~~declines~~financing infor ~~utility electricity prices include~~ the ~~construction~~solar ~~of new power generation plants, improvements in~~ energy ~~transmission~~systems. ~~efficiency,~~Should ~~reductions~~customers inbecome ~~natural~~unable ~~gas~~to ~~prices,~~monetize ~~utility~~these ~~rate~~benefits ~~adjustments,~~through ~~energy~~such ~~conservation~~government ~~technologies~~programs, ~~public~~the ~~initiatives~~Company's ability to ~~reduce~~provide ~~electricity~~and ~~consumption,~~maintain ~~advancements~~solar in energy ~~storage~~systems ~~technologies,~~for ornew ~~the~~customers ~~development~~on ofan ~~more~~economically ~~cost-effective~~viable ~~energy~~basis ~~generation~~may ~~technologies~~be compromised.

15The ~~Table~~availability of ~~Contents~~tax-advantaged financing relies on various factors, including financial and credit market conditions, changes in legal or tax risks associated with such financings, and the potential non-renewal or reduction of associated incentives. If government incentivized grants are no longer available for new solar energy systems, changes in laws or interpretations by the Canada Revenue Agency and the courts could reduce funding sources' willingness to provide funds for customers seeking to adopt these solar energy systems. The Company cannot guarantee the continuous availability of this type of financing to its customers. If financing for solar energy systems becomes unattainable, the Company may be unable to offer solar energy systems to new customers on an economically viable basis, which could have a material adverse impact on its business, financial condition, and results of operations.

~~Should~~The ~~utility~~purchase ~~electricity prices decrease due to any of these reasons or other factors, the Company may face a competitive disadvantage, challenges in attracting new customers,~~ and ~~limitations~~installation ~~on its growth potential. The economic attractiveness~~ of ~~purchasing or leasing the Company's~~ solar energy systems ~~could~~faces ~~diminish,~~potential ~~thereby~~adverse ~~impacting~~effects onfrom ~~its~~rising ~~overall~~interest ~~market competitiveness and growth prospects~~rates.

~~The~~Increases in interest rates could elevate its cost of capital, resulting in higher interest expenses and increased costs for purchasing solar energy systems for installation. Moreover, higher interest rates may negatively affect the Company's ability to ~~offer~~arrange ~~economically~~favorable ~~viable~~financing terms for customers purchasing its solar energy systems. toAs ~~customers~~the ~~depends~~majority onof ~~its~~the ~~capacity~~Company's tocash ~~assist~~flows ~~customers~~have inoriginated ~~arranging~~from ~~financing~~solar ~~for~~energy ~~such~~system ~~installations~~sales, ~~which~~rising interest rates may bedampen ~~impeded~~consumer bypurchasing ~~changes~~behavior due to ~~government~~increased ~~subsidies~~financing costs. Consequently, higher interest rates could impact the Company's costs and ~~grant~~revenue, ~~programs~~leading to an adverse effect on its business, financial condition, and results of operations.

The ~~solar~~Company ~~energy~~faces ~~systems~~ the ~~Company~~risk ~~installs~~of ~~have~~not ~~historically~~being ~~been~~able ~~eligible~~to ~~for~~compete ~~Federal~~successfully ~~tax~~against ~~credits,~~other ~~Federal~~solar and ~~provincial~~energy ~~grants~~companies, aswhich ~~well~~may ashinder ~~depreciation~~the ~~benefits.~~development ~~The Company has relied on financing structures that monetize a significant portion~~ of ~~these~~its ~~benefits,~~operations ~~facilitating~~and ~~financing~~lead ~~for the solar energy systems. Should customers become unable~~ to ~~monetize~~negative ~~these~~consequences ~~benefits through such government programs, the Company's ability to provide and maintain solar energy systems~~ for ~~new~~its ~~customers on an economically viable basis may be compromised~~business.

The ~~availability~~solar ofand ~~tax-advantaged~~energy ~~financing~~industries ~~relies~~are onhighly ~~various~~competitive ~~factors~~in Canada and globally, ~~including~~with ~~financial~~rapid ~~and~~technological ~~credit~~advancements. ~~market~~The ~~conditions,~~Company ~~changes~~competes inwith ~~legal~~other orsolar ~~tax~~companies ~~risks~~that ~~associated~~have ~~with~~similar ~~such~~business ~~financings~~models, ~~and~~as ~~the~~well ~~potential~~as ~~non-renewal~~those orin ~~reduction~~the ofdownstream ~~associated~~value ~~incentives.~~chain Ifof ~~government~~solar ~~incentivized~~energy. ~~grants~~This ~~are~~includes nofinance-driven ~~longer~~organizations ~~available~~that ~~for~~acquire ~~new~~customers ~~solar~~and ~~energy~~subcontract ~~systems~~installation, ~~changes~~installation inbusinesses ~~laws~~seeking orexternal ~~interpretations~~financing, bylarge ~~the~~construction ~~Canada~~companies, ~~Revenue~~utilities, ~~Agency~~ and ~~the~~increasingly, ~~courts~~sophisticated ~~could~~electrical ~~reduce~~and ~~funding~~roofing ~~sources'~~companies. ~~willingness~~Some tocompetitors ~~provide~~specialize ~~funds~~in ~~for~~the ~~customers~~commercial ~~seeking~~or toresidential ~~adopt these~~ solar energy ~~systems.~~market ~~The~~and ~~Company~~may ~~cannot~~offer ~~guarantee~~energy ~~the~~at ~~continuous~~lower ~~availability~~costs. ofAdditionally, ~~this~~certain ~~type~~competitors ofare ~~financing~~vertically integrating to ~~its~~ensure ~~customers~~supply and control costs. IfMany ~~financing~~of ~~for~~these ~~solar~~competitors ~~energy~~have ~~systems~~strong ~~becomes~~brand ~~unattainable,~~recognition ~~the~~and ~~Company~~extensive ~~may~~knowledge beof ~~unable~~the toCompany's ~~offer~~target ~~solar~~markets. ~~energy~~If ~~systems~~the toCompany ~~new~~cannot ~~customers~~effectively oncompete anin ~~economically~~this ~~viable~~competitive ~~basis~~market, ~~which~~it ~~could~~will have ~~a material~~ adverse ~~impact~~effects on its business, financial condition, and results of operations.

~~The~~Adverse ~~purchase~~economic ~~and~~conditions ~~installation~~may ofhave material adverse consequences on the solar energy ~~systems~~industry ~~faces~~and ~~potential~~on ~~adverse~~the ~~effects~~Company’s ~~from~~business, ~~rising~~results ~~interest~~of ~~rates.~~operations and financial condition.

~~Increases~~The insolar ~~interest~~energy ~~rates~~industry ~~could~~may ~~elevate~~be ~~its~~significantly ~~cost~~impacted ofby ~~capital,~~adverse ~~resulting~~economic inconditions. ~~higher~~Unpredictable ~~interest~~changes, ~~expenses~~such ~~and~~as ~~increased~~recession, ~~costs~~inflation, ~~for~~increased ~~purchasing~~government ~~solar~~intervention, ~~energy~~or ~~systems~~other ~~for~~economic ~~installation. Moreover~~shifts, ~~higher~~could ~~interest~~adversely ~~rates~~affect ~~may~~the ~~negatively~~solar ~~affect~~energy industry and the Company'’s ~~ability~~general tobusiness ~~arrange~~strategy. ~~favorable~~The ~~financing~~Company ~~terms~~relies ~~for~~on ~~customers~~generating ~~purchasing~~additional ~~its~~sources ~~solar~~of ~~energy~~liquidity ~~systems.~~and Asmay ~~the~~need ~~majority~~to ofraise ~~the~~additional ~~Company's~~funds ~~cash~~through ~~flows~~public ~~have~~or ~~originated~~private ~~from~~debt ~~solar~~or ~~energy~~equity ~~system~~financings ~~sales,~~to ~~rising~~fund ~~interest~~existing ~~rates~~operations ~~may~~or ~~dampen~~capitalize ~~consumer~~on ~~purchasing~~opportunities, ~~behavior~~including ~~due~~acquisitions. toAny ~~increased~~adverse ~~financing~~economic ~~costs.~~event ~~Consequently,~~could ~~higher~~have ~~interest~~a ~~rates~~material ~~could~~adverse impact on the Company's ~~costs and revenue~~business, ~~leading~~results toof ~~an adverse effect on its business~~operations, ~~financial condition,~~ and ~~results~~financial ~~of operations~~condition.

~~The~~10 ~~Company~~Table ~~faces the risk~~ of ~~not being able to compete successfully against other solar and energy companies, which may hinder the development of its operations and lead to negative consequences for its business.~~Contents

~~The~~Developments ~~solar and energy industries are highly competitive~~ in ~~Canada~~alternative ~~and~~technologies ~~globally,~~or ~~with~~improvements ~~rapid technological advancements. The Company competes with other solar companies that have similar business models, as well as those~~ in ~~the~~distributed ~~downstream value chain of~~ solar energy. ~~This~~generation ~~includes~~may ~~finance-driven~~materially ~~organizations~~adversely ~~that~~affect ~~acquire~~demand ~~customers~~for and subcontract installation, installation businesses seeking external financing, large construction companies, utilities, and increasingly, sophisticated electrical and roofing companies. Some competitors specialize in the ~~commercial~~current ~~or residential~~ solar energy ~~market and may offer energy at lower costs~~products. Additionally, certain competitors are vertically integrating to ensure supply and control costs. Many of these competitors have strong brand recognition and extensive knowledge of the Company's target markets. If the Company cannot effectively compete in this competitive market, it will have adverse effects on its business, financial condition, and results of operations.

16Significant ~~Table~~developments in alternative technologies, such as advances in other forms of ~~Contents~~distributed solar power generation, storage solutions such as batteries, the widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of centralized power production may materially and adversely affect the Company’s business and prospects in ways management of the Company do not currently anticipate. Any failure by the Company to adopt new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay deployment of oits solar energy systems, which could result in product obsolescence, the loss of competitiveness of the systems the Company sells and installs, decreased revenue and a loss of market share to competitors.

~~Adverse~~Risks ~~economic~~Related ~~conditions~~to ~~may have material adverse consequences on~~ the ~~solar~~Common ~~energy~~Stock ~~industry~~of ~~and on~~ the Company~~’s business, results of operations and financial condition.~~

The ~~solar~~British ~~energy~~Columbia ~~industry~~Securities ~~may~~Commission behas ~~significantly~~issued ~~impacted~~a bycease ~~adverse~~trade ~~economic~~order ~~conditions.~~in ~~Unpredictable~~respect ~~changes,~~of ~~such as recession, inflation, increased government intervention, or other economic shifts, could adversely affect~~ the ~~solar~~securities ~~energy~~of ~~industry and~~ the Company’s ~~general~~for ~~business~~failing ~~strategy. The Company relies on generating additional sources of liquidity and may need~~ to ~~raise~~comply ~~additional~~with ~~funds~~certain ~~through~~reporting ~~public~~obligations orunder ~~private~~applicable ~~debt~~Canadian orsecurities ~~equity financings to fund existing operations or capitalize on opportunities, including acquisitions~~laws. ~~Any adverse economic event could have a material adverse impact on the Company's business, results of operations, and financial condition.~~

~~Developments~~As inan ~~alternative~~“OTC ~~technologies~~reporting orissuer” ~~improvements~~under inapplicable ~~distributed~~Canadian ~~solar~~securities ~~energy~~laws, ~~generation~~the ~~may~~Company ~~materially~~is ~~adversely~~required ~~affect~~to ~~demand~~make periodic filings with applicable Canadian securities authorities, including annual and interim financial statements and management’s discussion & analysis relating to those periods. Due to a lack of sufficient funds, the Company did not file its interim financial statements and Management's Discussion and Analysis for the ~~current~~interim ~~solar~~period ~~energy~~ended ~~products~~December 31, 2014. On March 6, 2015, the British Columbia Securities Commission issued a cease trade order in respect of the securities of the Company. As a result of this order, holders of securities of the Company in Canada are not able to trade securities of the Company until the order is revoked.

~~Significant~~On ~~developments~~November in24, ~~alternative technologies~~2022, ~~such~~the asCompany ~~advances~~received ina ~~other~~Partial ~~forms~~Revocation ofOrder ~~distributed~~from ~~solar~~the ~~power~~British ~~generation,~~Columbia ~~storage~~Securities ~~solutions~~Commission, ~~such~~permitting asthe ~~batteries,~~Company ~~the~~to ~~widespread~~conduct ~~use~~a orprivate ~~adoption~~placement of ~~fuel~~an ~~cells~~amount ~~for~~of ~~residential~~up orto ~~commercial~~$110,000 ~~properties~~by orway ~~improvements~~of inthe ~~other~~issuance ~~forms~~ of ~~centralized~~debt ~~power~~securities ~~production~~that ~~may~~are ~~materially~~convertible ~~and~~into ~~adversely~~common ~~affect~~shares ~~the~~at ~~Company’s~~$0.03 ~~business~~per ~~and~~share. ~~prospects~~Management ~~in ways management~~ of the Company dohas ~~not~~filed ~~currently anticipate. Any failure by~~ the Company’s toaudited ~~adopt~~financial ~~new~~statements orand ~~enhanced~~paid ~~technologies~~all oroutstanding ~~processes,~~fees or to ~~react~~the toBritish ~~changes~~Columbia inSecurities ~~existing~~Commission ~~technologies,~~and ~~could~~has ~~materially~~applied ~~delay~~to ~~deployment~~have ofthe ~~oits~~cease ~~solar~~trade ~~energy~~order ~~systems,~~fully ~~which~~revoked. ~~could~~There ~~result~~is inno ~~product~~guarantee ~~obsolescence,~~ the ~~loss~~issuance of ~~competitiveness~~a offull ~~the~~revocation ~~systems~~of the ~~Company~~cease ~~sells~~trade ~~and~~order ~~installs,~~in ~~decreased~~British ~~revenue~~Columbia ~~and~~in athe ~~loss of market share to competitors~~future.

~~Risks~~11 ~~Related~~Table ~~to the Common Stock~~ of ~~the Company~~Contents

The ~~British~~Company ~~Columbia~~does ~~Securities~~not ~~Commission~~expect ~~has~~to ~~issued~~declare a ~~cease~~cash ~~trade~~dividend ~~order~~on inits ~~respect~~common ofstock ~~the~~in ~~securities of~~ the ~~Company~~foreseeable ~~for failing to comply with certain reporting obligations under applicable Canadian securities laws~~future.

AsThe anCompany ~~“OTC~~has ~~reporting~~never ~~issuer”~~declared ~~under~~or ~~applicable~~paid ~~Canadian~~a ~~securities~~cash ~~laws,~~dividend ~~the~~on ~~Company~~its iscommon ~~required~~stock, toand ~~make~~management ~~periodic~~does ~~filings~~not ~~with~~anticipate ~~applicable~~paying ~~Canadian~~cash ~~securities~~dividends ~~authorities,~~in ~~including~~the ~~annual~~foreseeable ~~and~~future. ~~interim~~The ~~financial~~Company ~~statements~~expects ~~and~~to ~~management’s~~use ~~discussion~~future &earnings, ~~analysis~~if ~~relating~~any, toas ~~those~~well ~~periods.~~as ~~Due~~any tocapital athat ~~lack~~may ofbe ~~sufficient~~raised ~~funds,~~in the ~~Company~~future, ~~did~~to ~~not~~fund ~~file~~business ~~its~~growth. ~~interim~~Consequently, ~~financial~~a ~~statements and Management'~~stockholder’s ~~Discussion~~only ~~and~~opportunity ~~Analysis~~to ~~for~~achieve ~~the~~a ~~interim~~return ~~period~~on ~~ended~~investment ~~December~~would ~~31,~~be ~~2014.~~for Onthe ~~March~~price 6,of ~~2015,~~ the ~~British~~Company’s ~~Columbia~~common ~~Securities~~stock ~~Commission~~to ~~issued~~appreciate. aManagement ~~cease trade order in respect~~ of the ~~securities~~Company ofcannot ~~the~~assure ~~Company. As~~stockholders of a ~~result~~positive ofreturn ~~this~~on ~~order,~~their ~~holders~~investment ofwhen ~~securities~~they ofsell ~~the~~their ~~Company~~shares, innor ~~Canada~~can ~~are~~management ~~not~~assure ~~able~~that tostockholders ~~trade~~will ~~securities~~not oflose the ~~Company~~entire ~~until~~amount ~~the~~of ~~order~~their ~~is revoked~~investment.

OnThere ~~November~~has ~~24,~~been ~~2022,~~only ~~the Company received~~ a ~~Partial~~limited ~~Revocation~~public ~~Order~~market ~~from~~for the ~~British Columbia Securities Commission, permitting the Company to conduct a private placement of an amount of up to $110,000 by way of the issuance of debt securities that are convertible into~~ common ~~shares~~stock ~~at $0.03 per share. Management~~ of the Company ~~intends to file the Company’s audited financial statements~~ and ~~pay~~an ~~all~~active ~~outstanding~~trading ~~fees~~market tofor the ~~British~~common ~~Columbia~~stock ~~Securities~~may ~~Commission~~not ~~and~~develop ~~apply to have the cease trade order fully revoked. There is no guarantee the issuance of a full revocation of the cease trade order~~ in ~~British Columbia in~~ the future.

17There ~~Table~~has not been any broad public market for the common stock of ~~Contents~~the Company, and an active trading market may not develop or be sustained. The trading volume of the common stock of the Company may be and has been limited and sporadic. It is doubtful a broader or more active public trading market for the common stock of the Company will develop or be sustained.

