10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended March 31, 2013

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

For the transition period from ___________ to ______________

P2 SOLAR, INC.

 (Exact name of registrant as specified in its charter)

Delaware	333-91190	98-0234680
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
UNIT 204, 13569 - 76 AVENUE SURREY, BRITISH COLUMBIA, CANADA, V3W 2W3
(Address of principal executive offices)
Registrant’s telephone number, including area code: (604) 592-0047

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:    

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [] Yes [X ] 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 [X ] 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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). [X] Yes [  ] No.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not  contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]  (Do not check if a smaller reporting company)	Smaller reporting company [ X ]

1

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes  [X ] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of the last business day of the registrant’s most recently completed first fiscal quarter. $1,425,600.

As of June 7, 2013, the Company had 59,613,179 shares issued and outstanding.

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PART I

ITEM 1.

BUSINESS

Organizational Development

P2 Solar, Inc., a Delaware corporation (hereinafter referred to as “we”, “us”, the “Company”, “P2” or the “Registrant”) has been in existence as a Company (including our predecessor British Columbia Corporation) since 1990.   As discussed more fully below, the Company’s current business operations are focused on the construction of solar and hydro power plants located in India and 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 a 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 in the end of 2008.  Subsequent to the Company’s domestication to Delaware, on June 3, 2004, the Company changed its name to Natco International, Inc. On March 11, 2009, the Company changed its name to P2 Solar, Inc.

Business of the Company

As discussed more fully below, the Company’s current business operations are focused on the construction of solar and hydro power plants located in Canada, and India.  The Company is currently a development stage company.

Canada

On March 1, 2013, Canada Ticket, Inc., (“CanadaTicket”) a Canadian company, engaged the Company to design and install a 53 kilowatt solar photovoltaic system (the “PV System”) on the roof top of CanadaTicket’s office located in Langley British Columbia.  The PV System designed by the Company is based on the equipment standards of the Ontario feed-in-tariff program.  The contract with CanadaTicket is for approximately $158,900 and we expect to install and commission the PV System in the summer of 2013.  The contract is payable in two installments, 50% upfront (already paid) and 50% at completion. Once installed, CanadaTicket will assume ownership of the PV System, but the Company will continue to provide operations and maintenance service over time under the terms of a maintenance agreement to be negotiated and signed.  We anticipate that the majority of the power generated by the PV System will be used by Canada Ticket, but any day to day surplus of power will be fed into British Columbia Hydro’s grid under the latter’s net-metering program.  This project marks a significant milestone for P2 Solar as it is our first project in Canada.  The project itself will be notable as we estimate it will be the largest single solar photovoltaic project connected to the provincial grid, operated by British Columbia Hydro. 

India

During the fiscal year ended March 31, 2013, the Company concentrated a significant amount of its resources and efforts on developing solar Photo Voltaic (“PV”) and hydro projects in India.  The Company’s management team identified India as an emerging market that offered solar PV and hydro investment returns superior to other markets.  Our management spent a significant amount of time in India reviewing dozens of projects, ultimately settling on two hydro projects and one solar project that we determined were worth pursuing. As discussed in detail in the Subsequent Event section below, subsequent to our year end, the Company, through an affiliated entity, Jagat Energy Pvt. Ltd., an Indian corporation, acquired the rights to two hydro projects and, as of the date of this Form 10-K, is negotiating with the Indian government officials to acquire an additional solar project as well.  

3

Employees

As of the date of this Form 10-K, we do not have any full or part-time employees.  All work relating to the Company is carried on by the Company’s management.

Reports to Security Holders

We file 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 we file 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 we file electronically.  The address for the SEC Internet site is http://www.sec.gov.

Subsequent Events

As of March 31, 2013, the Company, through its partial ownership interest in Solarise Power, Inc. (“Solarise”), a privately owned Nevada corporation, was involved in the research and development of solar panel technology.  Solarise specializes in the development of solar panel technology, specifically the manufacture of solar panels utilizing a technology referred to as the JIL Technology (the “JIL Technology”).  The Company and Solarise have been, for the last two years, working on creating a working prototype of the high efficiency Solar Panel.  All efforts have been unsuccessful. As a result, subsequent to the fiscal year ended March 31, 2013, effective as of May 10, 2013, the Company and Solarise have agreed in principal to cancel the Company’s 1,000,000 preferred shares owned by Solarise in exchange for 1,004,999 Solarise common shares owned by the Company, effectively reversing the transaction that was consummated on September 6, 2010.  The agreement in principal has been approved at a meeting of the shareholders of Solarise, and is subject to approval by the Company’s board of directors.  Once the agreement in principal is approved and finalized the Company will have no further ties with Solarise or the panel it was trying to develop.

