Business

HyOrc Corp is a public reporting company classified under Services-Engineering Services. The Company was incorporated in [COMPLETE: state and year of incorporation] and maintains its principal executive offices at [COMPLETE: address of principal executive offices]. Our hydrogen engine technology and waste-to-methanol processes are in the pilot or development stage. While we believe our technology offers advantages over fuel cells and batteries, it remains unproven at scale in commercial operations. Commercial adoption depends on successful scale-up, demonstration projects, and customer acceptance. We are currently an OTCID company with limited trading volume.

The success of our products depends on adoption by customers who have historically relied on diesel, natural gas, or grid power. We compete against established technologies including: (i) PEM fuel cells, supported by significant investment; (ii) battery-electric systems; and (iii) conventional diesel and gas engines. Many of our competitors have greater financial, technical, and manufacturing resources than we do. Our operations are subject to complex and evolving regulations across multiple jurisdictions. For example, methanol projects depend on renewable fuel standards in the EU, while hydrogen deployment depends on government incentives and mandates in India and Europe. As of December 31, 2025, we had [COMPLETE: number of full-time and part-time employees] employees.

We expect to finance future operations primarily through the issuance of equity or equity-linked securities. However, our capital-intensive core projects are planned for execution via project financing and are structured in such a way to avoid dilution. For the period ended December 31, 2025, we recorded revenue of $59,124, compared with $617,115 in the prior period, and a net loss of $551,294. We are involved in legal proceedings arising in the ordinary course of business from time to time, and management does not currently believe any pending matter is material to the financial statements. Additional information regarding our history, corporate structure, and material agreements is set forth at [COMPLETE: description of corporate history and material agreements].

Risk factors

We are in the development and early commercialization phase of our clean-energy technology business and have a limited operating history on which to evaluate our prospects. HyOrc Corporation is in the development and early commercialization phase of its clean-energy technology business. During 2024, we recognized our first revenue primarily from technical service activities through our subsidiary SRE Power, and we remain in the development stage with limited revenue while we continue to focus on advancing our hydrogen engine, waste-to-methanol, and locomotive retrofit technologies. For the period ended December 31, 2025, our revenue was $59,124 and we incurred a net loss of $551,294. Revenue declined 90.4% from $617,115 in the prior period, reflecting the absence of large technical service contracts. We have an accumulated deficit of $8,767,534. We expect to continue incurring operating losses in the near term as we advance pilot projects and pursue commercialization, and there can be no assurance that we will achieve or sustain profitability.

Our liquidity is limited and we will require additional capital to fund our operations. Our cash and cash equivalents were $19,417 at period end, a decrease of 89.0% from $176,016 in the prior period. Although we reduced general and administrative expenses by 68.1% to $324,937 and other operating expenses by 75.7% to $299,999, our cash balance remains well below our annual operating expense levels. We may be unable to obtain additional financing on acceptable terms or at all, and any equity financing could dilute existing stockholders. [COMPLETE: description of planned financing sources and management's going concern assessment]. Goodwill of $15,755,344 and other intangible assets, net, of $3,604,558 represent a substantial portion of our total assets, and any impairment of these assets could materially reduce our total stockholders' equity of $21,720,860. Our primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments, and changes in interest rates could affect the value of and income from these holdings.

The commercial success of our technologies is uncertain and subject to significant competitive and execution risks. The success of our products depends on adoption by customers who have historically relied on diesel, natural gas, or grid power, and customers may be reluctant to adopt new technologies due to perceived risk, cost, or lack of familiarity. If adoption is slower than anticipated, our revenue and growth will be adversely affected. We compete against established technologies including PEM fuel cells supported by significant investment, battery-electric systems, and conventional diesel and gas engines, and many of our competitors have greater financial, technical, and manufacturing resources than we do. If these competitors succeed in improving efficiency or lowering costs, our products may not achieve significant market share. In addition, delays, cost overruns, or cancellations could materially harm our financial position.

We are also exposed to regulatory, legal, and governance risks that could adversely affect our business. Our operations are subject to complex and evolving regulations across multiple jurisdictions; for example, methanol projects depend on renewable fuel standards in the EU, while hydrogen deployment depends on government incentives and mandates in India and Europe. Any reduction or elimination of these standards, incentives, or mandates could reduce demand for our products and impair our ability to execute our strategy. Although we do not currently have material foreign currency or commodity price exposure, expansion of our international projects could expose us to such risks in the future. We are involved in legal proceedings arising in the ordinary course of business from time to time, and while management does not currently believe any pending matter is material to the financial statements, the outcome of litigation is inherently uncertain and could divert management attention and resources. Management evaluated our disclosure controls and procedures as of the end of the period and concluded they were effective at the reasonable assurance level, and no changes materially affected internal control over financial reporting during the quarter; however, any future failure to maintain effective controls could result in misstatements in our financial reporting and a loss of investor confidence.

Management's discussion and analysis

HyOrc Corp is a public reporting company classified under Services-Engineering Services. The following discussion compares our results of operations for the period ended December 31, 2025 with the comparable prior-year period and should be read together with our financial statements and the related notes. Revenue for the current period was $59,124, compared with $617,115 in the prior period, a decrease of 90.4%. The decline in revenue was primarily attributable to [COMPLETE: description of the drivers of the revenue decrease, including any completed, delayed, or discontinued engagements]. Accounts receivable increased to $36,541 from $0 in the prior period, reflecting [COMPLETE: description of billing and collection activity underlying the receivable balance].