~~The~~Investors ~~Company~~may ~~does~~have ~~not~~difficulty ~~expect~~in toreselling ~~declare~~their ashares ~~cash~~due ~~dividend~~to ~~on its common stock in~~ the ~~foreseeable~~lack ~~future~~of market.

The ~~Company has never declared or paid a cash dividend on its~~ common stock, ~~and~~of ~~management does not anticipate paying cash dividends in~~ the ~~foreseeable future. The~~ Company ~~expects~~is tonot ~~use~~currently ~~future~~traded ~~earnings,~~on if any, asexchange ~~well~~but asis ~~any~~quoted ~~capital~~on ~~that~~OTC ~~may~~Markets bePink ~~raised~~marketplace inunder the ~~future,~~trading tosymbol ~~fund business growth~~“PTOS.” ~~Consequently,~~There ais ~~stockholder’s only opportunity to achieve~~ a ~~return~~limited ontrading ~~investment~~market ~~would be~~ for the ~~price of the Compan’s~~ common stock ~~to appreciate. Management~~ of the Company. ~~cannot~~There ~~assure~~is ~~stockholders~~no ofguarantee athat ~~positive~~any ~~return~~significant onmarket ~~their~~for ~~investment~~the ~~when~~securities ~~they~~of ~~sell~~the ~~their~~Company ~~shares, nor can management assure that stockholders~~ will ~~not~~ever ~~lose the entire amount of their investment~~develop.

~~There~~Moreover, ~~has~~the ~~been~~common ~~only~~stock aof ~~limited~~the ~~public~~Company ~~market~~falls ~~for~~under the ~~common~~category ~~stock~~ of "Penny Stock" in the ~~Company~~United States, according to SEC Rule 15g-9, and anis ~~active~~subject ~~trading~~to specific regulations governing its sale to investors. A "Penny Stock" is defined as any equity security with a market ~~for~~price ~~the~~of ~~common~~less ~~stock~~than ~~may~~$5.00 ~~not~~per ~~develop~~share inor ~~the~~an ~~future~~exercise price of less than $5.00 per share, with certain exceptions.

~~There~~Due ~~has~~to ~~not~~these ~~been~~regulations, ~~any~~brokers ~~broad~~must ~~public~~comply ~~market~~with ~~for~~stringent ~~the~~requirements ~~common~~when ~~stock~~handling oftransactions ~~the~~involving ~~Company,~~"Penny ~~and~~Stocks." anThis ~~active~~includes ~~trading~~obtaining ~~market~~financial ~~may~~information ~~not~~and ~~develop~~investment orexperience beobjectives ~~sustained.~~of ~~The~~the ~~trading~~investor, ~~volume~~making ofa ~~the~~reasonable ~~common~~determination ~~stock~~ of the ~~Company~~suitability ~~may~~of bepenny ~~and~~stock ~~has~~transactions ~~been~~for ~~limited~~the investor, and ~~sporadic. It~~ensuring isthe ~~doubtful~~investor apossesses ~~broader~~sufficient orknowledge ~~more~~and ~~active~~experience ~~public~~in ~~trading~~financial ~~market~~matters ~~for~~to ~~the~~assess ~~common stock of~~ the ~~Company~~associated ~~will develop or be sustained~~risks.

~~Investors~~Additionally, ~~may~~brokers ~~have~~are ~~difficulty~~obligated to deliver a disclosure schedule prescribed by the SEC, outlining the basis for the suitability determination and the signed, written agreement from the investor before proceeding with any penny stock transaction. There are also mandatory disclosures about the risks of investing in ~~reselling~~penny ~~their~~stocks, ~~shares~~commissions ~~due~~payable to the ~~lack~~broker-dealer and registered representative, current quotations for the securities, and the rights and remedies available to investors in case of fraud in penny stock transactions. Furthermore, monthly statements must be provided, including recent price information for the penny stock held in the account and details about the limited market for penny stocks.

~~The~~Due ~~common~~to ~~stock~~these ofregulatory ~~the~~complexities ~~Company~~and isdisclosure ~~not~~requirements, ~~currently~~brokers ~~traded~~may onbe ~~any~~less ~~exchange~~willing ~~but~~to isexecute ~~quoted~~transactions oninvolving ~~OTC~~securities ~~Markets~~subject ~~Pink~~to ~~marketplace~~"penny ~~under~~stock" ~~the trading symbol “PTOS~~rules.” ~~There~~As is a ~~limited~~result, ~~trading~~it ~~market~~may ~~for~~be ~~the~~more ~~common~~challenging ~~stock~~for of the Company.'s ~~There~~stockholders isto nosell ~~guarantee~~shares ~~that~~of ~~any significant market for~~ the ~~securities~~common stock of the Company ~~will ever develop~~.

~~Moreover,~~12 ~~the~~Table ~~common stock~~ of the Company falls under the category of "Penny Stock" in the United States, according to SEC Rule 15g-9, and is subject to specific regulations governing its sale to investors. A "Penny Stock" is defined as any equity security with a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, with certain exceptions.Contents

~~Due~~The tomarket ~~these~~price ~~regulations, brokers must comply with stringent requirements when handling transactions involving "Penny Stocks." This includes obtaining financial information and investment experience objectives~~ of the ~~investor,~~common ~~making~~stock ~~a reasonable determination~~ of the ~~suitability~~Company ofmay ~~penny~~fluctuate ~~stock transactions for the investor~~significantly, and ~~ensuring~~stockholders ~~the~~may ~~investor~~lose ~~possesses~~all ~~sufficient~~or ~~knowledge~~a ~~and~~part ~~experience~~of intheir ~~financial matters to assess the associated risks~~investment.

~~Additionally,~~The ~~brokers~~market ~~are~~prices ~~obligated~~for tosecurities ~~deliver~~of asolar ~~disclosure~~and ~~schedule~~energy ~~prescribed~~companies byhave ~~the~~historically ~~SEC,~~been ~~outlining~~highly ~~the~~volatile, ~~basis for the suitability determination~~ and the ~~signed,~~market ~~written~~has ~~agreement~~ from ~~the~~time-to-time ~~investor~~experienced ~~before~~significant ~~proceeding~~price ~~with~~and ~~any~~volume ~~penny~~fluctuations ~~stock~~that ~~transaction. There~~ are ~~also~~unrelated ~~mandatory~~to ~~disclosures about~~ the ~~risks~~operating performance of ~~investing~~particular incompanies. ~~penny~~The ~~stocks,~~market ~~commissions~~price ~~payable~~of to the ~~broker-dealer~~common ~~and~~stock ~~registered~~of ~~representative, current quotations for~~ the ~~securities,~~Company ~~and~~may ~~the~~fluctuate ~~rights~~significantly ~~and~~in ~~remedies~~response ~~available~~ to ~~investors~~numerous infactors, ~~case~~some of ~~fraud~~which inare ~~penny~~beyond ~~stock~~its ~~transactions. Furthermore~~control, ~~monthly~~such ~~statements must be provided, including recent price information for the penny stock held in the account and details about the limited market for penny stocks.~~as:

~~Due~~· adverse regulatory decisions; · changes in laws or regulations applicable to ~~these~~the ~~regulatory~~products ~~complexities~~or services of the Company; · legal disputes or other developments relating to proprietary rights, including patents, litigation matters, and ~~disclosure~~the ~~requirements~~results of any proceedings or lawsuits, ~~brokers~~including ~~may~~patent beor ~~less~~stockholder ~~willing~~litigation; to· ~~execute~~the ~~transactions~~Company’s ~~involving~~dependence on third parties; · announcements of the introduction of new products by competitors; · market conditions in the solar and energy sectors; · announcements concerning product development results or intellectual property rights of others; · future issuances of common stock or other securities; ~~subject~~· the addition or departure of key personnel; · failure to ~~"penny~~meet ~~stock"~~or ~~rules.~~exceed Asany afinancial ~~result,~~guidance itor expectations that the Company may beprovide ~~more~~to ~~challenging~~the ~~for~~public; · actual or anticipated variations in quarterly operating results; · the Company'’s ~~stockholders~~failure to ~~sell~~meet ~~shares~~or exceed the estimates and projections of the investment community; · overall performance of the equity markets and other factors that may be unrelated to the operating performance of the Company or the operating performance of its competitors, including changes in market valuations of similar companies; · announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by the Company or its competitors; · issuances of debt or equity securities; · sales of common stock by the Company or its stockholders in the future; · trading volume of the common stock of the Company; · ineffectiveness of the internal controls of the Company; · publication of research reports about the Company or the solar industry or positive or negative recommendations or withdrawal of research coverage by securities analysts; · general political and economic conditions; · effects of natural or man-made catastrophic events; and, · other events or factors, many of which are beyond the control of the Company.

18Further, ~~Table~~the equity markets in general have recently experienced extreme price and volume fluctuations. Continued market fluctuations could result in extreme volatility in the price of ~~Contents~~the common stock of the Company, which could cause a decline in the value of the common stock. Price volatility of the common stock of the Company might worsen if the trading volume of the common stock is low. The realization of any of the above risks or any of a broad range of other risks, including those described in these “Risk Factors,” could have a dramatic and material adverse impact on the market price of the common stock of the Company.

~~The~~13 ~~market~~Table ~~price~~ of ~~the~~ ~~common stock of the Company may fluctuate significantly, and stockholders may lose all or a part of their investment.~~Contents

~~The~~Future ~~market~~issuances ~~prices~~of ~~for~~debt securities ~~of solar~~ and ~~energy~~equity ~~companies~~securities may have ~~historically~~adverse ~~been~~effects ~~highly~~on ~~volatile, and~~ the market ~~has from time to time experienced significant~~ price ~~and volume fluctuations that are unrelated to the operating performance~~ of ~~particular~~shares ~~companies. The market price~~ of the Company's common stock ofand ~~the~~could ~~Company~~be ~~may~~dilutive ~~fluctuate significantly in response~~ to ~~numerous~~existing ~~factors, some of which are beyond its control, such as:~~stockholders.

·In ~~adverse~~the ~~regulatory~~future, ~~decisions;~~the ·Company ~~changes~~may inchoose ~~laws or regulations applicable~~ to ~~the~~issue ~~products~~debt or ~~services~~equity ofsecurities ~~the Company; · legal disputes~~ or incur other ~~developments~~financial ~~relating to proprietary rights~~obligations, including ~~patents,~~stock ~~litigation~~dividends ~~matters,~~ and ~~the~~shares ~~results~~exchanged offor ~~any~~common ~~proceedings~~units orand ~~lawsuits,~~equity ~~including~~plan ~~patent~~shares/units. orIn ~~stockholder litigation; ·~~ the ~~Company’s~~event ~~dependence~~of onliquidation, ~~third~~holders ~~parties; · announcements~~ of the ~~introduction~~Company's ofdebt ~~new~~securities, ~~products~~other byloans, ~~competitors; · market conditions in the solar~~ and ~~energy~~preferred ~~sectors;~~stock ·will ~~announcements~~be ~~concerning~~entitled ~~product~~to ~~development~~receive ~~results~~distributions orfrom ~~intellectual~~its ~~property~~available ~~rights~~assets ofbefore ~~others; · future issuances of~~ common ~~stock~~stockholders. orThe ~~other~~Company ~~securities;~~is ·not ~~the~~obligated ~~addition or departure of key personnel; · failure~~ to ~~meet~~offer ~~or exceed~~ any ~~financial~~such ~~guidance~~additional ordebt ~~expectations that the Company may provide to the public; · actual~~ or ~~anticipated variations in quarterly operating results; · the Company’s failure to meet or exceed the estimates and projections of the investment community; · overall performance of the~~ equity ~~markets~~securities ~~and other factors that may be unrelated~~ to ~~the~~existing ~~operating~~stockholders ~~performance~~on ofa ~~the~~pre-emptive ~~Company~~basis. ~~or the operating performance of its competitors~~Consequently, ~~including~~any ~~changes~~issuance ~~in market valuations~~ of ~~similar~~additional ~~companies;~~common ~~· announcements of significant acquisitions~~stock, ~~strategic~~whether ~~partnerships,~~directly ~~joint ventures~~ or ~~capital~~through ~~commitments~~convertible ~~by the Company~~ or ~~its~~exchangeable ~~competitors; · issuances of debt or equity~~ securities; ·(such ~~sales~~as of common ~~stock~~units byand ~~the~~convertible ~~Company~~preferred units), warrants, or ~~its~~options, ~~stockholders~~could result in the ~~future;~~dilution ~~· trading volume~~ of ~~the~~existing common ~~stock~~stockholders' ofholdings. ~~the~~Additionally, ~~Company; · ineffectiveness of~~ the ~~internal~~perception ~~controls~~ of ~~the~~such ~~Company;~~issuances ·may ~~publication~~negatively ofimpact ~~research reports about~~ the ~~Company~~market orprice ~~the solar industry or positive or negative recommendations or withdrawal~~ of ~~research coverage by securities analysts; · general political and economic conditions; · effects of natural or man-made catastrophic events; and, · other events or factors, many of which are beyond~~ the ~~control~~Company's ofcommon ~~the Company~~stock.

~~Further,~~If the ~~equity~~Company ~~markets~~issues inconvertible ~~general~~preferred ~~have~~units ~~recently~~or ~~experienced~~any ~~extreme~~series ~~price~~or ~~and~~class ~~volume fluctuations. Continued market fluctuations could result in extreme volatility in the price~~ of ~~the~~preferred ~~common~~ stock ~~of the Company~~, ~~which~~such ~~could~~securities ~~cause~~may acarry ~~decline~~preferences inon ~~the~~distribution ~~value~~payments, ofperiodically ~~the~~or ~~common~~upon ~~stock~~liquidation. ~~Price~~These ~~volatility~~preferences ofcould ~~the~~limit ~~common~~or ~~stock~~eliminate of the Company's ~~might~~ability ~~worsen~~to ifdistribute ~~the~~to ~~trading volume of the~~ common ~~stock is low~~stockholders. The realization of any of the above risks or any of a broad range of other risks, including those described in these “Risk Factors,” could have a dramatic and material adverse impact on the market price of the common stock of the Company.

19ITEM ~~Table~~1B. ofUNRESOLVED ~~Contents~~STAFF COMMENTS

~~Future~~Not ~~issuances of debt securities and equity securities may have adverse effects on the market price of shares of the Company's common stock and could be dilutive to existing stockholders~~Applicable.

InITEM ~~the future, the Company may choose to issue debt or equity securities or incur other financial obligations, including stock dividends and shares exchanged for common units and equity plan shares/units~~2. In the event of liquidation, holders of the Company's debt securities, other loans, and preferred stock will be entitled to receive distributions from its available assets before common stockholders. The Company is not obligated to offer any such additional debt or equity securities to existing stockholders on a preemptive basis. Consequently, any issuance of additional common stock, whether directly or through convertible or exchangeable securities (such as common units and convertible preferred units), warrants, or options, could result in the dilution of existing common stockholders' holdings. Additionally, the perception of such issuances may negatively impact the market price of the Company's common stock.PROPERTIES

IfThe ~~the~~ Company ~~issues~~does ~~convertible~~not ~~preferred~~own ~~units~~ or lease any ~~series or class of preferred stock, such securities may carry preferences on distribution payments, periodically or upon liquidation~~property. ~~These preferences could limit or eliminate the Company's ability to distribute to common stockholders.~~

ITEM 1B3. ~~UNRESOLVED~~LEGAL ~~STAFF COMMENTS.~~PROCEEDINGS

~~Not Applicable~~None.

ITEM 24. ~~PROPERTIES.~~MINE SAFETY DISCLOSURES

~~The~~Not ~~Company does not own or lease any property~~Applicable.

~~ITEM~~14 3.Table ~~LEGAL~~of ~~PROCEEDINGS.~~Contents

~~None.~~PART II

~~Not~~Market ~~Applicable.~~Information

~~[Continued~~The Company’s shares trade on ~~Next~~the ~~Page]~~OTCPK under the symbol “PTOS.” The following table sets forth the high and low bid prices of common stock of the Company (USD) for the last two fiscal years and subsequent interim period, as reported by the OTC Markets Group Inc. and represents inter dealer quotations, without retail mark-up, mark-down or commission and may not be reflective of actual transactions:

20 Table of Contents

	(U.S. $)

2021	HIGH		LOW
Quarter Ended Jun 30, 2021		0.0300		0.0002
Quarter Ended September 30, 2021		0.0975		0.0001
Quarter Ended December 31, 2021		0.0799		0.0125
Quarter Ended March 31, 2022		0.0397		0.0101

2022	HIGH		LOW
Quarter Ended Jun 30, 2022		0.11875		0.01100
Quarter Ended September 30, 2022		0.06500		0.01500
Quarter Ended December 31, 2022		0.03000		0.00152
Quarter Ended March 31, 2023		0.03500		0.00610

2023	HIGH		LOW
Quarter Ended Jun 30, 2023		0.0100		0.0043
Quarter Ended September 30, 2023		0.0100		0.0280
Quarter Ended December 31, 2023		0.0077		0.0043
Quarter Ended March 31, 2024		0.0080		0.0043

~~PART II~~Holders

~~ITEM~~As 5.of ~~MARKET~~March ~~FOR~~31, ~~REGISTRANT’S~~2024, ~~COMMON~~there ~~EQUITY~~were 67,946,513 ~~RELATED~~shares ~~STOCKHOLDER~~of ~~MATTERS~~common ~~AND~~stock ~~ISSUER~~issued ~~PURCHASES~~and OFoutstanding ~~EQUITY~~and ~~SECURITIES~~approximately 80 holders of record.