Subsequent to the period ended March 31, 2013, the Company, through an affiliated entity, Jagat Energy Pvt. Ltd. (“Jagat”), an Indian corporation, acquired the rights to develop and construct two hydro projects located in Ludhiana, Punjab, India, and, as of the date of this Form 10-K is also negotiating with the Indian government officials to acquire the additional solar project identified below.  At the present time, we do not have a direct ownership interest in Jagat.  However, through contractual arrangements between the Company, Jagat and two shareholders of Jagat, we control Jagat and it is considered to be our operating affiliate because we are able to exert effective control over it and to receive all of the economic benefits derived from its business operations. 

Details of the two hydro projects and the one solar project are as follows:

(i)

Construction of a 700 kilowatt  hydro project on an irrigation canal:

·

Purchase price: 1.55 million INR (approx. $16,000)

·

Location: Sidhwan irrigation canal in Rajgarh located in Ludhiana, Punjab, India

(ii)

 Construction of an additional 500 kilowatt project a few kilometers downstream from the 700 kilowatt project on irrigation canal:

·

Purchase price: 1.55 million INR (approx. $16,000)

·

Location: Sidhwan irrigation canal in Tibba located in Ludhiana, Punjab, India

(iii)

 1 Megawatt solar project on top of irrigation canal:

·

Purchase Price: To be determined

4

·

Location: Sidhwan irrigation canal in Ludhiana, Punjab, India

The 1MW canal solar project is the first phase of the project which we anticipate will ultimately expand to 7-10 MW at the same site.  The technology to be deployed in all projects is standard off the shelf equipment.  We do not anticipate any technology risks.  Based on current timelines, P2 will commission the solar project in India during the fourth quarter of 2013.  The hydro project has a longer build time, of approximately 10 months; accordingly we anticipate that it will be operational spring of 2014.

ITEM 1A.

RISK FACTORS.

Not Applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not Applicable.

ITEM 2.

 PROPERTIES.

Our principal office is located at Unit 204, 13569 – 76 Avenue, Surrey, British Columbia, Canada, V3W 2W3.  As of September 1, 2007 the Company has leased offices at #204, 13569 - 76^th Avenue, Surrey, BC, Canada.  Total space is 750 square feet for total rent of $1000.00 per month.  The lease for the Company’s principal office lease will expire on August 31, 2013.

ITEM 3.

LEGAL PROCEEDINGS.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not Applicable.

PART II

ITEM 5.

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

Market Information.  

The Company’s shares trade on the OTCBB under the symbol “PTOS.”   The following table sets forth the high and low bid prices of our common stock (USD) for the last two fiscal years and subsequent interim period, as reported by the National Quotation Bureau and represents inter dealer quotations, without retail mark-up, mark-down or commission and may not be reflective of actual transactions:

	(U.S. $)
2011	HIGH	LOW
Quarter Ended March 31	$0.15	$0.06
Quarter Ended June 30	$0.15	$0.06
Quarter Ended September 30	$0.29	$0.08
Quarter Ended December 31	$0.10	$0.05
2012	HIGH	LOW

5

Quarter Ended March 31	$0.15	$0.06
Quarter Ended June 30	$0.07	$0.03
Quarter Ended September 30	$0.04	$0.012
Quarter Ended December 31	$0.02	$0.003
2013	HIGH	LOW
Quarter Ended March 31	$0.027	$0.12

Holders.  

As of March 31, 2013 there were 57,113,179 shares of common stock issued and outstanding and approximately 63 shareholders of record.  

Dividends.  

The Company has not declared or paid any cash dividends on its common stock during the fiscal years ended March 31, 2013 or 2012.  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

ITEM 6.

 SELECTED FINANCIAL DATA.

Not Applicable.  

ITEM 7.

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

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 OUR PLANS AND OBJECTIVES 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.

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Background and Overview

P2 Solar, Inc., a Delaware has been in existence as a Company (including our predecessor British Columbia Corporation) since 1990.   As discussed more fully below, the Company’s current business operations are focused on the construction of solar and hydro power plants located in India, and Canada.  The Company is currently a development stage company.

As discussed more fully below, the Company’s current business operations are focused on the construction of solar and hydro power plants located in Canada, and India.  The Company is currently a development stage company.