General and administrative expenses decreased 68.1% to $324,937 from $1,017,191 in the prior period, driven primarily by [COMPLETE: description of the specific reductions in personnel, professional fees, or other administrative costs]. Other operating expenses decreased 75.7% to $299,999 from $1,232,088 in the prior period, primarily as a result of [COMPLETE: description of the drivers of the reduction in other operating expenses]. Other income, net, contributed $73,642 in the current period, compared with none in the prior period, and other income statement items reflected a charge of $59,124 in the current period, compared with none in the prior period, relating to [COMPLETE: description of the components of other income and other income statement items]. As a result, we recorded a net loss of $551,294 for the period, and basic earnings per share was $0 based on weighted-average basic shares outstanding of 733,383,149. Our accumulated deficit increased to $8,767,534 from $8,216,241 in the prior period.

Cash and cash equivalents were $19,417 at December 31, 2025, compared with $176,016 at the end of the prior period, a decrease of 89.0%, reflecting cash used to fund operating activities during the period. Accounts payable and accrued liabilities decreased 90.6% to $15,000 from $160,168, and total liabilities were $15,000 at period end, while total equity was $21,720,860. Additional paid-in capital increased 0.3% to $29,645,364 from $29,563,797, and common stock increased 1.2% to $737,090 from $728,194, reflecting [COMPLETE: description of equity issuances or other capital transactions during the period]. Other noncurrent assets decreased 14.1% to $2,320,000 from $2,700,000, while goodwill of $15,755,344 and other intangible assets, net, of $3,604,558 were unchanged from the prior period. Our primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments, and we do not have material foreign currency or commodity price exposure. We have historically funded our operations through [COMPLETE: description of historical funding sources], and management believes that [COMPLETE: statement as to whether existing cash and available resources are sufficient to fund operations for at least the next twelve months, and any plans to raise additional capital]. Our ability to continue to fund operations will depend on our success in generating revenue and obtaining additional financing on acceptable terms, and there can be no assurance that such financing will be available when needed.

Directors, executive officers, and corporate governance

Our board of directors currently consists of [COMPLETE: number of directors] director(s). Daniel S. Mckinney serves as our President and Chief Executive Officer and as a director. Mr. Mckinney is [COMPLETE: age] years old and has served in these positions since [COMPLETE: date first elected or appointed]. [COMPLETE: business experience during the past five years and specific experience, qualifications, attributes or skills that led to the conclusion that Mr. Mckinney should serve as a director]. All of our directors and executive officers as a group comprise one person, who beneficially owns 248,900 shares, representing less than 1% of the class. There are no family relationships among our directors or executive officers, and [COMPLETE: involvement in legal proceedings during the past ten years, if any]. Our directors hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified, and our executive officers serve at the discretion of the board of directors.

Because Mr. Mckinney serves as our President and Chief Executive Officer, he is not considered an independent director under [COMPLETE: independence standard applied, e.g., the listing standards of a specified national securities exchange]. [COMPLETE: independence determinations for any other directors, informed by director and officer questionnaire responses]. [COMPLETE: description of audit, compensation and nominating committees, or a statement that the board has not established such committees and the reasons therefor, together with any audit committee financial expert determination]. [COMPLETE: description of code of ethics, if any, and how it may be obtained].

Based solely on our review of the copies of Section 16(a) reports furnished to us and written representations from our reporting persons, we believe that during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were satisfied on a timely basis. [COMPLETE: counsel to confirm Form 3 compliance for the one insider record lacking a became-insider date, which was excluded from Form 3 testing].

Certain relationships and related transactions

HyOrc Corp reviews transactions with related persons on the basis of annual director and officer questionnaires completed by each of our directors and executive officers. Based on the responses to those annual questionnaires for the period ended December 31, 2025, no reportable related party transactions were identified. Accordingly, since the beginning of our last fiscal year there has been no transaction, and there is no currently proposed transaction, in which we were or are to be a participant and in which any related person had or will have a direct or indirect material interest of the type required to be disclosed under Item 404 of Regulation S-K, other than as may be described elsewhere in this registration statement.

Our related persons for purposes of this review include Daniel S. McKinney, our President and Chief Executive Officer, who serves as both a director and an officer of the Company. The annual questionnaires completed by our insiders did not report any transactions, arrangements or relationships with the Company, its subsidiaries or their affiliates that would require disclosure. Any compensation paid to Mr. McKinney in his capacity as an executive officer or director is described under the caption "Executive Compensation" and is not repeated here.

Our board of directors is responsible for reviewing and approving or ratifying any transaction with a related person in accordance with [COMPLETE: description of the Company's written or unwritten related person transaction policy, including the standards applied and the persons responsible for approval]. [COMPLETE: statement regarding director independence, identifying each director the board has determined to be independent and the independence standards applied, and noting that Mr. McKinney is not independent by reason of his service as President and Chief Executive Officer]. We intend to continue to obtain annual questionnaires from our directors and executive officers and to update this disclosure as required in future filings.