~~Market Information~~Dividends

The Company’s ~~shares~~has ~~trade~~not declared or paid any cash dividends on ~~the~~its ~~OTCPK~~common ~~under~~stock during the ~~symbol~~fiscal ~~“PTOS~~years ended March 31, 2024 or 2023.~~” The~~ There ~~following~~are ~~table~~no ~~sets~~restrictions ~~forth~~on the ~~high~~common stock that limit the ability of us to pay dividends if declared by the Board of Directors and the ~~low~~loan ~~bid~~agreements ~~prices~~and general security agreements covering the Company’s assets do not limit its ability to pay dividends. The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company ~~(USD)~~is ~~for~~not ~~the~~able ~~last~~to ~~two~~pay ~~fiscal~~dividends ~~years~~if ~~and~~after ~~subsequent~~payment ~~interim~~of ~~period~~the dividends, it would be unable to pay its liabilities as ~~reported~~they bybecome due or if the ~~OTC~~value ~~Markets~~of ~~Group~~the ~~Inc.~~Company’s ~~and~~assets, ~~represents~~after ~~inter~~payment ~~dealer~~of ~~quotations~~the liabilities, ~~without~~is ~~retail~~less ~~mark-up,~~than ~~mark-down~~the oraggregate ~~commission~~of ~~and~~the ~~may~~Company’s ~~not~~liabilities beand ~~reflective~~stated capital of ~~actual~~all ~~transactions:~~classes.

	(U.S. $)
2021	HIGH		LOW
Quarter Ended Jun 30, 2021		0.0300		0.0002
Quarter Ended September 30, 2021		0.0975		0.0001
Quarter Ended December 31, 2021		0.0799		0.0125
Quarter Ended March 31, 2022		0.0397		0.0101
2022	HIGH		LOW
Quarter Ended Jun 30, 2022		0.11875		0.01100
Quarter Ended September 30, 2022		0.06500		0.01500
Quarter Ended December 31, 2022		0.03000		0.00152
Quarter Ended March 31, 2023		0.03500		0.00610
2023	HIGH		LOW
Quarter Ended Jun 30, 2022		0.01070		0.00430

Table of Contents

~~Holders~~Exchange Rates

AsThe Company is a Delaware company based in Canada. The Company maintains its books of ~~March~~account ~~31,~~in ~~2023~~Canadian ~~there~~dollars ~~were~~and ~~67,946,513~~its shares of its common stock ~~issued~~trade ~~and~~on ~~outstanding~~the OTCPK in United States of America. The Company’s common stock trades in US dollars and ~~approximately~~therefore, 80this ~~holders~~report is presented in US dollars. The following table sets forth, for the periods indicated, certain exchange rates based on the noon rate provided by the Bank of ~~record~~Canada. Such rates are the number of Canadian dollars per one (1) U.S. dollar. The high and low exchange rates for each month during the previous six months were as follows:

Dividends

	High		Low
June 2024		0.7334		0.7264
May 2024		0.7345		0.7268
April 2024		0.7405		0.7235
March 2024		0.7423		0.7357
February 2024		0.7460		0.7363
January 2024		0.7510		0.7395
December 2023		0.7573		0.7353

~~The~~ITEM ~~Company has not declared or paid any cash dividends on its common stock during the fiscal years ended March 31, 2023 or 2022~~6. ~~There~~ are no restrictions on the common stock that limit the ability of us to pay dividends if declared by the Board of Directors and the loan agreements and general security agreements covering the Company’s assets do not limit its ability to pay dividends. The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Company’s assets, after payment of the liabilities, is less than the aggregate of the Company’s liabilities and stated capital of all classes.RESERVED

21Not ~~Table of Contents~~Applicable.

~~Exchange~~ITEM ~~Rates~~7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~The~~Background ~~Company is a Delaware company based in Canada. The Company maintains its books of account in Canadian dollars~~ and its shares of its common stock trade on the OTCPK in United States of America. The Company’s common stock trades in US dollars and therefore, this report is presented in US dollars. The following table sets forth, for the periods indicated, certain exchange rates based on the noon rate provided by the Bank of Canada. Such rates are the number of Canadian dollars per one (1) U.S. dollar. The high and low exchange rates for each month during the previous six months were as follows:Overview

	High		Low
June 2023		0.7604		0.7417
May 2023		0.7488		0.7338
April 2023		0.7486		0.7339
March 2023		0.7389		0.7243
February 2023		0.7512		0.7341
January 2023		0.7511		0.7322
December 2022		0.7444		0.7306

P2 Solar, Inc., incorporated in the State of Delaware, has been in existence as a Company (including its predecessor British Columbia Corporation) since 1990. the Company’s current business operations are focused on the construction and installation of residential and commercial rooftop and ground mount solar energy systems in Canada. The Company is currently an emerging stage company.

~~ITEM~~The 6Company has limited revenues and is dependent upon financing to continue basic operations. ~~[RESERVED]~~Management intends to rely upon advances or loans from management, significant stockholders or third parties to meet the cash requirements of the Company, but the Company has not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to the Company in the future. These factors raise substantial doubt as to the ability of the Company to continue as a going concern.

~~Not~~Results ~~Applicable.~~of Operation

~~ITEM~~The 7following discussion and analysis provide information that management of the Company believes is relevant to an assessment and understanding of the results of operation and financial condition of the Company for the year ended March 31, 2024, as compared to the year ended March 31, 2023. The ~~MANAGEMENT'S~~Company’s ~~DISCUSSION~~financial ~~AND~~statements ~~ANALYSIS~~are OFstated ~~FINANCIAL~~in ~~CONDITION~~US ~~AND~~Dollars ~~RESULTS~~and OFare ~~OPERATION~~prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).

~~Background~~16 ~~and~~Table ~~Overview~~of Contents

P2Year ~~Solar~~ended March 31, ~~Inc.~~2024, ~~incorporated~~and inMarch ~~the State of Delaware~~31, has been in existence as a Company (including its predecessor British Columbia Corporation) since 1990. The Company’s current business operations are focused on the construction of solar power plants Canada. The Company is currently an emerging stage company.2023

Results of Operation

	Year Ended
	March 31,						Change			Change
	2024			2023			Amount			Percentage
Revenue	$	166,288		$	-		$	166,288			100	%
Cost of Goods Sold		99,313			-			99,313			100	%
Gross Profit		66,975			-			66,975			100	%
Operating expenses		181,917			88,487			93,429			106	%
Loss from operations		(114,942	)		(88,487	)		(26,455	)		30	%
Other expenses		(33,486	)		(89,041	)		55,556			-62	%
Net Loss	$	(148,426	)	$	(177,528	)	$	29,102			-16	%
Foreign currency adjustment		2,812			129,580			(126,788	)		-98	%
Comprehensive income (loss)		(145,614	)		(47,948	)		(97,666	)		204	%

The following discussion and analysis provide information that management of the Company believes is relevant to an assessment and understanding of the results of operation and financial condition of the Company for the twelve months ended March 31, 2023, as compared to the twelve months ended March 31, 2022. The Company’s financial statements are stated in US Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).Sales

~~Year~~During the year ended March 31, ~~2023~~2024, ~~and~~the Company had sales of $166,288 as compared to sales of $nil during the year ended March 31, 2023. The Company started to generate sales from installation of rooftop solar systems during Q1 ended June 30, 2023 upon the acquisition of Futricity in February 2023.

~~Sales~~Operating Expenses

During the ~~twelve~~year ~~months~~ ended March 31, ~~2023~~2024, the Company had ~~sales~~operating expenses of $~~nil~~181,917 as compared to ~~sales~~operating expenses of $~~nil~~88,487 during the ~~twelve~~year ~~months~~ ended March 31, ~~2022~~2023, an increase of $93,429, or approximately 106%. The increase in operating expenses was attributed to the increase in general and administration expenses and professional fees in supporting the increased business activities resulted from the acquisition of Futricity.

22Comprehensive ~~Table of Contents~~Loss

~~Operating~~The ~~Expenses~~Company had comprehensive loss of $145,614 for the year ended March 31, 2024, as compared to a loss and comprehensive loss of $47,948 for the year ended March 31, 2023, a change of $97,666 or approximately 204%. The increase in comprehensive loss for the year ended March 31, 2024 from the year ended March 31, 2023 was primarily attributable to an decrease in foreign currency gain for the year ended March 31, 2024. Actual net loss for the year ended March 31, 2024 was $148,426 as compared to net loss of $177,528 for the year ended March 31, 2023.

~~During~~Liquidity the twelve months ended March 31, 2023, the Company had operating expenses of $88,487 as compared to operating expenses of $93,214 during the twelve months ended March 31, 2022, a decrease of $4,727, or approximately 5%. The decrease in operating expenses experienced by the Company was primarily attributable to currency exchange and ~~decrease~~Capital ~~in general and administrative expenses.~~ Resources

Loss and Comprehensive Loss

Working Capital (Deficiency)

	March 31, 2024			March 31, 2023			Change Amount			hange Percentage
Current Assets	$	24,358		$	16,907		$	7,451			44	%
Current Liabilities		1,860,218			1,707,152			153,066			9	%
Working Capital (Deficiency)	$	(1,835,861	)	$	(1,690,245	)		(145,616	)		9	%

~~The~~17 ~~Company~~Table ~~had loss and comprehensive loss~~ of $47,948 for the twelve months ended March 31, 2023, as compared to a loss and comprehensive loss of $131,0476 for the twelve months ended March 31, 2022, a change of $83,099 or approximately 63%. The change in loss and comprehensive loss experienced by the Company was primarily attributable to the fact that the Company experienced an adjustment in foreign exchange of $129,580 in year ended March 31, 2023, against foreign exchange adjustment of minus $11,209 in the year ended March 31, 2022.Contents

~~Liquidity~~As of March 31, 2024, the Company’s audited balance sheet reflects total assets of $24,358, as compared to total assets of $16,907 during the fiscal year ended March 31, 2023, an increase of $7,451 or approximately 44%. The increase was primarily attributable to an increase in accounts receivable and ~~Capital~~prepaid ~~Resources~~expenses.

AsThe ofaudited ~~March~~balance ~~31,~~sheet ~~2023,~~of the Company’s ~~audited~~reflects ~~balance~~that ~~sheet~~as ~~reflects~~of March 31, 2024, it had total ~~assets~~current liabilities of $201,~~074~~860,218, as compared to total ~~assets~~current liabilities of $221,~~948~~707,152 ~~during~~at ~~the fiscal year ended~~ March 31, ~~2022~~2023, aan ~~decrease~~increase of $2153,~~874~~066 or approximately ~~12.5~~9%. The ~~decrease~~increase was primarily attributable to ~~the~~The ~~fact~~increase ~~that~~ in ~~this~~due ~~period~~to ~~the~~related ~~accounts~~parties, ~~receivable~~convertible ~~and~~notes ~~prepaid~~payable, ~~expenses~~accounts ~~decreased~~payable asand ~~compared~~accrued toliabilities ~~the~~and ~~fiscal~~accrued ~~year ended March 31, 2022~~interest.

The ~~audited~~Company ~~balance~~does ~~sheet~~not ofhave ~~the~~sufficient ~~Company~~assets ~~reflects~~or ~~that~~capital asresources ofto pay its on-going expenses beyond August 15, 2024. In the year ended March 31, 2023, itthe ~~had~~company ~~total~~raised ~~current~~$55,000 ~~liabilities~~CAD of the total of $1110,~~707,152,~~000 asCAD ~~compared~~it was allowed to ~~total~~raise ~~current~~under ~~liabilities~~the terms of the partial revocation of the cease trade order imposed by the British Columbia Securities Commission. The Company raised remainder of $155,~~662,077~~000 atCAD in the year ended March 31, ~~2022,~~2024. This anmoney ~~increase~~was ofenough ~~$45,075~~to orpay ~~approximately~~for 2all Audit and filing-related expenses until September 2023.~~7%.~~ The ~~increase~~company ~~was~~is ~~primarily~~not ~~attributable~~allowed to raise any more money until the ~~fact~~CTO ~~that~~is ~~during~~revoked. Therefore, the ~~twelve~~management ~~months~~of ~~ended~~the ~~March~~company ~~31,~~has ~~2023,~~been paying for the company expenses. The Company ~~interest~~has onfiled ~~loans~~for final revocation of ~~approximately~~the ~~$31~~cease trade order in September 2023 with the British Columbia Securities Commission. British Columbia Securities Commission is still reviewing the file. However,~~418~~ ~~and~~the company does not have the ~~rest~~funds to continue its business plan. Some money for day-to-day expenses can be ~~attributed~~expected tofrom ~~currency~~its ~~exchange~~subsidiary Futricity Solar, Inc. as that company can fund its own expenses and installations from its own cash flow.

~~The~~To ~~Company~~date, ~~does~~the ~~not~~Company ~~have~~has ~~sufficient~~primarily ~~assets~~financed ~~or capital resources to pay~~ its ~~on-going~~operations ~~expenses~~through ~~beyond~~equity ~~August~~investment 15from investors, ~~2023. The~~shareholder ~~company raised $55~~loans,~~000~~ ~~CAD~~and ofcredit ~~the~~facilities ~~total~~from ofCanadian ~~$110,000~~chartered ~~CAD~~banks itand isincreases ~~allowed~~in topayables ~~raise~~and ~~under~~share ~~the~~subscriptions. ~~terms~~Most of the ~~partial~~ ~~revocation~~financing ofhas ~~the~~been ~~cease~~debt ~~trade~~financing ~~order~~from ~~imposed~~related byand unrelated parties. Currently, the ~~British~~estimated ~~Columbia~~fixed ~~Securities~~costs ~~Commission.~~of ~~The~~the Company isare ~~confident~~approximately ~~that remainder of~~ $555,000 ~~CAD~~per ~~will~~month; bethat ~~raised~~figure inincludes ~~the~~$500 ~~next couple of months. This money is enough to pay~~ for ~~all~~general ~~Audit~~ and ~~filing-related~~administrative expenses~~. The~~, ~~Company~~$3,500 ~~intends to file~~ for ~~final~~professional ~~revocation~~fees, ~~of the cease trade order once all filings are up to date in British Columbia~~ and ~~With~~$1,000 ~~the~~for ~~SEC~~miscellaneous expenses. ~~However,~~ ~~the~~The ~~company~~Company ~~does~~will ~~not~~ have ~~the funds~~ to ~~continue~~raise ~~its~~approximately ~~business~~$5,000 ~~plan. Some~~per ~~money~~month ~~for day-~~to~~-day~~ ~~expenses~~cover ~~can~~operating ~~be expected from its subsidiary Futricity Solar~~expenses, ~~Inc.~~and asadditional ~~that~~funds ~~company~~to ~~can~~cover ~~fund~~the ~~its~~expansion ~~own~~of ~~expenses~~solar ~~and~~installation ~~installations from its own cash flow~~business.

ToThe ~~date,~~Company estimates that the ~~Company~~total ~~has~~aggregate ~~primarily~~costs ~~financed~~for ~~its~~expansion ~~operations~~for ~~through~~solar ~~equity~~installation ~~investment~~business ~~from~~will ~~investors,~~be ~~shareholder~~roughly ~~loans~~$2,000,000. The ~~and~~Company ~~credit~~anticipates ~~facilities~~that ~~from~~it ~~Canadian~~will ~~chartered~~attempt ~~banks~~to ~~and~~raise ~~increases~~money infrom ~~payables~~individual ~~and~~investors ~~share~~by ~~subscriptions~~selling convertible preferred shares. ~~Most~~Furthermore, the Company has had preliminary discussions with a number of groups regarding the financing; ~~has~~management ~~been~~is ~~debt~~hopeful ~~financing~~that ~~from~~the ~~related~~Company ~~and~~will ~~unrelated~~be ~~parties~~able to obtain financing. ~~Currently~~ However, ~~the~~none ~~estimated~~of ~~fixed~~this ~~costs~~can ofbe done until the ~~Company~~cease ~~are~~trade ~~approximately~~order ~~$5,000~~is ~~per~~revoked ~~month;~~by ~~that~~the ~~figure~~British ~~includes~~Columbia ~~$500~~securities ~~for~~Commission. ~~general~~There ~~and~~is ~~administrative~~no ~~expenses,~~guarantee ~~$3,500~~that ~~for~~it ~~professional~~will ~~fees,~~be ~~and~~successful ~~$1,000~~in ~~for~~raising ~~miscellaneous~~any ~~expenses~~additional capital. If ~~The~~management is unable to finance the Company ~~will~~by ~~have~~debt toor ~~raise~~equity ~~approximately~~financing, $5or a combination of the two,~~000~~ ~~per~~management ~~month~~will have to ~~cover~~look ~~operating~~for ~~expenses,~~other ~~and~~sources ~~additional~~of ~~funds~~funding to ~~cover~~meet the ~~expansion~~requirements of ~~solar~~the ~~installation~~Company. That ~~business~~source has not yet been identified.

23The ~~Table~~financial statements have been prepared on the going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of ~~Contents~~business. Operations to date have been primarily financed by long-term debt and equity transactions as well as increases in payables and related party loans. The future operations of the Company are dependent upon the identification and successful completion of additional long-term or permanent equity financing, the continued support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurance that it will be successful. If the Company is not successful in raising further capital it will be required to reduce operations or liquidate assets. Management of the Company will continue to evaluate the projected expenditure of the Company relative to its available cash and to seek additional means of financing in order to satisfy working capital and other cash requirements.