Canada

On March 1, 2013, Canada Ticket, Inc., (“CanadaTicket”) a Canadian company, the Company to design and install a 53 kilowatt solar photovoltaic system (the “PV System”) on the roof top of CanadaTicket’s office located in Langley British Columbia.  The PV System designed by the Company is based on the equipment standards of the Ontario feed-in-tariff program.  The contract with CanadaTicket is for approximately $158,900 and we expect to install and commission the PV System in the summer of 2013.  The contract is payable in two installments, 50% upfront (already paid) and 50% at completion. Once installed, CanadaTicket will assume ownership of the PV System, but the Company will continue to provide operations and maintenance service over time under the terms of a maintenance agreement to be negotiated and signed.  We anticipate that the majority of the power generated by the PV System will be used by Canada Ticket, but any day to day surplus of power will be fed into British Columbia Hydro’s grid under the latter’s net-metering program.  This project marks a significant milestone for P2 Solar as it is our first project in Canada.  The project itself will be notable as we estimate it will be the largest single solar photovoltaic project connected to the provincial grid, operated by British Columbia Hydro. 

India

During the fiscal year ended March 31, 2013, the Company concentrated a significant amount of its resources and efforts on developing solar Photo Voltaic (“PV”) and hydro projects in India.  The Company’s management team identified India as an emerging market that offered solar PV and hydro investment returns superior to other markets.  Our management spent a significant amount of time in India reviewing dozens of projects, ultimately settling on two hydro projects and one solar project that we determined were worth pursuing. As discussed in detail in the Subsequent Event section below, subsequent to our year end the Company, through an affiliated entity, Jagat Energy Pvt. Ltd., an Indian corporation, acquired the rights to two hydro projects and, as of the date of this Form 10-K, is negotiating with the Indian government officials to acquire an additional solar project as well.  

Subsequent Events

As of March 31, 2013, the Company, through its partial ownership interest in Solarise Power, Inc. (“Solarise”), a privately owned Nevada corporation, was involved in the research and development of solar panel technology.  Solarise specializes in the development of solar panel technology, specifically the manufacture of solar panels utilizing a technology referred to as the JIL Technology (the “JIL Technology”).  The Company and Solarise have been, for the last two years, working on creating a working prototype of the high efficiency Solar Panel.  All efforts have been unsuccessful. As a result, subsequent to the fiscal year ended March 31, 2013, effective as of May 10, 2013, the Company and Solarise have agreed in principal to cancel the Company’s 1,000,000 preferred shares owned by Solarise in exchange for 1,004,999 Solarise common shares owned by the Company, effectively reversing the transaction that was consummated on September 6, 2010.  The agreement in principal has been approved at a meeting of the shareholders of Solarise, and is subject to approval by the Company’s board of directors.  Once the agreement in principal is approved and finalized the Company will have no further ties with Solarise or the panel it was trying to develop.

7

Subsequent to the period ended March 31, 2013, the Company, through an affiliated entity, Jagat Energy Pvt. Ltd. (“Jagat”), an Indian corporation, acquired the rights to develop and construct two hydro projects located in Ludhiana, Punjab, India, and, as of the date of this Form 10-K is also negotiating with the Indian government officials to acquire the additional solar project identified below.  At the present time, we do not have a direct ownership interest in Jagat.  However, through contractual arrangements between the Company, Jagat and two shareholders of Jagat, we control Jagat and it is considered to be our operating affiliate because we are able to exert effective control over it and to receive all of the economic benefits derived from its business operations. 

Details of the two hydro projects and the one solar project are as follows:

(i)

Construction of a 700 kilowatt  hydro project on an irrigation canal:

·

Purchase price: 1.55 million INR (approx. $16,000)

·

Location: Sidhwan irrigation canal in Rajgarh located in Ludhiana, Punjab, India

(ii)

Construction of an additional 500 kilowatt project a few kilometers downstream from the 700 kilowatt project on irrigation canal:

·

Purchase price: 1.55 million INR (approx. $16,000)

·

Location: Sidhwan irrigation canal in Tibba located in Ludhiana, Punjab, India

(iii)

 1 Megawatt solar project on top of irrigation canal:

·

Purchase Price: To be determined

·

Location: Sidhwan irrigation canal in Ludhiana, Punjab, India

The 1MW canal solar project is the first phase of the project which we anticipate will ultimately expand to 7-10 MW at the same site.  The technology to be deployed in all projects is standard off the shelf equipment.  We do not anticipate any technology risks.  Based on current timelines, P2 will commission the solar project in India during the fourth quarter of 2013.  The hydro project has a longer build time, of approximately 10 months; accordingly we anticipate that it will be operational spring of 2014.