~~The~~Cash Company estimates that the total aggregate costs for expansion for solar installation business will be roughly $2,000,000. The Company anticipates that it will attempt to raise money from individual investors by selling convertible preferred shares. The Company is currently working on the terms of the preferred shares. Furthermore, the Company has had preliminary discussions with a number of groups regarding the financing; management is hopeful that the Company will be able to obtain financing. However, there is no guarantee that it will be successful in raising any additional capital. If management is unable to finance the Company by debt or equity financing, or a combination of the two, management will have to look for other sources of funding to meet the requirements of the Company. That source has not yet been identified. Flows

The financial statements have been prepared on the going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Operations to date have been primarily financed by long-term debt and equity transactions as well as increases in payables and related party loans. The future operations of the Company are dependent upon the identification and successful completion of additional long-term or permanent equity financing, the continued support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurance that it will be successful. If the Company is not successful in raising further capital it will be required to reduce operations or liquidate assets. Management of the Company will continue to evaluate the projected expenditure of the Company relative to its available cash and to seek additional means of financing in order to satisfy working capital and other cash requirements.

	Year Ended
	March 31,
	2024			2023
Cash used in Operating Activities	$	(27,672	)	$	(54,888	)
Cash used in Investing Activities		-			-
Cash provided by Financing Activities		19,730			22,634
Effects on changes in foreign exchange rate		511			31,690
Net changes in cash during period	$	(7,431	)	$	(564	)

~~Off~~18 ~~Balance~~Table ~~Sheet~~of ~~Arrangements~~Contents

~~The~~Operating ~~Company does not have any off-balance sheet arrangements.~~Activities

~~ITEM~~For ~~7A.~~the ~~QUANTITATIVE~~year ~~AND~~ended ~~QUALITATIVE~~March ~~DISCLOSURES~~31, ~~ABOUT~~2024, ~~MARKET~~net ~~RISK~~cash used in operating activities was $27,672 related to our net loss of $148,426, decreased by net changes in operating assets and liabilities of $120,754.

~~Not~~For ~~Applicable~~the year ended March 31, 2023, net cash used in operating activities was $54,888, related to our net loss of $177,528, decreased by net changes in operating assets and liabilities of $122,640.

Investing Activities

We did not use any funds for investing activities for the year ended March 31, 2024 and 2023.

Financing Activities

For the year ending March 31, 2024, net cash provided by financing activities was $19,730 from advancement from related parties of $67,381 and proceed from issuance of promissory notes of $63,025, offset by repayment to related parties of $56,549 and repayment of promissory notes of $54,127.

For the year ending March 31, 2023, net cash provided by financing activities was $22,634 from advancement from related parties of $16,629 and proceed from issuance of promissory notes of $25,000, offset by repayment to related parties of $18,995.

Going Concern

As reflected in the accompanying audited consolidated financial statements, the Company has an accumulated deficit of $8,110,289 and a net loss of $148,426 for the year ended March 31, 2024. These factors among others raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management believes that the current actions to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. There are no assurances that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

Related party Transactions

During the year ended March 31, 2024 and 2023, the Director and Officer of the Company advanced $67,381 and $16,629 to the Company to support operating cost and was repaid of $56,549 and $18,995, respectively.

During the year ended March 31, 2024 and 2023, the Company incurred management salary to the Director and Officer of $55,520 and $56,600, respectively. As of March 31, 2024 and March 31, 2023, the accrued management salary was $692,689 and $635,477, respectively. As of March 31, 2024 and March 31, 2023, the total amount due to the Director and Officer was $741,901 and $676,706 respectively.

As of March 31, 2024 and March 31, 2023, the amount due to another Director of the Company of $1,255 and $1,256, respectively.

The loans to the related parties are unsecured, due on demand and non-interest bearing.

Table of Contents

As of March 31, 2024 and March 31, 2023, the total amount due to related parties was $743,156 and $677,962, respectively.

Commitments and Obligations

At March 31, 2024, the Company reported notes payable totaling $553,471 with accrued interest of $293,627. All of the notes payable are non-collateralized, carry varied interest rates from 5% to 10% and are due on demand.

During the year ended March 31, 2024 and March 31, 2023, the Company incurred management salary to its Chief Executive Officer of $55,520 and $56,600, respectively. As of March 31, 2024 and March 31, 2023, the accrued management salary was $689,942 and $635,477, respectively. As of March 31, 2024 and March 31, 2023, the total amount due to the Director and Officer was $$741,901 and $676,706 respectively.

As of March 31, 2024 and March 31, 2023, the amount due to another Director of the Company was $1,255 and $1256, respectively.

The loans and amounts owing to the related parties are unsecured, due on demand and non-interest bearing.

Goodwill

The Company’s Consolidated Balance Sheet as of March 31, 2023 contained adjustment on goodwill and contingent consideration liability from the acquisition of Futricity Solar, Inc. attributable to remeasurement for the fair value of purchase price on the acquisition. During the year ended March 31, 2024, the Company performed discounted cash flow test which indicates purchase price of USD87,086 and Goodwill of USD90,254. As a result of the remeasurement, the Goodwill was restated at USD90,254 and contingent consideration liability was restated at USD87,086 in the Balance Sheet as of March 31, 2023.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Critical Accounting Policy

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to performance obligations.

Step 5: Recognize revenue when the entity satisfies a performance obligation.

The Company’s revenue derives from installation of rooftop solar systems. For the year ended March 31, 2024 and 2023, the Company recognized revenue of $166,288 and $0 and incurred cost of sales of $99,313 and $0, resulting in gross profit of $66,975 and $0, respectively.

During the year ended March 31, 2024, the Company has five customers contributed over 10% of total sales.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The consolidated financial statements of the Company required by Article 8 of Regulation S-X are attached to this report.

~~[Continued~~20 onTable ~~Next~~of ~~Page]~~Contents

24 Table of Contents

P2 SOLAR, INC.

~~AUDITED~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL YEAR ENDED MARCH 31, ~~2023~~2024 and ~~2022~~2023

		Page
Report of Independent Registered Public Accounting Firm		26
Report of Independent Registered Public Accounting Firm (PCAOB ID - 2807)		22
Balance Sheets		27
Consolidated Balance Sheets		23
Statements of Operations and Comprehensive Loss		28
Consolidated Statements of Operations and Comprehensive Loss		24
Statements of Shareholders’ Deficiency		29
Consolidated Statements of Shareholders’ Deficiency		25
Statements of Cash Flows		30
Consolidated Statements of Cash Flows		26
Notes to Financial Statements		31-38
Notes to Consolidated Financial Statements		27-34

2521 Table of Contents

~~Gries & Associates~~A-6, ~~LLCCertified~~Maharani ~~Public~~BaghNew ~~Accountants501 S~~Delhi-110065Ph. ~~Cherry~~: ~~Street~~011-41626470-71E-mail ~~Ste~~: ~~1100Denver,~~info@bansalco.comWebsite ~~Colorado~~: ~~80246~~www.bansalco.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors ~~and~~of ~~Stockholders~~P2 Solar, Inc.

P2Opinion ~~Solar,~~on ~~Inc.~~the Consolidated Financial Statements

~~Opinion~~We onhave audited the ~~Financial~~accompanying ~~Statements~~consolidated balance sheets of P2 Solar Inc. (the "Company") as of March 31, 2024, and March 31, 2022, the related consolidated statements of operations, consolidated statements of changes in stockholders’ deficit, and cash flows for the years then ended 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 consolidated financial position of the Company as of December 31, 2024, and December 31, 2023, and the results of its operations and its cash flows for the years ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of P2 Solar, Inc. (the Company), which comprise the balance sheet as of March 31, 2023 and March 31, 2022 and the related statements of Operations, Changes in Stockholder’s Equity, and Cash Flows for the years then ended, and the related notes to the financial statements. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022, respectively, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

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~~Chartered ~~accounting~~Accountants firm registered with the Public Company Accounting Oversight Board (United ~~Sates~~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 ~~audits~~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 were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we ~~were~~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 audits 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 ~~evaluation~~evaluating of 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 audits provide a reasonable basis for our opinion.

Going Concern Uncertainty

As shown in the financial statements, the Company incurred net losses of $~~117~~148,~~528~~426 and $~~119~~177,~~838~~528 during the years ended March 31, ~~2023~~2024 and March 31, ~~2022~~2023 and accumulated ~~losses~~deficit of $78,~~961~~110,~~863~~289 and $7,~~784~~961,~~335~~863, respectively. The Company’s current liabilities exceed its current assets by $1,~~690~~835,~~245~~859 and $1,~~639~~690,~~129~~245 as of March 31, ~~2023~~2024 and March 31, ~~2022~~2023, respectively. These factors create an uncertainty as to the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the success of raising additional capital through the issuance of common stock and the ability to generate sufficient operating revenue. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

~~Emphasis~~Critical ofAudit Matters~~-Risks and Uncertainties~~

~~The~~Critical ~~Company~~audit ismatters ~~not~~are ~~able~~matters toarising ~~predict~~from the ~~ultimate~~current ~~impact~~period ~~that~~audit ~~COVID~~of ~~-19~~the ~~will~~financial ~~have~~statements onthat ~~its~~were ~~business.~~communicated ~~However,~~or ifrequired to be communicated to the ~~current~~audit ~~economic~~committee ~~conditions~~and ~~continue,~~that: ~~the~~(1) ~~pandemic~~relate ~~could~~to ~~have~~accounts anor ~~adverse~~disclosures ~~impact~~that onare material to the ~~economies~~financial statements and ~~financial~~(2) ~~markets~~involved ofour ~~many~~especially ~~countries~~challenging, ~~including~~subjective, ~~the~~or ~~geographical~~complex ~~area~~judgments. inWe ~~which~~determined ~~the~~that ~~Company~~there ~~plans~~are tono ~~operate.~~critical audit matters.

/s/ ~~Gries~~Surinder &K. ~~Associates~~Bansal ~~LLC~~M. ~~We have served as the Company’s auditor since 2023~~No. ~~Denver, ColoradoJune 29, 2023PCAOB# 6778~~014301

26We ~~Table~~have ofserved ~~Contents~~as the Company's auditor since 2024.

Bansal & Co. LLP,

New Delhi, India

Date: July 16^th, 2024

Place: New Delhi

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P2 SOLAR, INC.

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, ~~2023~~2024 AND MARCH 31, ~~2022~~2023

	March 31, 2023			March 31, 2022
	March 31, 2024			March 31, 2023
ASSETS				(Restated)
Current Assets
Cash	$	~~7,644~~213		$	87,~~208~~644
Other receivable		9,263			10,940
Accounts receivable		11,855			-
Prepaid expense		-			3,800
Other receivable		8,390			9,263
Total Current Assets		16,907			22,948
Prepaid expense		3,900			-
Goodwill		3,168			-
Total Current Assets		24,358			16,907
TOTAL ASSETS	$	20,074		$	22,948
Goodwill		90,254			90,254
TOTAL ASSETS	$	114,612		$	107,161
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	~~219~~269,~~896~~963		$	~~225~~219,~~243~~896
Accrued interest		~~264~~293,~~482~~627			~~233~~264,~~064~~482
Promissory notes payable		~~544~~472,~~812~~290			~~529~~526,~~344~~339
Due to related parties		677,962			674,426
Convertible notes payable		81,181			18,473
Total Current Liabilities		1,707,152			1,662,077
Due to related parties		743,156			677,962
Total Liabilities		1,707,152			1,662,077
Total Current Liabilities		1,860,217			1,707,152
Contingent consideration liability		87,086			87,086
Total Liabilities		1,947,303			1,794,238
Stockholders’ Deficit
Common stock, $0.001 par value; 500,000,000 shares authorized, 67,946,513 shares issued and outstanding		67,947			67,947
Additional paid-in capital		6,542,783			6,542,783
Accumulated deficit		(78,~~961~~110,~~863~~289	)		(7,~~784~~961,~~335~~863	)
Accumulated other comprehensive income (loss)		(335,944	)		(465,524	)
Accumulated other comprehensive loss		(333,132	)		(335,944	)
Total Stockholders’ Deficit		(1,~~687~~832,~~078~~691	)		(1,~~639~~687,~~129~~077	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	20114,~~074~~612		$	22107,~~948~~161

The accompanying notes are an integral part of these audited consolidated financial statements.

2723 Table of Contents

P2 SOLAR INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE ~~YEAR~~YEARS ENDED MARCH 31, ~~2023~~2024 AND ~~2022~~MARCH 31, 2023

	Year Ended
	March 31,
	2023			2022
	2024			2023
REVENUE	$	-166,288		$	-
Cost of revenue		99,313			-
Gross Profit		66,975			-
OPERATING EXPENSES
General and Administrative expenses	$	141,~~736~~540		$	31,~~817~~736
Professional fees		3084,~~151~~856			2930,~~663~~151
Management salaries- related party		5655,~~600~~520			5956,~~734~~600
Total Operating Expenses		88181,~~487~~917			9388,~~214~~487
OPERATING LOSS		(88114,~~487~~942	)		(9388,~~214~~487	)
OTHER INCOME (EXPENSES)
Interest expense		(32,~~237~~911	)		(3032,~~716~~237	)
Foreign exchange income		(56,805	)		4,092
Foreign exchange loss		(1,214	)		(56,804	)
Total Other Expenses		(89,041	)		(26,624	)
Other income		640			-
Total Other Expenses		(33,486	)		(89,041	)
Provision for income taxes		-			-
NET LOSS	$	(~~177~~148,~~528~~426	)	$	(~~119~~177,~~838~~528	)
COMPREHENSIVE LOSS
Net loss		(~~177~~148,~~528~~426	)		(~~119~~177,~~838~~528	)
Foreign currency adjustment		~~129~~2,~~580~~812			~~(11~~129,~~209~~580	)
Total comprehensive loss	$	(47145,~~948~~614	)	$	(~~131~~47,~~047~~948	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		67,946,513			67,946,513

The accompanying notes are an integral part of these audited consolidated financial statements.

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P2 SOLAR, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE ~~YEAR~~YEARS ~~ENEDED~~ENDED MARCH 31, ~~2023~~2024 AND ~~2022~~MARCH 31, 2023

													Accumulated
	Common Stock				Additional					Accumulated Other			Total
	Common Stock				Additional								Other			Total
	Number of Shares		Amount		Paid-InCapital		AccumulatedDeficit			ComprehensiveLoss			Stockholders'Deficit
	Number of Shares		Amount		Paid-In Capital		StockPayable			AccumulatedDeficit			ComprehensiveLoss			Stockholders' Deficit
Balance - March 31, 2022		67,946,513	$	67,947	$	6,542,783	$	(7,784,335	)	$	(465,524	)	$	(1,639,129	)
Balance - March 31, 2021		67,946,513	$	67,947	$	6,542,783	$	23,897		$	(7,664,497	)	$	(454,315	)	$	(1,484,186	)
Foreign exchange translation adjustment		-		-		-		-			129,580			129,580
Cancellation of stock subscriptions		-		-		-		(23,897	)		-			-			(23,897	)
Net loss		-		-		-		(177,528	)		-			(177,528	)
Foreign exchange translation adjustment		-		-		-		-			-			(11,209	)		(11,209	)
Balance - March 31, 2023		67,946,513	$	67,947	$	6,542,783	$	(7,961,863	)	$	(335,944	)	$	(1,687,077	)
Net loss		-		-		-		-			(119,838	)		-			(119,838	)
Foreign exchange translation adjustment		-		-		-		-			2,812			2,812
Balance - March 31, 2022		67,946,513	$	67,947	$	6,542,783	$	-		$	(7,784,335	)	$	(465,524	)	$	(1,639,129	)
Net loss		-		-		-		(148,426	)		-			(148,426	)
Foreign exchange translation adjustment		-		-		-		-			-			129,580			129,580
Balance - March 31, 2024		67,946,513	$	67,947	$	6,542,783	$	(8,110,289	)	$	(333,132	)	$	(1,832,691	)
Net loss		-		-		-		-			(177,528	)		-			(177,528	)
Balance - March 31, 2023		67,946,513	$	67,947	$	6,542,783	$	-		$	(7,961,863	)	$	(335,944	)	$	(1,687,078	)

The accompanying notes are an integral part of these audited consolidated financial statements.

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P2 SOLAR INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~YEAR~~YEARS ~~ENEDED~~ENDED MARCH 31, ~~2023~~2024 AND ~~2022~~MARCH 31, 2023

	Year Ended
	March 31,
	2023			2022
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~177~~148,~~528~~426	)	$	(~~119~~177,~~837~~528	)
Changes in operating liabilities:
Changes in operating assets and liabilities:
Other receivable		(141	)		(25	)
Accounts receivable		(11,910	)		-
Prepaid expense		3,589			(3,788	)
Other receivable		865			(141	)
Bank indebtedness		-			(20	)
Prepaid expense		(3,918	)		3,589
Accounts payable and accrued liabilities		1250,~~185~~582			1012,~~358~~185
Accrued interest		5029,~~407~~614			2950,~~442~~407
Management salary payable		5655,~~600~~521			5956,~~734~~600
Net cash provided by (used in) operating activities		(54,888	)		(24,136	)
Net cash used in operating activities		(27,672	)		(54,888	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advancement from related party		16,629			20,837
Advancement from related parties		67,381			16,629
Repayment to related party		(18,995	)		(24,517	)
Repayment to related parties		(56,549	)		(18,995	)
Proceeds from issuance of promissory notes		25,000			49,000
Repayment of promissory notes		(54,127	)		-
Net cash provided by financing activities		22,634			45,320
Proceeds from issuance of promissory notes		-			25,000
Effect of exchange rate changes on cash		31,690			(12,976	)
Proceed from issuance of convertible notes		63,025			-
Net change in cash and cash equivalents		(565	)		8,208
Net cash provided by financing activities		19,730			22,634
Cash and cash equivalents - beginning of period		8,208			-
Effect of exchange rate changes on cash		511			31,690
Cash and cash equivalents - end of period	$	7,644		$	8,208
Net change in cash and cash equivalents		(7,431	)		(564	)
Cash and cash equivalents - beginning of period		7,644			8,208
Cash and cash equivalents - end of period	$	213		$	7,644
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-3,799		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activity:
Goodwill generated from acquisition of subsidiary	$	~~3,168~~-		$	-90,254
Cancellation of stock subscriptions	$	-		$	23,897

The accompanying notes are an integral part of these audited consolidated financial statements.

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P2 SOLAR, INC.

NOTES TO CONSOLIDATED ~~AUDITED~~ FINANCIAL STATEMENTS

MARCH 31, ~~2023,~~2024 AND ~~MARCH~~MACH 31, ~~2022~~2023

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was incorporated as Spectrum Trading Inc. under the laws of the Province of British Columbia, Canada, on November 21, 1990. On May 14, 1999, the Company was discontinued in British Columbia and was reincorporated as Spectrum International Inc. in the State of Delaware, U.S.A. Effective September 3, 2004, the Company changed its name from Spectrum International Inc. to Natco International Inc. On March 11, 2009, the Company changed its name from Natco International Inc. to P2 Solar, Inc. The Company’s current business operations are focused on the construction of rooftop solar systems residential and commercial buildings in British Columbia, Canada.

On February 22, 2023, the Company ~~has~~ acquired all outstanding shares of Futricity Solar, Inc., a corporation specializing in solar system installing which is owned by the Director and Officer of the Company. Futricity Solar Inc. has become a wholly owned subsidiary of the Company.

On November 24, 2022, British Columbia Securities Commission (BCSC) issued a “Partial Revocation Order” of the “Cease Trade Order” (CTO) that was issued on March 6, 2015, on all securities trading of the Company. Under the Partial Revocation Order, the Company will be allowed to complete a private placement in the province of British Columbia (the Private Placement) of up to $110,000 by way of the issuance of debt securities that are convertible into common shares at $0.03 per share. The Company reasonably believes that the proceeds raised will be sufficient to bring its continuous disclosure obligations up to date and pay all related outstanding fees and provide it with sufficient working capital to continue its business. Once all filings are up to date, the Company intends to apply to have the BC CTO fully revoked.

NOTE 2 - GOING CONCERN UNCERTAINTY

As reflected in the accompanying audited consolidated financial statements, the Company has an accumulated deficit of $78,~~961~~110,~~863~~289 and a net loss of $~~177~~148,~~528~~426 for the year ended March 31, ~~2023~~2024. These factors among others raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a March 31 fiscal year end.

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Futricity Solar, Inc. All material intercompany balances and transactions have been eliminated.

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Foreign Currency Translations

The Company’s reporting currency is U.S. (USD) dollar and functional currency for the Company and its wholly owned subsidiary is Canadian dollar (CAD). All transactions initiated CAD are translated into U.S. dollars in accordance with ASC 830-30, “Translation of Financial Statements,” as follows:

	1)	Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.

	2)	Equity at historical rates.

	3)	Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. Gains and losses from foreign currency transactions are included in earnings in the period of settlement.

	Year Ended		Year Ended
	March 31,		March 31,
	2023		2022
	2024		2023
Spot USD: CAD exchange rate		1.~~3533~~3550		1.~~2496~~3533
Average USD: CAD exchange rate		1.~~3230~~3487		1.~~2536~~3230

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. As of March 31, ~~2023,~~2024 and March 31, ~~2022~~2023, the Company had cash of $~~7,644~~213 and $87,~~208~~644, respectively, and had no cash equivalents.

Accounts Receivable

Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.

As of March 31, 2024 and March 31, 2023, the Company had accounts receivable of $11,855 and $0, respectively.

As of March 31, 2024, the Company has three customers contributed over 10% of the accounts receivable.

Other Receivable

Other receivable relates to Goods and services tax (GST) recoverable of $98,~~263~~390 and $109,~~940~~263 as of March 31, ~~2023,~~2024 and March 31, ~~2022~~2023, respectively.

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Prepaid Expense

Prepaid expense relates to legal retainer made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year. As of March 31, 2024 and March 31, 2023, prepaid expense was $3,900 and $0, respectively.

Accounts Payable

Accounts Payable comprised of trade payable to vendors of $~~219~~269,~~896~~964 and $~~225~~219,~~243~~896 as of March 31, ~~2023,~~2024 and March 31, ~~2022~~2023, respectively.

Related Parties

We follow ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions. (~~See~~see Note 6)

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Fair Value of Financial Instruments

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including accounts payable and accrued liabilities. are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long- term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 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 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. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 -	quoted prices in active markets for identical assets or liabilities

Level 2 -	quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 -	inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Convertible Financial Instruments

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP.

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When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On April 1, 2021, the Company chose to early adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance.

Impairment of tangible and intangible assets

Tangible and intangible assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. The asset's recoverable amount is the higher of an assets or cash-generating unit's fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of assets.

Goodwill

We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.

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The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit.

On February 22, 2023, the Company acquired all outstanding shares of Futricity Solar, Inc., which generated goodwill of $390,~~168~~ 254 (~~CAD4~~CAD 122,~~287~~138). The Company has accounted for the transaction in accordance with ASC 805 “Business Combinations.” (see Note 4)

Based on the Company’s analysis of goodwill as of March 31, ~~2023~~2024, no indicators of impairment exist. No impairment loss on goodwill was recognized for the year ended March 31, ~~2023~~2024.

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to performance obligations.

Step 5: Recognize revenue when the entity satisfies a performance obligation.

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During the year ended March 31, 2024, the Company has five customers contributed over 10% of total sales.

Net Income (Loss) per Share

The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company. For the year ended March 31, ~~2023~~2024, convertible notes were potentially dilutive instruments and ~~2022,~~were not included in the ~~Company~~calculation ~~did~~of ~~not~~diluted ~~have~~loss ~~any~~per ~~dilutive~~share ~~instruments~~as their effect would be antidilutive.

Income Taxes

March 31,

2024

(Shares)

Convertible Notes

3,666,667

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company utilizes the Financial Accounting Standards Board’s Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740 for Income Taxes clarifies the accounting for uncertainty in income taxes by prescribing rules for recognition, measurement and classification in financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement classification and disclosure. The Company’s policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest or penalties requiring accrual at March 31, 2023 and 2022. (see Note 8).

Recently Issued Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We adopted the new standard effective April 1, 2021 and there was no material impact on the Company’s financial statements.

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

3431 Table of Contents

NOTE 4 - ACQUISITIONS

On February 22, 2023, the Company ~~has~~ acquired all outstanding shares of Futricity Solar, Inc., a corporation specializing in solar system ~~installing~~installation which is owned by the Director and Officer of the Company. Futricity Solar Inc. has become a wholly owned subsidiary of the Company. The purchase price is equal to 25% of future Operating Income of Futricity Solar, Inc. for the next five years calculated annually to be paid in cash annually for the next five years, payable on April 30th every year starting in 2024 with the last payment to be due on April 30, 2028.

The following table summarizes the fair value of the consideration paid by the Company:

Total Purchase Price	$	-87,086
Bank		6
Total identifiable assets		6
Shareholder Loan		(2,196	)
GST Payable		(~~977~~978	)
Total identifiable liabilities		(3,~~173~~174	)
Net assets (liabilities)		(3,168	)
Goodwill	$	390,~~168~~254

NOTE 5 - PROMISSORY NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

AsPromissory ~~of March 31, 2023 and March 31, 2022, the promissory notes payable to non-affiliates are summarized as follows:~~Notes

Note	Expiry Date			Interest Rate
Promissory Note - September 2011	Due on demand	47,090	47,090	5% per annum
Promissory Note - October 2013	Due on demand	25,000	25,000	7% per annum
Promissory Note - November 2013	Due on demand	80,000	80,000	7% per annum
Promissory Note - November 2013	Due on demand	30,000	30,000	10% per annum
Promissory Note - December 2013	Due on demand	30,000	30,000	7% per annum
Promissory Note - January 2014	Due on demand	10,000	10,000	10% per annum
Promissory Note - February 2014	Due on demand	10,000	10,000	10% per annum
Promissory Note - March 2014	Due on demand	10,000	10,000	10% per annum
Promissory Note - May 2014	Due on demand	5,000	5,000	10% per annum
Promissory Note - July 2014	Due on demand	10,200	10,200	5% per annum
Promissory Note - September 2014	Due on demand	15,000	15,000	5% per annum
Promissory Note - September 2015	Due on demand	200,000	200,000	5% per annum
Promissory Note - January 2018	Due on demand	17,841	17,841	non-interest bearing
Promissory Note - June 2021	Due on demand	3,695	4,001	5% per annum
Promissory Note - August 2021	Due on demand	22,168	24,008	5% per annum
Promissory Note - August 2021	Due on demand	7,389	8,003	5% per annum
Promissory Note - November 2021	Due on demand	2,956	3,201	5% per annum
Promissory Note - December 2022	Due on demand	7,389	-	5% per annum
Promissory Note - February 2023	Due on demand	11,084	-	5% per annum
		544,812	529,344
Less: non-current portion of promissory note payable		-	-
Current portion of promissory note payable		544,812	529,344

As of March 31, 2024 and March 31, 2023, the promissory notes payable to non-affiliates are summarized as follows:

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		March 31,		March 31,
Note	Expiry Date	2024		2023
Promissory Note - September 2011	Due on demand	$	47,090	$	47,090
Promissory Note - October 2013	Due on demand		25,000		25,000
Promissory Note - November 2013	Due on demand		80,000		80,000
Promissory Note - November 2013	Due on demand		30,000		30,000
Promissory Note - December 2013	Due on demand		30,000		30,000
Promissory Note - January 2014	Due on demand		10,000		10,000
Promissory Note - February 2014	Due on demand		10,000		10,000
Promissory Note - March 2014	Due on demand		10,000		10,000
Promissory Note - May 2014	Due on demand		5,000		5,000
Promissory Note - July 2014	Due on demand		10,200		10,200
Promissory Note - September 2014	Due on demand		15,000		15,000
Promissory Note - September 2015	Due on demand		200,000		200,000
Promissory Note - January 2018	Due on demand		-		17,841
Promissory Note - June 2021	Due on demand		-		3,695
Promissory Note - August 2021	Due on demand		-		22,168
Promissory Note - August 2021	Due on demand		-		7,389
Promissory Note - November 2021	Due on demand		-		2,956
			472,290		526,339
Less: non-current portion of promissory note payable			-		-
Current portion of promissory note payable		$	472,290	$	526,339

~~During~~32 ~~the~~Table ~~year ended March 31, 2023, the Company issued promissory notes to non-affiliates totalling USD 20,000 (CAD25,000). The promissory notes are due on demand and bear interest rate~~ of ~~5% per annum.~~Contents

During the year ended March 31, ~~2023~~2024, ~~and 2022,~~ the Company ~~incurred~~repaid ~~interest~~in ~~expense~~full onthe promissory ~~notes~~note ofpayable ~~$32,237~~to ~~and~~Azariah ~~$30,716,~~Zemarium ~~respectively.~~in ~~As of March 31, 2023, and March 31, 2022,~~ the ~~accrued~~amount ~~interest~~of ~~on the promissory notes was~~ $~~264~~17,~~482~~796 ~~and $233~~(CAD24,~~064, respectively~~000).

During the year ended March 31, 2024, the Company repaid promissory notes of $36,331 (CAD 49,000).

Convertible Notes

As of March 31, 2024 and March 31, 2023, the convertible notes payable to non-affiliates are summarized as follows:

		March 31,		March 31,
Note	Expiry Date	2024		2023
Convertible Note - December 2022	Due on demand	$	7,561	$	7,389
Convertible Note - February 2023	Due on demand		11,341		11,084
Convertible Note - June 2023	Due on demand		22,683		-
Convertible Note - August 2023	Due on demand		15,122		-
convertible Note - September 2023	Due on demand		26,463		-
			83,170		18,473
Less: non-current portion of convertible note payable			-		-
Current portion of convertible note payable		$	83,170	$	18,473

During the year ended March 31, 2024, the Company issued convertible notes to non-affiliates totaling $62,731 (CAD85,000). The convertible notes are due on demand, bear interest rate of 5% per annum and are convertible into common stock at CAD0.03 per share.

During the year ended March 31, 2024 and 2023, the Company incurred interest expense on promissory notes and convertible notes of $32,911 and $32,237, respectively. During the year ended March 31, 2024, the Company repaid accrued interest of $3,799 (CAD5,124). As of March 31, 2024 and March 31, 2023, the accrued interest on the promissory notes and convertible notes was $293,627 and $264,482, respectively.

NOTE 6- RELATED PARTY TRANSACTIONS

During the year ended March 31, ~~2023,~~2024 and ~~March 31~~2023, ~~2022,~~ the Director and Officer of the Company advanced $1867,~~876~~381 and $2016,~~837~~629 to the Company to support operating cost and was repaid of $~~18,994 and $24,517, respectively. During the year ended March 31, 2023, and March 31, 2022, the Company incurred management salary to the Director and Officer of $~~56,~~600~~549 and $5918,~~734~~995, respectively. As of March 31, 2023, and March 31, 2022, the accrued management salary was $635,477 and $628,290, respectively. As of March 31, 2023, and March 31, 2022, the total amount due to the Director and Officer was $676,706 and $673,066 respectively.

During the year ended March 31, 2024 and 2023, the Company incurred management salary to the Director and Officer of $55,520 and $56,600, respectively. As of March 31, 2024 and March 31, 2023, the accrued management salary was $692,689 and $635,477, respectively. As of March 31, ~~2022~~2024 and March 31, 2023, the total amount due to ~~another~~the Director ofand ~~the~~Officer ~~Company~~was of $1741,~~256~~901 and $1676,~~360,~~706 respectively.

As of March 31, 2024 and March 31, 2023, the amount due to another Director of the Company of $1,255 and $1,256, respectively.

The loans to the related parties are unsecured, due on demand and non-interest bearing.

As of March 31, ~~2023,~~2024 and March 31, ~~2022~~2023, the total amount due to related parties was $~~677~~743,~~962~~156 and $~~674~~677,~~426~~962, respectively.

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NOTE 7 - EQUITY

Authorized Stock

The Company has authorized 500,000,000 common voting shares with a par value of $0.001 per share. The Company has authorized 5,000,000 shares of preferred stock with a par value of $0.001 per share. The holders of preferred stock have no rights except as determined by the Board of Directors of the Company and/or provided by Delaware General Corporate Law.

Common Stock

As of March 31, ~~2023,~~2024 and March 31, ~~2022~~2023, the issued and outstanding common stock was 67,946,513 shares.

~~Share~~NOTE ~~Subscription~~8 – INCOME TAX

During the year ended March 31, 2022, the Company cancelled 2,000,000 shares of common stock $23,897.

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NOTE 8 - INCOME TAX

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:

	For the year ended			For the year ended
	March 31,2023			March 31, 2022
	March 31,2024			March 31,2023
Net Loss	$	(~~177~~148,~~528~~426	)	$	(~~119~~177,~~838~~528	)
Statutory income tax rate		26	%		26	%
Expected income tax recovery		(4638,~~157~~591	)		(3146,~~158~~157	)
Change in valuation allowance		4638,~~157~~591			3146,~~158~~157
Tax recovery for the period	$	-		$	-

Deferred Tax Assets are attributable to the following:

	As of March 31, 2023		As of March 31, 2022
	As of March 31,2024		As of March 31,2023
Non-capital loss carry-forwards	$	2,~~070~~108,~~084~~675	$	2,~~023~~070,~~927~~084

As of March 31, ~~2023~~2024, the Company’s Canadian non-capital losses will be expired in 2033 if not utilized.

~~NOTE 9 - RISKS AND UNCERTAINTIES~~34

InNOTE ~~early~~9 ~~2020,~~– ~~the~~RESTATEMENT ~~World~~OF ~~Health~~FINANCIAL Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at March 31, 2023. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these financial statements. These estimates may change, as new events occur and additional information is obtained.STATEMENTS

37The ~~Table~~Company’s Consolidated Balance Sheet as of ~~Contents~~March 31, 2023 contained adjustment on goodwill and contingent consideration liability from the acquisition of Futricity Solar, Inc. attributable to remeasurement for the fair value of purchase price on the acquisition.

	Originally
	Reported			Reclassification		As Restated
ASSETS
Current Assets
Cash	$	7,644		$	-	$	7,644
Accounts receivable		-					-
Other receivable		9,263			-		9,263
Total Current Assets		16,907			-		16,907

Goodwill		3,168			87,086		90,254
TOTAL ASSETS	$	20,075		$	87,086	$	107,161

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	219,896			-		219,896
Accrued interest		264,482			-		264,482
Promissory notes payable		526,339			-		526,339
Convertible notes payable		18,473			-		18,473
Due to related parties		677,962			-		677,962
Total Current Liabilities		1,707,152			-		1,707,152

Contingent Consideration Liability		-			87,086		87,086

Total Liabilities		1,707,152			87,086		1,794,238

Stockholders’ Deficit
Common stock, $0.001 par value; 500,000,000 shares authorized,
67,946,513 shares issued and outstanding		67,947			-		67,947
Additional paid-in capital		6,542,783			-		6,542,783
Accumulated deficit		(7,961,863	)		-		(7,961,863	)
Accumulated other comprehensive loss		(335,944	)		-		(335,944	)
Total Stockholders’ Deficit		(1,687,077	)		-		(1,687,077	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	20,075		$	87,086	$	107,161

NOTE 10 - SUBSEQUENT EVENTS

InSubsequent ~~accordance~~to ~~with~~March ~~ASC~~31, ~~855~~2024, ~~“Subsequent~~and ~~Events,”~~through the ~~Company~~date ~~has~~that ~~analysed~~these ~~its~~financials ~~operations~~were ~~subsequent~~issued, tothe ~~March~~Company ~~31,~~had ~~2023,~~the toManagement has evaluated subsequent events through the date these financial statements were issued. ~~and~~Based ~~has~~on ~~determined~~our ~~the~~evaluation, ~~following~~no ~~subsequent~~ events: have occurred that require disclosure.