Results of Operation

As of March 31, 2013, the Company remained in the development stage and had not generated any revenue from operations.  As a result, no meaningful comparison is possible regarding results of operation for the fiscal year ended March 31, 2013 as compared to the fiscal year ended March 31, 2012.

Liquidity and Capital Resources

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our financial condition for the twelve months ended March 31, 2013. The following summary should be read in conjunction with the financial statements and accompanying notes to them included elsewhere in this report.  Our financial statements are stated in US Dollars and are prepared in accordance with generally accepted accounting principals of the United States (“GAAP”).

During the fiscal year ended March 31, 2013, the Company did not have any sales or generate any revenues.  As of March 31, 2013, the Company’s audited balance sheet reflects total assets of $75,154, as compared to total assets of $12,093 during the fiscal year ended March 31, 2012, an increase of $63,061 or approximately 521%.  The increase was primarily attributable to the fact that in March 2013, the Company acquired two hydro projects and thereby experienced a slight increase in its assets for the fiscal year ended March 31, 2013, as compared to the fiscal year ended March 31, 2012.

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As of March 31, 2013, the Company’s audited balance sheet reflects total liabilities of $576,597.  The Company has cash on hand of $2,894 and a deficit accumulated during the development stage of $8,747,418.  

The Company does not have sufficient assets or capital resources to pay its on-going expenses.  Additionally, the Company does not currently have the funds necessary to proceed with the development of a power plant in India. To date, the Company has primarily financed its operations through equity investment from investors, shareholder loans, and credit facilities from Canadian chartered banks and increases in payables and share subscriptions. Most of the financing has been debt financing from related and un-related parties.  The Langley project that is being built for a client will be paid for that client and will also provide first income for the company. Currently, our estimated fixed costs at this time are approximately $5500 per month; that figure includes $1000 for lease payments, $500 for utilities, $3,000 for loan interest and principle payments, and $1,000 for miscellaneous expenses. We will have to raise approximately $5500 per month to cover operating expenses, and additional funds to cover expenses of the two acquired projects in India to establish the two power plants.

The Company estimates that the total aggregate costs for the construction of the two hydro projects will be approximately $3.7 million dollars.  The hydro project in Rajgarh located in Ludhiana, Punjab, India is estimated to cost $2.2 million and the hydro project in Tibba located in Ludhiana, Punjab, India Tibba $1.5 million.   The Company anticipates that it will attempt to raise the money from local individual investors by selling convertible preferred shares.  We are currently working on the terms of the preferred shares. Furthermore, we have had preliminary discussions with a number of groups regarding the financing; we are hopeful that we will be able to obtain financing.  However, there is no guarantee that we will be successful in raising any additional capital.  If we are unable to finance the Company by debt or equity financing, or a combination of the two, we will have to look for other sources of funding to meet our requirements.  That source has not yet been identified.   

Our 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. Our future operations 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 we will be successful. If we are not, we will be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy working capital and other cash requirements.

Off Balance Sheet Arrangements

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

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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

9

P2 SOLAR, INC.

AUDITED FINANCIAL STATEMENTS

FOR THE FISCAL YEAR ENDED MARCH 31, 2013 and 2012

	Page
Report of Independent Registered Public Accounting Firm	11
Balance Sheets	12-13
Statements of Operations And Comprehensive Income	14-15
Statements of Stockholders Equity	16-17
Statements of Cash Flows	18-19
Notes to Financial Statements	20-29

10

     

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheets of P2 Solar, Inc. (a development stage Company) (the “Company”) as of March 31, 2013 and 2012, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended March 31, 2013 and for the period since inception through March 31, 2013. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of P2 Solar, Inc. (a development stage Company) as of March 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2013 and for the period since inception through March 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has been in the development stage since its inception and continues to incur significant losses.  The Company’s viability is dependent upon its ability to obtain future financing and the success of its future operations.  These factors raise substantial doubt as to the Company’s ability to continue as a going concern.  Management’s plan in regard to these matters is also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Lake & Associates, CPA’s LLC