AtThere ~~the~~have ~~time~~been ofno ~~the~~significant ~~Company’s~~subsequent ~~acquisition of Futricity Solar, Inc~~events. (Futricity) on February 22, 2023, Futricity had $102,988.80 worth of orders to install rooftop solar systems. Since March 31, 2023, the Company has received deposits of $28,694 for the installation of four solar systems totalling 60 KW in size.

~~Futricity~~35 ~~has~~Table ~~completed~~of ~~the permitting along with all other relevant approvals and has started to install the systems.~~Contents

~~Futricity~~ITEM ~~has~~9. ~~also~~CHANGES ~~signed~~IN ~~five~~AND ~~more~~DISAGREEMENTS ~~contracts~~WITH toACCOUNTANTS ~~install~~ON ~~solar~~ACCOUNTING ~~systems~~AND ~~totalling~~FINANCIAL ~~65KW for the expected revenue of $143,324.~~DISCLOSURE

OnThe ~~June 15, 2023, the~~ Company ~~paid~~has ~~out~~had inno ~~full~~disagreements ~~the~~with ~~Promissory~~its ~~Note~~accountants ~~payable~~required to ~~Azariah~~be ~~Zemarium~~disclosed inpursuant ~~the~~to ~~amount~~Item 304 of ~~US$17,841.~~Regulation S-K.

38In ~~Table~~June 2024 the Company changed auditors. Bansal & Co, LLP of ~~Contents~~New Delhi, India was appointed on June 3, 2023, as the new auditors for the Company.

ITEM 99A. ~~CHANGES~~CONTROLS IN AND ~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~PROCEDURES

~~The~~Management’s ~~Company~~Annual ~~has~~Report ~~had~~on noControls ~~disagreements~~and ~~with its accountants required to be disclosed pursuant to Item 304 of Regulation S-K.~~ Procedures

InManagement, ~~June~~including ~~2023~~the principal executive officer and principal financial officer of the Company, ~~changed~~has ~~auditors~~carried out an evaluation of the effectiveness of the disclosure controls and procedures of the Company (as defined in the Securities Exchange Act of 1934 (“Exchange Act”) Rules 13a-15(e) and 15d-15(e)). ~~Gries~~ &Based ~~Associates~~upon that evaluation, ~~LLC~~and due to a lack of ~~Denver,~~segregation ~~Colorado~~of ~~was~~duties ~~appointed~~and onlack ~~June~~of 2management override of controls, ~~2023~~management has concluded that, asduring the ~~new~~period ~~auditors~~covered ~~for~~in this annual report, such internal controls and procedures were not effective at ensuring that information required to be disclosed in reports filed pursuant to the ~~Company~~Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

~~ITEM~~Management, 9Aincluding the principal executive officer and principal financial officer of the Company, does not expect that internal controls and procedures will prevent all error or fraud. ~~CONTROLS~~A ~~AND~~control ~~PROCEDURES~~system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are satisfied. Also, the design of a control system is subject to the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitation in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Management of the Company has performed additional analysis and other procedures in an effort to ensure the financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects the financial condition, results of operations and cash flows for the periods presented of the Company.

Management’s Annual Report on ~~Controls~~Internal ~~and~~Control ~~Procedures~~Over Financial Reporting

Management, including the principal executive officer and principal financial officer of the Company, ~~has~~is ~~carried~~responsible ~~out~~for anestablishing ~~evaluation~~and ofmaintaining ~~the~~adequate ~~effectiveness~~internal ofcontrol ~~the~~over ~~disclosure~~financial ~~controls~~reporting, ~~and~~as ~~procedures~~such ofterm ~~the~~is ~~Company (as~~ defined in ~~the Securities~~ Exchange Act ~~of 1934 (“Exchange Act”)~~ Rules 13a-15(ef) and 15d-15(ef)). ~~Based~~ ~~upon~~Internal ~~that~~control ~~evaluation,~~over ~~and~~financial ~~due~~reporting tois a ~~lack~~process ofdesigned ~~segregation~~by, ofor ~~duties~~under ~~and~~the ~~lack~~supervision of, ~~management~~the ~~override~~principal ofexecutive ~~controls,~~officer ~~management~~and ~~has~~principal ~~concluded~~financial ~~that,~~officer ~~during~~of the ~~period~~Company ~~covered~~and ineffected ~~this~~by ~~annual~~the ~~report,~~Board ~~such~~of ~~internal~~Directors ~~controls~~of ~~and~~the ~~procedures~~Company, ~~were~~management ~~not~~and ~~effective~~other atpersonnel, ~~ensuring that information required~~ to beprovide ~~disclosed~~reasonable inassurance ~~reports~~regarding ~~filed pursuant to~~ the ~~Exchange~~reliability ~~Act~~of isfinancial ~~recorded,~~reporting ~~processed, summarized~~ and ~~reported within~~ the ~~required~~preparation ~~time~~of ~~periods~~financial ~~and~~statements isfor ~~accumulated~~external ~~and~~purposes ~~communicated~~in toaccordance ~~management~~with asgenerally ~~appropriate~~accepted toaccounting ~~allow timely decisions regarding required disclosure~~principles.

~~Management,~~Internal ~~including~~control ~~the~~over ~~principal executive officer and principal~~ financial ~~officer~~reporting ofincludes ~~the~~those ~~Company,~~policies ~~does not expect that internal controls~~ and procedures ~~will~~that ~~prevent~~(1) ~~all~~pertain ~~error~~to orthe ~~fraud. A~~maintenance ~~control~~of ~~system,~~records ~~no matter how well conceived and operated~~that, ~~can~~in ~~provide only~~ reasonable, ~~not absolute~~detail, ~~assurance~~accurately ~~that~~and ~~the~~fairly ~~objectives~~specify of the ~~control~~transactions ~~system~~and ~~are~~dispositions ~~satisfied. Also,~~of ~~the~~assets ~~design~~ of athe ~~control~~Company; ~~system~~(2) isprovide ~~subject~~reasonable toassurance ~~the fact~~ that ~~there~~transactions are ~~resource~~recorded ~~constraints,~~as ~~and~~necessary ~~the benefits of controls must be considered relative~~ to ~~their~~permit ~~costs. Due~~preparation toof ~~the~~financial ~~inherent~~statements ~~limitation~~ in ~~all~~accordance ~~control~~with ~~systems,~~generally noaccepted ~~evaluation~~accounting ofprinciples, ~~controls~~and ~~can provide absolute assurance~~ that ~~all~~receipts ~~control issues~~ and ~~instances~~expenditures of ~~fraud, if any, have been detected. Management of~~ the Company ~~has~~are ~~performed~~being ~~additional~~made ~~analysis~~only ~~and other procedures~~ in anaccordance ~~effort~~with toauthorizations ~~ensure~~of ~~the~~management ~~financial~~and ~~statements~~directors; ~~included~~and in(3) ~~this~~provide ~~annual~~reasonable ~~report~~assurance ~~have~~regarding ~~been~~prevention ~~prepared~~or intimely ~~accordance~~detection ~~with~~of ~~generally~~unauthorized ~~accepted~~acquisition, ~~accounting principles. Accordingly~~use, ~~management~~or ~~believes~~disposition ~~that~~of ~~the~~assets ~~financial~~of ~~statements~~the ~~included~~Company inthat ~~this~~could ~~report~~have ~~fairly~~a ~~present in all~~ material ~~respects~~effect on the financial ~~condition,~~statements ~~results~~ of ~~operations and cash flows for~~ the ~~periods presented of the~~ Company.

~~Management’s~~Because ~~Annual~~of ~~Report~~its oninherent ~~Internal~~limitations, ~~Control~~internal ~~Over~~control ~~Financial~~over ~~Reporting~~financial reporting may not prevent or detect misstatements. Forward looking statements regarding the effectiveness of internal controls during future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

~~Management,~~36 ~~including~~Table ~~the principal executive officer and principal financial officer~~ of the Company, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed by, or under the supervision of, the principal executive officer and principal financial officer of the Company and effected by the Board of Directors of the Company, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.Contents

~~Internal~~As ~~control~~required ~~over~~by ~~financial~~Rule ~~reporting includes those policies and procedures that~~ 13a-15(1c) ~~pertain~~promulgated pursuant to the ~~maintenance~~Exchange ~~of records that~~Act, inmanagement ~~reasonable~~of ~~detail~~the Company, ~~accurately~~including ~~and~~the ~~fairly~~principal ~~specify~~executive ~~the~~officer ~~transactions~~ and ~~dispositions~~principal offinancial ~~assets~~officer of the Company;, ~~(2)~~evaluated ~~provide~~the ~~reasonable~~effectiveness ~~assurance~~of ~~that~~the ~~transactions~~internal ~~are~~control ~~recorded~~over asfinancial ~~necessary~~reporting toof ~~permit~~the ~~preparation~~Company ofas ~~financial~~March ~~statements~~31, in2024. Management’s ~~accordance~~assessment ~~with~~was ~~generally~~based ~~accepted~~on ~~accounting~~criteria ~~principles,~~set ~~and~~forth ~~that~~by ~~receipts~~the ~~and~~Committee ~~expenditures~~of Sponsoring Organizations of the ~~Company~~Treadway ~~are~~Commission ~~being~~in ~~made~~Internal ~~only~~Control inover ~~accordance~~Financial ~~with~~Reporting ~~authorizations~~– ofGuidance ~~management~~for ~~and~~Smaller ~~directors;~~Public ~~and~~Companies. Management, ~~(3)~~including ~~provide~~the ~~reasonable~~principal ~~assurance~~executive ~~regarding~~officer ~~prevention~~and orprincipal ~~timely~~financial ~~detection~~officer of ~~unauthorized~~the ~~acquisition~~Company, ~~use,~~assessed orthe ~~disposition~~effectiveness of ~~assets~~the internal control over financial reporting of the Company ~~that~~as ~~could~~of ~~have~~March a31, ~~material~~2024, ~~effect~~and onconcluded ~~the~~that ~~financial~~it ~~statements~~is ofnot ~~the Company~~effective.

39Material ~~Table~~Weaknesses ~~of Contents~~Identified

~~Because~~In ofconnection ~~its~~with ~~inherent~~the ~~limitations,~~preparation ~~internal~~of ~~control~~the ~~over~~ financial ~~reporting~~statements ~~may~~of ~~not~~the ~~prevent~~Company orfor ~~detect~~the ~~misstatements. Forward~~year ~~looking~~ended ~~statements~~March ~~regarding~~31, ~~the~~2024, ~~effectiveness~~certain ofsignificant ~~internal~~deficiencies ~~controls~~in ~~during~~internal ~~future~~control ~~periods~~became ~~are~~evident ~~subject~~ to ~~the~~management ~~risk~~ that, ~~controls~~in ~~may~~the ~~become~~aggregate, ~~inadequate~~represent ~~because~~material ~~of changes in conditions~~weaknesses, orwhich ~~that~~include the ~~degree of compliance with the policies and procedures may deteriorate.~~following:

As required by Rule 13a-15(c) promulgated pursuant to the Exchange Act, management of the Company, including the principal executive officer and principal financial officer of the Company, evaluated the effectiveness of the internal control over financial reporting of the Company as March 31, 2023. Management’s assessment was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting - Guidance for Smaller Public Companies. Management, including the principal executive officer and principal financial officer of the Company, assessed the effectiveness of the internal control over financial reporting of the Company as of March 31, 2023, and concluded that it is not effective.

	·	Insufficient segregation of duties in the finance and accounting functions of the Company due to limited personnel. During the year ended March 31, 2024, the Chief Financial Officer with the assistance of a Director handled all aspects of the financial reporting process of the Company, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to the interim or annual financial statements of the Company that would not be prevented or detected.

	·	Insufficient corporate governance policies. The corporate governance activities and processes of the Company are not always formally documented. Specifically, decisions made by the Board of Directors of the Company to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting the operations and management of the Company.

Plan for Remediation of Material Weaknesses ~~Identified~~

InThe ~~connection with the preparation of the financial statements of the~~ Company ~~for~~intends ~~the~~to ~~year~~take ~~ended~~appropriate ~~March~~and ~~31,~~reasonable ~~2023,~~steps ~~certain significant deficiencies in internal control became evident~~ to ~~management~~make ~~that, in~~ the ~~aggregate,~~necessary ~~represent~~improvements ~~material~~to ~~weaknesses,~~remediate ~~which~~these ~~include the following:~~deficiencies.

	·	Insufficient segregation of duties in the finance and accounting functions of the Company due to limited personnel. During the year ended March 31, 2023, the Chief Financial Officer with the assistance of a Director handled all aspects of the financial reporting process of the Company, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to the interim or annual financial statements of the Company that would not be prevented or detected.
	·	Insufficient corporate governance policies. The corporate governance activities and processes of the Company are not always formally documented. Specifically, decisions made by the Board of Directors of the Company to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting the operations and management of the Company.

The Company intends to consider the results of its remediation efforts and related testing as part of its year-end 2024 assessment of the effectiveness of its internal control over financial reporting.

~~Plan~~This ~~for~~annual ~~Remediation~~report does not include an attestation report of ~~Material~~the ~~Weaknesses~~registered public accounting firm of the Company regarding internal control over financial reporting. Management’s report is not subject to attestation by the registered public accounting firm of the Company.

~~The~~There was no change in the internal control over financial reporting of the Company ~~intends~~that tooccurred ~~take~~during ~~appropriate~~the ~~and~~year ~~reasonable~~ended ~~steps~~March 31, 2024, that has materially affected, or is reasonably likely to ~~make~~materially affect, the ~~necessary~~internal ~~improvements~~control toover ~~remediate~~financial ~~these~~reporting ~~deficiencies~~of the Company.

~~The~~ITEM ~~Company~~9B. ~~intends~~OTHER ~~to consider the results of its remediation efforts and related testing as part of its year-end 2023 assessment of the effectiveness of its internal control over financial reporting.~~INFORMATION

~~This annual report does not include an attestation report of the registered public accounting firm of the Company regarding internal control over financial reporting~~None. ~~Management’s report is not subject to attestation by the registered public accounting firm of the Company.~~

~~There~~37 ~~was~~Table ~~no change in the internal control over financial reporting~~ of the Company that occurred during the year ended March 31, 2023, that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company.Contents

~~ITEM~~PART ~~9B. OTHER INFORMATION.~~III

~~None~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

40Directors ~~Table~~and ofExecutive ~~Contents~~Officers

~~PART~~The ~~III~~following table sets forth, as of March 31, 2024, the names and ages of the directors and executive officers of the Registrant, the principal positions with the Registrant held by such persons. The executive officers are elected annually by the Board of Directors. The directors serve one year terms or until their successors are elected.

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

	Age	Position
Raj-Mohinder S. Gurm	64	President, Chief Executive Officer, Chief Financial Officer Chairmen of Board of Directors, and Director

Hans Edblad	58	Director

Sham Dhari	66	Director

~~Directors~~Business ~~and Executive Officers~~Experience

~~The~~Raj-Mohinder ~~following~~S. ~~table~~Gurm. ~~sets~~Mr. ~~forth~~Gurm is the President, asChief Financial Officer, and a Director of ~~March~~the 31Company. From 1985 to 1987 Mr. Gurm was a partner in B.R. International Marketing Company of Vancouver, ~~2023~~BC a company, ~~the~~which ~~names~~provided North American representation to manufacturers from Asia. From 1987 to 1989 he was a manager of Metro Parking Ltd. of Vancouver, BC and ~~ages~~was responsible for overseeing 70 employees and 20 parking lots. From 1989 to 1995 he was involved in importing products from Asia and selling them by container loads to large retail chain stores. In 1995 Mr. Gurm was founder and president of Xanatel Communications Inc. a company involved in the ~~directors~~wireless communications industry, and ~~executive~~which ~~officers~~was sold to a public company listed on The Alberta Stock Exchange. Mr. Gurm has been a President and CEO of ~~the~~Spectrum ~~Registrant~~International Inc. from 1990 to present. From Jan. 2000 to Nov. 9th, ~~the~~2001 ~~principal~~he ~~positions~~was ~~with~~also President/CEO of Canoil Exploration Corporation, a publicly traded company that completed the ~~Registrant~~acquisition ~~held~~of bya ~~such~~Medical ~~persons~~Equipment company. ~~The~~Since ~~executive~~2015, ~~officers~~Mr. ~~are~~Gurm ~~elected~~has ~~annually~~been byconsulting for number of public companies. Mr. Gurm attended the ~~Board~~University of ~~Directors~~British Columbia and earned a Bachelor of Sciences Degree in Biology in 1983. ~~The~~Born ~~directors~~in ~~serve~~1960 ~~one~~in ~~year~~India, ~~terms~~Mr. orGurm ~~until~~is ~~their~~a ~~successors~~citizen ~~are~~and ~~elected~~resident of Canada.

	Age	Position
Raj-Mohinder S. Gurm	63	President, Chief Executive Officer, Chief Financial Officer Chairmen of Board of Directors, and Director
Hans Edblad	57	Director

Hans Edblad. Hans Edblad is 57 years old. In addition to serving as a Director of the Company, Mr. Edblad also works as the Vice President of Business Development for the Company. From 2006 to 2009 Mr. Edblad served as a consultant to the Company. In addition to his work with the Company, Mr. Edblad is also the President of Chag Investments Ltd., a position he has held since 1997. Chag Investments specializes in assisting businesses with business development and investment strategies. Additionally, from 2002 to present Mr. Edblad has served as a consultant with APR Consulting Group specializing in technical market consulting to various individuals and companies.

~~Business~~Sham ~~Experience~~Dhari

~~Raj-Mohinder~~Family S. Gurm. Mr. Gurm is the President, Chief Financial Officer, and a Director of the Company. From 1985 to 1987 Mr. Gurm was a partner in B.R. International Marketing Company of Vancouver, BC a company, which provided North American representation to manufacturers from Asia. From 1987 to 1989 he was a manager of Metro Parking Ltd. of Vancouver, BC and was responsible for overseeing 70 employees and 20 parking lots. From 1989 to 1995 he was involved in importing products from Asia and selling them by container loads to large retail chain stores. In 1995 Mr. Gurm was founder and president of Xanatel Communications Inc. a company involved in the wireless communications industry, and which was sold to a public company listed on The Alberta Stock Exchange. Mr. Gurm has been a President and CEO of Spectrum International Inc. from 1990 to present. From Jan. 2000 to Nov. 9th, 2001 he was also President/CEO of Canoil Exploration Corporation, a publicly traded company that completed the acquisition of a Medical Equipment company. Since 2015, Mr. Gurm has been consulting for number of public companies. Mr. Gurm attended the University of British Columbia and earned a Bachelor of Sciences Degree in Biology in 1983. Born in 1960 in India, Mr. Gurm is a citizen and resident of Canada.Relationships

~~Hans~~There ~~Edblad. Hans~~are ~~Edblad~~no isfamily 57relationships ~~years~~between ~~old.~~any ~~In addition to serving as a Director~~ of the ~~Company,~~current ~~Mr.~~directors ~~Edblad~~or ~~also~~officers ~~works as the Vice President~~ of ~~Business Development for~~ the Company. From 2006 to 2009 Mr. Edblad served as a consultant to the Company. In addition to his work with the Company, Mr. Edblad is also the President of Chag Investments Ltd., a position he has held since 1997. Chag Investments specializes in assisting businesses with business development and investment strategies. Additionally, from 2002 to present Mr. Edblad has served as a consultant with APR Consulting Group specializing in technical market consulting to various individuals and companies.

41Significant ~~Table of Contents~~Employees

~~Family~~ The ~~Relationships~~Company currently does not have any significant employees other than its executive officers.

~~There~~38 ~~are~~Table ~~no family relationships between any~~ of ~~the current directors or officers of the Company.~~Contents

~~Significant~~Involvement ~~Employees~~in Certain Legal Proceedings

~~The~~To the best of its knowledge, the Company’s ~~currently~~directors ~~does~~and executive officers were not ~~have~~involved in any ~~significant~~legal ~~employees~~proceedings ~~other~~during ~~than~~the ~~its~~last ~~executive~~ten ~~officers~~years as described in Item 401(f) of Regulation S-K.

~~Involvement in Certain Legal Proceedings~~Directorships

ToNone ~~the best~~ of ~~its knowledge,~~ the Company’s ~~directors and~~ executive officers ~~were~~or ~~not~~directors ~~involved~~is ina director of any ~~legal~~company ~~proceedings~~with ~~during~~a ~~the~~class ~~last~~of ~~ten~~equity ~~years~~securities asregistered ~~described~~pursuant into ~~Item~~Section ~~401~~12 of the Securities Exchange Act of 1934 (fthe “Exchange Act”) or subject to the requirements of ~~Regulation~~the ~~S-K~~Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

~~Directorships~~Compliance with Section 16(a) of the Exchange Act

~~None~~Section 16(a) of the ~~Company’s~~Exchange ~~executive~~Act of 1934 requires officers orand directors isof athe ~~director~~Company ofand ~~any~~persons ~~company~~who ~~with~~own amore ~~class~~than 10% of ~~equity~~the ~~securities~~outstanding ~~registered~~shares ~~pursuant~~of tothe ~~Section~~common 12stock of the ~~Securities~~Company ~~Exchange~~to ~~Act~~file reports of ~~1934~~ownership ~~(the~~and ~~“Exchange~~changes ~~Act”)~~in orownership ~~subject~~concerning totheir shares of the ~~requirements~~common stock of the ~~Exchange~~Company ~~Act~~with orthe ~~any~~SEC ~~company~~and ~~registered~~to asfurnish anthe ~~investment~~Company ~~company~~with ~~under~~copies ~~the~~of ~~Investment~~all Section 16(a) forms they file. The Company ~~Act~~is required to disclose delinquent filings of ~~1940~~reports by such persons.

~~Compliance~~Based ~~with~~solely on the copies of such reports and amendments thereto received by the Company, or written representations that no filings were required, management of the Company believes that all Section 16(a) filing requirements applicable to the executive officers and directors of the ~~Exchange~~Company ~~Act~~and 10% stockholders were met for the year ended March 31, 2024.

~~Section~~Code ~~16(a)~~ of the Exchange Act of 1934 requires officers and directors of the Company and persons who own more than 10% of the outstanding shares of the common stock of the Company to file reports of ownership and changes in ownership concerning their shares of the common stock of the Company with the SEC and to furnish the Company with copies of all Section 16(a) forms they file. The Company is required to disclose delinquent filings of reports by such persons. Ethics

~~Based~~As ~~solely~~of onthe date of this Form 10-K filing, the ~~copies~~Company has not yet adopted a code of ~~such~~ethics. ~~reports~~The ~~and~~decision ~~amendments~~not ~~thereto~~to ~~received~~implement bya code of ethics is primarily due to the Company,'s orstatus ~~written~~as ~~representations~~an ~~that~~early-stage noentity ~~filings~~with ~~were~~limited ~~required,~~operational ~~management~~complexity. Given the current organizational structure with a two-person Board of Directors, the Company believes that ~~all~~the ~~Section~~development ~~16(~~and implementation of a) ~~filing~~formal ~~requirements~~code ~~applicable~~of toethics ~~the~~may ~~executive~~not ~~officers~~provide ~~and~~significant ~~directors~~benefits ofat this stage. As the Company continues to grow and ~~10%~~evolve, ~~stockholders~~it ~~were~~intends ~~met~~to ~~for~~reevaluate the ~~year~~need ~~ended~~for ~~March~~a ~~31,~~formal ~~2023~~code of ethics and adopt one when it becomes more operationally relevant and advantageous.

~~Code~~It is important to note that the absence of ~~Ethics~~a formal code of ethics does not imply a lack of commitment to ethical conduct. The Company's Board of Directors and management are dedicated to conducting business with integrity, honesty, and adherence to all applicable laws and regulations.

AsNomination of the date of this Form 10-K filing, the Company has not yet adopted a code of ethics. The decision not to implement a code of ethics is primarily due to the Company's status as an early-stage entity with limited operational complexity. Given the current organizational structure with a two-person Board of Directors, the Company believes that the development and implementation of a formal code of ethics may not provide significant benefits at this stage. As the Company continues to grow and evolve, it intends to reevaluate the need for a formal code of ethics and adopt one when it becomes more operationally relevant and advantageous.

42As ~~Table~~of the date of ~~Contents~~this Form 10-K, the Company has not effected any material changes to the procedures by which its stockholders may recommend nominees to the Board of Directors of the Company. The Board of Directors does not have a policy with regards to the consideration of any director candidates recommended by stockholders of the Company. The Company currently does not have any specific or minimum criteria for the election of nominees to the Board of Directors and the Company does not have any specific process or procedure for evaluating such nominees. If stockholders of the Company wish to recommend candidates directly to the Board of Director, they may do so by sending communications to the CEO of the Company at the address on the cover page of this Annual Report.

It39 isTable ~~important to note that the absence~~ of a formal code of ethics does not imply a lack of commitment to ethical conduct. The Company's Board of Directors and management are dedicated to conducting business with integrity, honesty, and adherence to all applicable laws and regulations.Contents

~~Nomination~~Audit ofCommittee ~~Directors~~and Audit Committee Financial Expert

AsThe ofAudit ~~the~~Committee ~~date~~ of ~~this Form 10-K,~~ the ~~Company has not effected any material changes to the procedures by which its stockholders may recommend nominees to the~~ Board of Directors of ~~the~~P2 ~~Company~~Solar, Inc. ~~The Board~~(the of“Company”) ~~Directors~~operates ~~does~~under ~~not have~~ a ~~policy~~written ~~with~~charter ~~regards~~adopted ~~to the consideration of any director candidates recommended~~ by ~~stockholders of~~ the ~~Company. The Company currently does not have any specific or minimum criteria for the election of nominees to the~~ Board of Directors ~~and the Company does not have any specific process or procedure for evaluating such nominees~~. IfAll ~~stockholders~~members of the ~~Company~~Audit ~~wish~~Committee toare ~~recommend candidates directly to the Board of Director~~independent, ~~they~~as ~~may~~defined ~~do so~~ by ~~sending communications to~~ the ~~CEO~~standards of the ~~Company~~OTCPK atand the ~~address~~Securities onand ~~the~~Exchange ~~cover~~Commission ~~page of this Annual Report~~(SEC).

~~Audit~~During ~~Committee~~the ~~and~~fiscal ~~Audit~~year ~~Committee~~ended ~~Financial~~March ~~Expert~~31, 2024, the Audit Committee:

~~The~~1. ~~Board~~Reviewed ofand ~~Directors~~discussed of the ~~Company~~audited ~~acts~~financial asstatements ~~the~~with ~~audit committee~~management. ~~The Company does not have an audit committee financial expert~~2. ~~The~~Discussed ~~Company~~with ~~recognizes~~ the ~~importance~~independent ofauditors anthe ~~independent~~matters ~~audit~~required ~~committee~~to ~~and~~be ~~audit~~discussed ~~committee~~by ~~financial~~the ~~expert~~applicable inrequirements ~~providing~~of ~~additional~~the ~~expertise~~Public ~~and~~Company ~~independent~~Accounting ~~oversight~~Oversight inBoard ~~financial~~(PCAOB) ~~matters~~ and ~~auditing~~the ~~practices~~SEC. ~~The~~3. ~~absence~~Received ofthe anwritten ~~independent~~disclosures ~~audit committee~~ and ~~designated audit committee financial expert on~~ the ~~audit~~letter ~~committee~~from ~~is primarily due to~~ the ~~Company's~~independent ~~early-stage~~auditors ~~status~~required ~~and~~by ~~limited~~applicable ~~availability~~requirements of ~~individuals~~the ~~willing~~PCAOB toregarding ~~serve on~~ the ~~Board~~independent ofauditors' ~~Directors~~communications ~~of an early stage company and individuals~~ with the ~~specific~~Audit ~~qualifications~~Committee ~~and~~concerning ~~experience~~independence ~~required~~and todiscussed ~~meet~~with the ~~criteria~~independent ofauditors antheir ~~audit committee financial expert~~independence.

ITEM 11. EXECUTIVE COMPENSATION.

Compensation Discussion and Analysis

The Company currently does not have a compensation committee of the Board of Directors or a committee performing similar functions. It is the view of the Board of Directors of the Company that it is appropriate for the Company to not to have such a committee because of the size of the Company and because the Board of Directors as a whole participates in the consideration of executive compensation.

~~[Continued~~Executive ~~on Next Page]~~Compensation

43The ~~Table~~following oftable ~~Contents~~sets forth, for the years indicated, all compensation paid, distributed, or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company’s chief executive officer , chief financial officer and all other executive officers; the information contained below represents compensation paid to the Company’s officers for their work related to the Company.

Executive Compensation

										Non-Equity		Non-qualified
										Incentive		Deferred
						Stock		Option		Plan		Compensation		All other
Name and		Salary		Bonus		Award(s)		Award(s)		Compensation		Earnings		Compensation		Total
Principal Position	Year	($)		($)		($)		($)		(#)		($)		($)		($)
Raj-Mohinder Gurm, CEO	2024		55,520		--		--		--		--		--		--		55,520
	2023		56,600		--		--		--		--		--		--		56,600
	2022		59,734		--		--		--		--		--		--		59,734

~~The~~Employment following table sets forth, for the years indicated, all compensation paid, distributed, or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company’s chief executive officer , chief financial officer and all other executive officers; the information contained below represents compensation paid to the Company’s officers for their work related to the Company.Agreements

										Non-Equity		Non-qualified
										Incentive		Deferred
Name and						Stock		Option		Plan		Compensation		All other
PrincipalPosition	Year	Salary($)		Bonus($)		Award(s)($)		Award(s)($)		Compensation(#)		Earnings($)		Compensation($)		Total($)
Raj-Mohinder Gurm, CEO	2023		56,600		--		--		0		--		--		--		56,600
	2022		59,734		--		--		0		--		--		--		59,734
	2021		56,647		--		--		0		--		--		--		56,647

On April 12, 1999, the Company entered into an employment agreement with Raj-Mohinder Gurm. The employment agreement automatically renews annually. Pursuant to the terms of the employment agreement, Mr. Gurm is entitled to annual compensation of $72,000 CAD at a rate of $6,000 CAD per month plus 4% vacation pay for total of $6,240 CAD per month. A copy of the employment agreement was filed as Exhibit 10.4 to the Company’s Registration Statement on Form 10-K filed with the Securities and Exchange Commission on July 1, 2005, and is hereby incorporated by reference.

~~Employment~~40 ~~Agreements~~Table of Contents

OnOutstanding ~~April~~Equity ~~12,~~Awards 1999, the Company entered into an employment agreement with Raj-Mohinder Gurm. The employment agreement automatically renews annually Pursuant to the terms of the employment agreement, Mr. Gurm is entitled to annual compensation of $72,000 CAD at aFiscal ~~rate of $6,000 CAD per month plus 4% vacation pay for total of $6,240 CAD per month. A copy of the employment agreement was filed as Exhibit 10.4 to the Company’s Registration Statement on Form 10~~Year-~~K filed with the Securities and Exchange Commission on July 1, 2005, and is hereby incorporated by reference.~~ End

~~Outstanding~~For ~~Equity~~the ~~Awards~~years atended ~~Fiscal~~March ~~Year-End~~31, 2024 and 2023, no director or executive officer has received compensation from the Company pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan, although the Company anticipates that it may compensate its officers and directors for services to the Company with stock or options to purchase stock, in lieu of cash in the future if warranted.

~~For~~Equity ~~the~~Compensation ~~years~~Plan ended March 31, 2023 and 2022, no director or executive officer has received compensation from the Company pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan, although the Company anticipates that it may compensate its officers and directors for services to the Company with stock or options to purchase stock, in lieu of cash in the future if warranted.Information

~~Equity~~The ~~Compensation~~Company ~~Plan~~currently ~~Information~~does not have any equity compensation plans.

~~The~~Pension, ~~Company~~Retirement ~~currently~~or ~~does~~Similar ~~not~~Benefit ~~have any equity compensation plans.~~Plans

~~Pension~~There are no arrangements or plans in which the Company is required to provide a pension, ~~Retirement~~retirement or ~~Similar~~similar ~~Benefit~~benefits ~~Plans~~to its directors or executive officers. The Company has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to its directors or executive officers, except that stock options may be granted from time to time at the discretion of the Board of Directors or a committee thereof.

~~There~~Potential ~~are~~Payments noUpon ~~arrangements~~Termination or ~~plans~~ Change-in which the Company is required to provide a pension, retirement or similar benefits to its directors or executive officers. The Company has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to its directors or executive officers, except that stock options may be granted from time to time at the discretion of the Board of Directors or a committee thereof. Control

44Other ~~Table~~than the court set standards and statutory obligations set out in Employment Standards Act (British Columbia) that apply to the employment agreement with Raj-Mohinder Gurm, the Company has no plans or arrangements in respect of ~~Contents~~remuneration received or that may be received by its executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

~~Potential~~Director ~~Payments Upon Termination or Change-in-Control~~Compensation

~~Other~~As ~~than~~of ~~the~~March ~~court~~31, ~~set~~2024, ~~standards~~none ~~and~~of ~~statutory~~the ~~obligations~~Company’s ~~set~~directors ~~out~~have inbeen ~~Employment~~compensated ~~Standards~~for ~~Act~~their ~~(British~~services ~~Columbia)~~as ~~that~~directors ~~apply~~of to the ~~employment~~Company. ~~agreement~~The ~~with Raj-Mohinder Gurm, the~~ Company has no ~~plans~~formal orplan ~~arrangements~~for incompensating ~~respect~~its ofdirectors ~~remuneration~~for ~~received~~their orservices ~~that~~in ~~may~~the befuture ~~received~~in bytheir ~~its~~capacity ~~executive~~as ~~officers~~directors, toalthough ~~compensate~~ such ~~officers~~directors are expected in the ~~event~~future ofto ~~termination~~receive ofoptions ~~employment~~to ~~(as~~purchase ashares ~~result~~ of ~~resignation,~~the ~~retirement,~~common ~~change~~stock of ~~control)~~the orCompany aas ~~change~~awarded by our Board of ~~responsibilities~~Directors ~~following~~or aany ~~change~~compensation ofcommittee ~~control~~that may be established.