Lake & Associates, CPA’s LLC

Schaumburg, Illinois

June 27, 2013

11

P2 Solar Inc.
Balance Sheet
Expressed in U.S Dollars
		March 31, 2013	March 31, 2012
		(Audited)	(Audited)
ASSETS
Current Assets
	Cash	2,894	4,857
	Prepaid Assets	7,236	7,236
	Total Current Assets	10,130	12,093
Long Term Assets
	Hydro Projects	65,024	-
Total Assets		75,154	$       12,093
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts Payable	91,188	88,385
	Unearned Income	80,721	-
	Accrued Liabilities	17,839	10,000
	Loan Payable	121,370	111,370
	Due to Related Parties	265,479	133,447
	Total Current Liabilities	576,597	343,202
	Total Liabilities	576,597	343,202
Stockholders' Equity

12

	Authorized:
	500,000,000 Common Shares, with a par value $0.001,
	5,000,000 preferred shares with a par value $0.001
	Issued:
	Common shares - issued	$              57,288	$              57,288
	Additional Paid-in Capital	6,229,883	6,175,240
	Preferred Shares Issued :
	Paid in Capital	1,000	1,000
	Additional Paid in Capital Preferred Shares	2,268,900	2,268,900
	Share Subscriptions	-	40,375
	Other Comprehensive Income (Loss)	(311,596)	(307,438)
	Deficit Accumulated during Development Stage	(8,747,418)	(8,566,473)
	Total Stockholders' Equity	(501,443)	(331,109)
Total Liabilities and Stockholders' Equity		75,154	$       12,093
The accompanying notes are an integral part of these statements

13

P2 Solar Inc.
Statements of Operations
Expressed in U.S Dollars
		Twelve Months Ending	Twelve  Months Ending	Since Inception
		March 31,	March 31,	March 31,
		2013	2012	2013
Income
	Sales	$                          -	$                          -	$                          -
	Cost of Sales	-	-	-
	Gross Profit	$                          -	$                          -	$                          -
Operating Expenses
	Advertising and Promotion	2,079	115,566	175,126
	Bank Charges	1,442	1,788	8,116
	Consulting Fees	-	304,091	919,039
	Legal and Accounting	47,663	183,337	442,910
	Rent	11,840	12,340	57,744
	Salaries and Benefits	74,974	75,407	358,915
	Office and Other	10,090	10,622	43,436
	Telephone and Utilities	3,383	2,794	16,412
	Travel and Trade Shows	13,660	48,460	135,247
	Warrants & Option Expenses	14,768	20,780	491,601
	Currency Exchange Loss (Gain)	270	6,222	6,768
	Impairment Loss	-	1,806,356	4,306,356
	Total Expenses	180,169	2,587,763	6,961,670
				-
Net Loss from Operations		(180,169)	(2,587,763)	(6,961,670)
Other Items
	Interest Expense	(776)	(637)	(87,821)
		(776)	$                       (637)	$                (87,821)
Net Loss before Tax		(180,945)	(2,588,400)	(7,049,491)
	Income Tax	-	-	(6,418)

14

Net  Loss		(180,945)	(2,588,400)	(7,055,909)
				-
	Other Comprehensive Income	(4,158)	(9,946)	120,788
Net Loss and Comprehensive loss		$                 (185,103)	$                (2,598,346)	$          (6,935,121)
Basic and Diluted
	(Loss) per Share	(0.00)	$                        (0.05)	$                    (0.12)
Weighted Average
Number of Shares		57,628,590	54,538,932	57,838,179
The accompanying notes are an integral part of these statements

15

P2 Solar Inc.
Statements of Shareholders Equity
Expressed in U.S Dollars
		Common	Common	Additional	Preferred	Preferred	Additional	Shares	Other	Deficit	Total
		Shares	Shares	Paid-In	Shares	Shares	Paid-In	Subscribed	Comprehensive
		(Number)	(Amount)	Capital	(Number)	(Amount)	Capital		Income (Loss)
	Balance (deficiency)    March 31, 2009	36,881,817	36,881	2,795,722	$		$	0	$       (106,108)	(2,186,085)	540,410
	Shares Issued	15,934,203	15,934	1,533,482							1,549,416
	Shares Cancelled	(8,915,871)	(8,916)								(8,916)
	Converted Share Equity	3,797,189	3,797	375,922							379,719
	Shares Issued for Service	450,000	450	67,050							67,500
	Warrant and Option expense			361,426							361,426
	Share subscription							24,000			24,000
	Change in foreign currency translation adjustment								(245,390)		(245,390)
	Net loss									(852,453)	(852,453)
											-
	Balance (deficiency)  Mar.31, 2010	33,097,589	33,097	3,944,571				24,000	(351,498)	(3,038,538)	611,632
	Shares Issued	884,454	885	344,451							345,336
	Cancelled share subscription							(24,000)			(24,000)
	Shares Issued	16,257,258	16,257	1,596,613							1,612,870
	Shares for services	2,873,332	2,873	103,509							106,382
	Warrant and Option Expense			94,627							94,627
	Share Subscription							32,000			32,000
	Change in foreign currency translation adjustment								54,006		54,006

16

Net loss									(2,939,535)	(2,939,535)
										-
Balance (deficiency) March 31, 2011	52,228,179	52,228	5,739,320	1,000,000	1,000	2,268,900	32,000	(297,492)	(5,978,073)	1,817,883
Cancelled share subscription							(32,000)			(32,000)
Shares Issued	520,000	470	45,730							46,200
Shares for services	4,590,000	4,590	369,410							374,000
Warrant and Option Expense			20,780							20,780
Share Subscription							40,375			40,375
Change in foreign currency translation adjustment								(9,946)		(9,946)
Net loss									(2,588,400)	(2,588,400)
Balance (deficiency) March 31, 2012	57,338,179	57,288	6,175,240	1,000,000	1,000	2,268,900	40,375	(307,438)	(8,566,473)	(331,109)
Cancelled share subscription							(40,375)			(40,375)
Shares Issued	500,000	500	39,875							40,375
Shares for services
Warrant and Option Expense			14,768							14,768
Share Subscription
Change in foreign currency translation adjustment								(4,158)		(4,158)
Net loss									(180,945)	(180,945)
Balance (deficiency) March 31, 2013	57,838,179	57,788	6,229,883	1,000,000	1,000	2,268,900		(311,596)	(8,747,418)	(501,443)
The accompanying notes are an integral part of these statements

17

P2SOLAR
Statement of Cash Flows
Expressed in U.S Dollars
		Twelve Months Ended	Twelve Months Ended	(Inception) to
		31-Mar	31-Mar	31-Mar
		2013	2012	2013
Operating Activities
	Net (Loss)	(180,945)	$            (2,588,400)	$        (7,055,909)
	Adjustments to reconcile Net (Loss)
	Common Stock issued for Services		374,000	720,382
	Warrants & Option Expenses	14,768	20,780	491,601
	Loss on Loan		1,763,837	1,763,837
	Interest Due to Related Parties		658	82,601
	Wages Accrued to Director	74,974	75,407	358,915
	Loss on Fixed Assets		-	2,500,000
	Changes in Current Assets
	(Increase)/Decrease in Accounts Receivable
	Interest Receivable		-	(196,580)
	Prepaid expense		142,080	145
	Changes in Current Liabilities
	Increase/(Decrease) in Accounts Payable	2,804	10,609	(5,653)
	Increase/(Decrease) in Accrued Liabilities	7,839		(62,580)
	Increase/(Decrease) in Deferred Income	80,721		80,721
	Net Cash Provided by Operating Activities	160	(201,030)	(1,322,521)
Investment Activities
	Investment in Hydro Projects	(65,024)	-	65,024
	Solar Panel License		-	(230,000)
	Loan to PVC		-	-
	Net Cash (Used) by Investment Activities	(65,024)	-	(295,024)
Financing Activities
	Bank Indebtedness		-	(17,734)
	Due to Related party	57,058	(30,780)	(60,624)
	Security for Legal Costs PVT		(103,135)	-
	Loans Payable	10,000	70,570	(696,578)
	Loans Payable Converted to Shares		,	(18,456)
	Performance Bond	-	15,171	-

18

	Proceeds from Subscriptions Receivable	-	40,375	96,375
	Conversion of Related Party Debts		-	(20,690)
	Issuance of Preferred Shares		-	-
	Proceeds from sale of Common Stock	-	14,200	2,022,682
	Net Cash Provided by Financing Activities	67,058	212,671	1,304,975
	Foreign Exchange	(4,158)	(9,946)	315,464
Change in cash and cash equivalents		(1,963)	1,695	2,894
Cash, Beginning of Period		4,857	3,162	-
Cash, End of Period		2,894	$                    4,857	$2,894
Supplemental Information:
	Interest Paid	776	20	$7,369
	Income Taxes Paid		-	$4,386
Non-cash investing and financing activities
	Common stock issued in connection with:
	Services		374,000	$          2,267,298
	Warrants		$                    20,780	$             476,833
	Conversion of notes payable			$          1,082,590
	Director's Debt			$             800,000
	Preferred stock issued in connection with  investment			$          2,269,900
The accompanying notes are an integral part of these statements

19

P2 Solar, Inc.