~~Director~~41 ~~Compensation~~Table of Contents

AsITEM ~~of March 31, 2023, none of the Company’s directors have been compensated for their services as directors of the Company~~12. ~~The~~SECURITY ~~Company~~OWNERSHIP ~~has~~OF noCERTAIN ~~formal~~BENEFICIAL ~~plan~~OWNERS ~~for~~AND ~~compensating~~MANAGEMENT ~~its~~AND ~~directors~~RELATED ~~for~~STOCKHOLDER their services in the future in their capacity as directors, although such directors are expected in the future to receive options to purchase shares of the common stock of the Company as awarded by our Board of Directors or any compensation committee that may be established.MATTERS

~~ITEM~~Security ~~12.~~Ownership ~~SECURITY~~of ~~OWNERSHIP~~Certain OFBeneficial ~~CERTAIN~~Owners, ~~BENEFICIAL~~Directors, ~~OWNERS~~Officers ~~AND~~and ~~MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~Management

~~Security~~The ~~Ownership~~following oftable ~~Certain~~sets ~~Beneficial~~forth, ~~Owners~~as of March 31, ~~Directors~~2024, ~~Officers~~certain information with respect to the common stock beneficially owned by (i) each director and ~~Management~~executive officer of the Company; (ii) each person who owns beneficially more than 5% of the common stock; and (iii) all directors and executive officers as a group:

The following table sets forth, as of March 31, 2023, certain information with respect to the common stock beneficially owned by (i) each director and executive officer of the Company; (ii) each person who owns beneficially more than 5% of the common stock; and (iii) all directors and executive officers as a group:

Title of Class	Name and Address of Beneficial Owner ⁽¹⁾	Amount and nature of beneficial ownership		Percent of Class ⁽²⁾
$.001 Par Value Common Stock	Raj-Mohinder S. Gurm 3718 91st Avenue Surrey, BC, Canada V3V 7X1		14,949,594		22	%
$.001 Par Value Common Stock	Hans Edblad 20 Sara Lane Cold Stream, BC, Canada		234,907		0.346	%
$.001 Par Value Common Stock	Sham Dhari 9620 Seameadow St. Richmond, BC, Canada		730,000		1.074	%
$.001 Par Value Common Stock	All officers and directors as a group (2 Persons)		15,914,501		23.42	%

Title of Class	Name and Address of Beneficial Owner (1)	Amount and nature of beneficial ownership		Percent of Class (2)
$.001 Par Value Common Stock	Raj-Mohinder S. Gurm3718 91st AvenueSurrey, BC, CanadaV3V 7X1		14,949,594		22	%
$.001 Par Value Common Stock	Hans Edblad20 Sara LaneCold Stream, BC, Canada		234,907		0.36	%
$.001 Par Value Common Stock	All officers and directors as a group (2 Persons)		15,184501		22.36	%

Notes:

	(1)	Director or Officer of Company
	(2)	Percentages are calculated based on 67,946,513 shares outstanding as of March 31, 2024.

~~(1)~~Changes ~~Director or Officer~~ of ~~Company~~Control

~~(2)~~Management ~~Percentages~~is ~~are~~not ~~calculated~~aware ~~based~~of onany ~~67,946,513~~arrangement ~~shares~~that ~~outstanding~~may asresult ofin ~~March~~a ~~31,~~change ~~2023~~in control of the Company.

~~Changes~~Securities ofAuthorized ~~Control~~for Issuance Under Equity Compensation Plans

~~Management~~None. isThe ~~not~~Company ~~aware~~currently ofdoes ~~any~~not ~~arrangement~~have ~~that~~any ~~may~~equity ~~result~~compensation ~~in a change in control of the Company~~plans.

4542 Table of Contents

~~None.~~Related ~~The~~Party ~~Company currently does not have any equity compensation plans.~~Transactions

~~ITEM~~Transactions ~~13.~~with ~~CERTAIN~~Related ~~RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~Persons

~~Related~~Other ~~Party~~than ~~Transactions~~as disclosed below, as of March 31, 2024, there were no material transactions, or series of similar transactions, during the Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to management of the Company to own of record or beneficially more than five percent of any class of the common stock of the Company, or any member of the immediate family of any of the foregoing persons, had an interest.

~~Transactions~~During ~~with~~the ~~Related~~year ~~Persons~~ended March 31, 2024, and March 31, 2023, the Company incurred management salary to its Chief Executive Officer of $55,520 and $56,600, respectively. As of March 31, 2024, and March 31, 2023, the accrued management salary was $692,689 and $635,477, respectively. As of March 31, 2024, and March 31, 2023, the total amount due to its Chief Executive Officer was $741,901 and $676,706 respectively.

~~Other~~During ~~than~~the asyear ~~disclosed~~ended ~~below~~March 31, as2024, ofand March 31, 2023, ~~there~~the ~~were~~Chief noExecutive ~~material~~Officer ~~transactions, or series~~ of ~~similar transactions, during~~ the Company’s ~~last~~advanced ~~fiscal year~~$67,381 orand ~~any currently proposed transactions~~$16,629 ~~or series of similar transactions,~~ to ~~which~~ the Company ~~was or is~~ to besupport aoperating ~~party,~~cost inand ~~which~~was ~~the~~repaid ~~amount involved exceeded the lesser~~ of $~~120~~56,~~000~~549 orand ~~one~~$18,995, ~~percent~~respectively. ofAs ~~the average~~ of ~~the~~March ~~small~~31, ~~business~~2024, ~~issuer’s total assets at year-end for the last three completed fiscal years~~ and inMarch ~~which~~31, ~~any director~~2023, ~~executive~~the ~~officer~~amount ordue ~~any security holder who is known~~ to ~~management~~another Director of the Company ~~to own~~ of ~~record or beneficially more than five percent of any class of the common stock of the Company~~$1,255 orand ~~any member of the immediate family of any of the foregoing persons~~$1,256, ~~had an interest~~respectively.

~~During~~On February 22, 2023, the ~~year~~Company ~~ended~~bought ~~March~~all 31outstanding shares of Futricity Solar, ~~2023~~Inc. (“Futricity”), and ~~March~~it ~~31,~~became ~~2022,~~a ~~the~~wholly ~~Company~~owned ~~incurred~~subsidiary ~~management~~of ~~salary~~P2 toSolar. ~~its~~Futricity ~~Chief~~was ~~Executive~~wholly ~~Officer~~owned ofby ~~$56,600~~a Director and ~~$59,734,~~Officer ~~respectively~~of the Company. AsThe ofpurchase ~~March~~price ~~31,~~is ~~2023,~~equal ~~and~~to ~~March~~25% ~~31,~~of ~~2022,~~future operating income of Futricity for the ~~accrued~~next ~~management~~five ~~salary~~years ~~was~~calculated ~~$635,477~~annually ~~and~~to ~~$628,290,~~be ~~respectively.~~paid Asin ofcash ~~March~~annually ~~31,~~for ~~2023,~~the ~~and~~next ~~March~~five 31years, ~~2022,~~payable on April 30th every year starting in 2024 with the ~~total~~last ~~amount~~payment to be due toon ~~its~~April ~~Chief~~30, ~~Executive~~2028. ~~Officer~~Futricity ~~was~~is ~~$676,706~~an installer of rooftop and ~~$673,066~~ground ~~respectively~~mount solar systems for both residential and commercial properties.

~~During the year ended March 31~~Review, ~~2023,~~Approval ~~and~~or ~~March~~Ratification ~~31, 2022, the Chief Executive Officer~~ of ~~the~~Transactions ~~Company~~with ~~advanced~~Related $18,876 and $20,837 to the Company to support operating cost and was repaid of $18,994 and $24,517, respectively. As of March 31, 2023, and March 31, 2022, the amount due to another Director of the Company of $1,256 and $1,360, respectively.Persons

OnThe ~~February~~Company ~~22,~~does ~~2023,~~not ~~the~~have ~~Company~~a ~~bought~~specific ~~all~~policy ~~outstanding~~or ~~shares~~procedure offor ~~Futricity~~the ~~Solar~~review, ~~Inc. (“Futricity”)~~approval, ~~and~~or itratification ~~became~~of aany ~~wholly~~transaction ~~owned~~involving ~~subsidiary~~related ~~of P2 Solar~~persons. ~~Futricity~~The ~~was~~Company ~~wholly~~historically ~~owned~~has bysought ~~a Director~~ and ~~Officer~~obtained offunding ~~the~~from ~~Company. The~~officers, ~~purchase~~directors, ~~price~~and isfamily ~~equal~~members toas ~~25%~~these categories of ~~future~~persons ~~operating~~are ~~income~~familiar ofwith ~~Futricity~~management ~~for~~of the ~~next~~Company ~~five~~and ~~years~~often ~~calculated~~provide ~~annually~~better toterms beand ~~paid~~conditions inthan ~~cash~~the ~~annually~~Company ~~for~~can ~~the~~obtain ~~next~~from ~~five~~unassociated ~~years,~~sources. ~~payable~~Management onalso ~~April~~believes ~~30th~~that ~~every~~having ~~year~~specific ~~starting~~policies inor ~~2024~~procedures ~~with~~of ~~the~~this ~~last~~type ~~payment~~would to be ~~due~~ineffective ongiven ~~April~~the ~~30,~~size ~~2028.~~of ~~Futricity~~the isBoard anof ~~installer~~Directors of ~~rooftop~~the ~~and~~Company ~~ground~~at ~~mount~~this ~~solar systems for both residential and commercial properties~~time.

~~Review,~~Corporate ~~Approval or Ratification of Transactions with Related Persons~~Governance

~~The~~Director Company does not have a specific policy or procedure for the review, approval, or ratification of any transaction involving related persons. The Company historically has sought and obtained funding from officers, directors, and family members as these categories of persons are familiar with management of the Company and often provide better terms and conditions than the Company can obtain from unassociated sources. Management also believes that having specific policies or procedures of this type would be ineffective given the size of the Board of Directors of the Company at this time.Independence

46As ~~Table~~of March 31, 2024, the Board of ~~Contents~~Directors of the Company was composed of three people. The Company does not have securities listed on a national securities exchange or in an inter-dealer quotation system that has director independence or committee independence requirements. Accordingly, the Company is not required to comply with any director independence requirements.

~~Corporate~~43 ~~Governance~~Table of Contents

~~Director~~Notwithstanding ~~Independence~~the foregoing lack of applicable independence requirements, the Board of Directors currently has one member that qualify as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Exchange Act of 1934 and Rule 5605 of The Nasdaq Stock Market Listing Rules. This director is Mr. Hans Edblad.

AsMr. ofRaj-Mohinder ~~March~~S. ~~31,~~Gurm ~~2023,~~is ~~the~~not ~~Board~~an ofindependent ~~Directors~~director ofunder these rules as he is also employed by the Company ~~was~~as ~~composed~~its ofChief ~~two~~Executive ~~people.~~Officer and President, respectively.

The Company does not have securities listed on a national securities exchange or in an inter-dealer quotation system that has director independence or committee independence requirements. Accordingly, the Company is not required to comply with any director independence requirements.General

~~Notwithstanding~~The ~~the~~Board ~~foregoing~~of ~~lack~~Directors of ~~applicable~~the ~~independence~~Company ~~requirements~~believes its members collectively have the experience, qualifications, attributes and skills to effectively oversee the ~~Board~~management of ~~Directors~~the ~~currently~~Company, ~~has~~including ~~one~~a ~~member~~high ~~that~~degree ~~qualify~~of aspersonal ~~“independent”~~and asprofessional ~~the~~integrity, ~~term~~an isability ~~used~~to inexercise ~~Item~~sound ~~7(d)(3)(iv)(B)~~business judgment on a broad range of ~~Schedule~~issues, ~~14A~~sufficient ~~under~~experience and background to resolve the ~~Exchange~~issues ~~Act~~facing the Company, a willingness to devote the necessary time to the Board of ~~1934~~Directors, ~~and~~a ~~Rule~~commitment ~~5605~~to representing the best interests of ~~The~~the ~~Nasdaq~~Company ~~Stock~~and ~~Market~~its ~~Listing~~stockholders ~~Rules.~~and ~~This~~a ~~director~~dedication isto ~~Mr.~~enhancing ~~Hans~~stockholder ~~Edblad~~value.

~~Mr.~~ITEM ~~Raj-Mohinder S~~14. ~~Gurm~~PRINCIPAL isACCOUNTING ~~not~~FEES anAND ~~independent director under these rules as he is also employed by the Company as its Chief Executive Officer and President, respectively.~~SERVICES

~~General~~Audit Fees

The ~~Board~~aggregate offees ~~Directors~~billed ofby ~~the~~Bansal ~~Company believes its members collectively have the experience, qualifications, attributes~~ and ~~skills~~Co. toLLP ~~effectively~~for ~~oversee~~audit ~~the management~~ of the Company,'s ~~including~~annual aconsolidated ~~high~~financial ~~degree~~statements ofwere ~~personal and professional integrity~~$15,000 anfor ~~ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to resolve~~ the ~~issues~~fiscal ~~facing~~years ~~the~~ended ~~Company,~~March ~~a willingness to devote the necessary time to the Board of Directors~~31, a2024 ~~commitment to representing the best interests of the Company~~ and ~~its stockholders and a dedication to enhancing stockholder value~~2023.

~~ITEM~~Audit ~~14.~~Related ~~PRINCIPAL ACCOUNTING FEES AND SERVICES.~~Fees

~~Audit~~Bansal ~~Fees~~and Co. LLP did not bill the Company any amount for assurance and related services that were related to its audit.

~~The~~Tax ~~aggregate fees billed by Gries and Associates, LLC for audit of the Company's annual consolidated financial statements were $20,000 for the fiscal years ended March 31, 2023, and 2022.~~Fees

~~Audit~~The ~~Related~~aggregate ~~Fees~~fees billed by Bansal and Co. LLP, for tax compliance, advice and planning were $0.00 for the fiscal year ended March 31, 2024 and 2023.

~~Gries~~All ~~and~~Other ~~Associates, LLC did not bill the Company any amount for assurance and related services that were related to its audit.~~ Fees

~~Tax~~Bansal ~~Fees~~and Co. LLP did not bill the Company for any products and services other than the foregoing during the fiscal years ended March 31, 2024 and 2023.

~~The~~Audit ~~aggregate~~Committee’s ~~fees~~Pre-approval ~~billed~~Policies ~~by Gries~~ and ~~Associates, LLC, for tax compliance, advice and planning were $0.00 for the fiscal year ended March 31, 2023, and 2022.~~Procedures

~~All~~P2 ~~Other~~Solar, ~~Fees~~Inc. does not have an audit committee per se. The current Board of Directors functions as the audit committee.

~~Gries~~44 ~~and~~Table ~~Associates,~~of ~~LLC did not bill the Company for any products and services other than the foregoing during the fiscal years ended 2023 and 2022.~~Contents

~~Audit~~PART ~~Committee’s Pre-approval Policies and Procedures~~IV

P2 Solar, Inc. does not have an audit committee per se. The current Board of Directors functions as the audit committee.

47 Table of Contents

PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

3.1(I)	Restated Certificate of Incorporation, incorporated herein by reference to Form 10-K filed with the U.S. Securities and Exchange Commission on July 1, 2005.
3.1(i)		Restated Certificate of Incorporation, incorporated herein by reference to Form 10-K filed with the U.S. Securities and Exchange Commission on July 1, 2005.
3.1(ii)	~~Restated Certificate of Incorporation, incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on September 18, 2008.~~	Restated Certificate of Incorporation, incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on September 18, 2008.
3.1(ii)	~~Restated Certificate of Incorporation, incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on March 19, 2009.~~	Restated Certificate of Incorporation, incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on March 19, 2009.
3.2	~~Bylaws, incorporated herein by reference from Form 10-K filed with the U.S. Securities and Exchange Commission on July 1, 2005.~~	Bylaws, incorporated herein by reference from Form 10-K filed with the U.S. Securities and Exchange Commission on July 1, 2005.
10.1	Agreement for the Acquisition of Futricity Solar, Inc. by P2 Solar, Inc. dated February 19, 2023. *	Agreement for the Acquisition of Futricity Solar, Inc. by P2 Solar, Inc. dated February 19, 2023. *
10.2	Employment Contract between Spectrum International Inc. and Raj-Mohinder Gurm dated April 12, 1999, incorporated herein by reference from Form 10-K filed with the U.S. Securities and Exchange Commission on July 1, 2005.	Employment Contract between Spectrum International Inc. and Raj-Mohinder Gurm dated April 12, 1999, incorporated herein by reference from Form 10-K filed with the U.S. Securities and Exchange Commission on July 1, 2005.
31.1	Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*	Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*	Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101		SCH XBRL Schema Document.*
101		INS XBRL Instance Document.*
101		CAL XBRL Taxonomy Extension Calculation Linkbase Document.*
101		LAB XBRL Taxonomy Extension Label Linkbase Document.*
101		PRE XBRL Taxonomy Extension Presentation Linkbase Document.*
101		DEF XBRL Taxonomy Extension Definition Linkbase Document.*

* Filed Herewith

4845 Table of Contents

SIGNATURES

Pursuant to 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.

P2 SOLAR, INC.

By:	/s/ Raj-Mohinder S. Gurm
	Raj-Mohinder S. Gurm, Chief Executive Officer (Principal Executive Officer)
Date:	~~August~~July 816, ~~2023~~2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Raj-Mohinder S. Gurm
	Raj-Mohinder S. Gurm, Raj-Mohinder S. Gurm, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director
	Raj-Mohinder S. Gurm, Raj-Mohinder S. Gurm, Chief Executive Officer, Chief Financial
Date:	August 8, 2023
	Officer, Principal Accounting Officer, and Director
Date:	July 16, 2024

By:	/s/ Hans Edblad
	Hans Edblad, Director
Date:	~~August~~July 816, ~~2023~~2024

By:	/s/ Sham Dhari
	Sham Dhari, Director

Date:	July 16, 2024

Filing Compare · P2 Solar, Inc.