Development Stage Company

Notes to Financial Statements

March 31, 2013 and 2012

Expressed in US Dollars

1.

Nature of Operations and Going Concern

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 the Natco International Inc. to P2 Solar, Inc. The Company is in the development stage and has had no revenue since inception.  The Company’s current business operations are focused on the construction of solar and hydro power plants located in Canada, and India.  The Company is currently a development stage company.

On March 1, 2013, Canada Ticket, Inc., (“CanadaTicket”) a Canadian company, the Company to design and install a 53 kilowatt solar photovoltaic system (the “PV System”) on the roof top of CanadaTicket’s office located in Langley British Columbia.  The PV System designed by the Company is based on the equipment standards of the Ontario feed-in-tariff program.  The contract with CanadaTicket is for approximately $158,900 and we expect to install and commission the PV System in the summer of 2013.  The contract is payable in two installments, 50% upfront (already paid) and 50% at completion. Once installed, CanadaTicket will assume ownership of the PV System, but the Company will continue to provide operations and maintenance service over time under the terms of a maintenance agreement to be negotiated and signed.  We anticipate that the majority of the power generated by the PV System will be used by Canada Ticket, but any day to day surplus of power will be fed into British Columbia Hydro’s grid under the latter’s net-metering program.  This project marks a significant milestone for P2 Solar as it is our first project in Canada.  The project itself will be notable as we estimate it will be the largest single solar photovoltaic project connected to the provincial grid, operated by British Columbia Hydro. 

During the fiscal year ended March 31, 2013, the Company concentrated a significant amount of its resources and efforts on developing solar Photo Voltaic (“PV”) and hydro projects in India.  The Company’s management team identified India as an emerging market that offered solar PV and hydro investment returns superior to other markets.  Our management spent a significant amount of time in India reviewing dozens of projects, ultimately settling on two hydro and one solar project that we believed were worth pursuing. Subsequent to our year end the Company has purchased both hydro projects and is negotiating with the Indian government officials to acquire the solar project additional as well.  Details of the two hydro projects and the one solar project are as follows:

(i)

Construction of a 700 kilowatt  hydro project on an irrigation canal:

·

Purchase price: 1.55 million INR (approx. $16,000)

·

Location: Sidhwan irrigation canal in Ludhiana, Punjab, India

(ii)

Construction of an additional 500 kilowatt project a few kilometers downstream from the 700 kilowatt project on irrigation canal:

·

Purchase price: 1.55 million INR (approx. $16,000)

·

Location: Sidhwan irrigation canal in Ludhiana, Punjab, India

(iii)

1 Megawatt solar project on top of irrigation canal:

20

·

Purchase Price: To be determined

·

Location: Sidhwan irrigation canal in Ludhiana, Punjab, India

The 1MW canal solar project is the first phase of the project which we anticipate will ultimately expand to 7-10 MW at the same site.  The technology to be deployed in all projects is standard off the shelf equipment.  We do not anticipate any technology risks.  Based on current timelines, P2 will commission the solar project in India during the fourth quarter of 2013.  The hydro project has a longer build time, of approximately 10 months; accordingly we anticipate that it will be operational spring of 2014.

These financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company has incurred significant operating losses over the past three years. The Company's continued existence is dependent upon its ability to raise additional capital and to achieve profitable operations through Solarise and financing and building of power plant in India and elsewhere.

If the going concern assumptions were not appropriate for these financial statements, then adjustments would be necessary in the carrying values of assets and liabilities, the reported revenues and expenses and the balance sheet classifications used.

2.

Summary of Significant Accounting Policies

a) Fiscal Period

The Company's fiscal year ends on March 31.

b) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, term deposits and short term highly liquid investments with a term to maturity of less than one year 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 changes in value.

c) Use of Estimates

In conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that could affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the year. Actual results could vary materially from those reported.

d) Foreign Currency Transactions

The Company's functional currency is the Canadian dollar and the reporting currency is the U.S. dollar. Assets and liabilities are translated from the functional to the reporting currency at the exchange rate in effect at the balance sheet date and equity at the historical exchange rates. Revenue and expenses are translated at rates in effect at the time of the transactions. Resulting translation gains and losses are accumulated in a separate component of stockholders' equity - other comprehensive income (loss). Realized foreign currency transaction gains and losses are credited or charged directly to operations.

e) Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is provided annually on the diminishing balance method to write-off the assets over their estimated useful lives as follows:

21

Computer and office equipment - 5 years

Manufacturing equipment - 10 years

f) Income Taxes

Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such asset will not be recovered.

g) Fair value of Financial Instruments

The company's financial instruments consist of accounts receivable, bank indebtedness, accounts payable and amounts due to related parties. Unless otherwise noted, it is management's opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values unless otherwise noted.

h) Stock-Based Compensation

Effective January 1, 2006, the Company adopted the provisions of Accounting Standards Codification (ASC) Topic 718 “Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees' requisite service period (generally the vesting period of the equity grant). Before January 1, 2006, the Company accounted for stock-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and complied with the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based Compensation". The Company adopted SFAS 123(R) using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Accordingly, financial statements for the periods prior to January 1, 2006 have not been restated to reflect the fair value method of expensing share-based compensation. Adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by SFAS 123 (as originally issued) and Emerging Issues Task Force Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in conjunction with Selling, Goods or Services".

i) Revenue Recognition

Revenues are recognized when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the fee is fixed or determinable; and collection is reasonably assured.

j) Advertising Policy

The Company expenses the cost of advertising when incurred.

k) Research and Development

22

Research and development is expensed as incurred.

l) Shipping and Handling

The company includes the cost of shipping and handling as a component of cost of sales in accordance with ASC Topic 605,"Accounting for Shipping and Handling Fees and Costs."

m) Long-Lived Assets

The company monitors the recoverability of long-lived assets, including property, plant and equipment and product rights, based on estimates using factors such as current market value, future asset utilization, business climate and future undiscounted cash flows expected to result from the use of the related assets. The company policy is to record any impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable equal to the excess of the asset's carrying value over its fair value.

n) Loss Per Share

The company computes net loss per common share using ASC Topic 260 "Earnings Per Share" guidance. Basic loss per common share is computed based on the weighted average number of shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding assuming all dilutive potential common shares were issued. There were no dilutive potential common shares at March 31, 2013 and 2012. Because the company has incurred net losses and has no potentially dilutive common shares, basic and diluted loss per share, is the same. Additionally, for the purposes of calculating diluted loss per share, there were no adjustments to net loss.

o) Obligations Under Capital Leases

Leases are classified as either capital or operating. Leases that transfer substantially all of the benefits and risks of ownership of property to the company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded with its related long-term financing. Payments under operating leases are expensed as incurred.

p) Segmented Reporting

ASC Topic 280 "Segment Reporting", changed the way public companies report information about segments of their business in their quarterly reports issued to stockholders. It also requires entity-wide disclosures about the products and services and entity provides, the material countries in which it holds assets and reports revenues and its major customers. The company's sales are generated in one geographical area, Canada. All revenues consist of interest earned on investment.

q) Comprehensive Income

ASC Topic 220, "Comprehensive Income", establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements.

r) Derivative Financial Instruments

The company was not a party to any derivative financial instruments during any of the reported fiscal periods.

s) Recent Accounting Pronouncements

23

In September 2011, the FASB issued ASU 2011-08 which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for goodwill impairment.  If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required.  Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.   We do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

 In July 2012, the FASB amended guidance on the annual testing of indefinite-lived intangible assets for impairment. Under the amended guidance, an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. This guidance will be effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company has determined that this new guidance will not have a material impact on its consolidated financial statements.

In February 2013, the FASB issued guidance on the Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. The guidance requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source (e.g., the release due to cash flow hedges from interest rate contracts) and the income statement line items affected by the reclassification (e.g., interest income or interest expense). If a component is not required to be reclassified to net income in its entirety (e.g., the net periodic pension cost), companies would instead cross reference to the related footnote for additional information (e.g., the pension footnote). This guidance is effective for fiscal and interim reporting periods beginning after December 15, 2012. The adoption of this guidance is not expected to have a material effect on the Company’s consolidated financial statements.

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

3.

Solar Panel License and Share Exchange

24

On September 6, 2010, the Company acquired 1,004,999 shares of restricted common stock of Solarise Power, Inc., a privately owned Nevada corporation (“Solarise”) that specializes in the development of solar panel technology, for a total purchase price of $2,500,000 which was paid as follows: i) consideration in the amount of $250,000; and ii) the issuance to Solarise of 1,000,000 shares of Series A Non-Voting Convertible Preferred Common Stock of the Company. The 1,004,999 shares of Solarise acquired by the Company represent approximately 33.5% of the issued and outstanding shares of common stock of Solarise.

On September 29, 2010, the Company, Lassen, DBK Corp., and Boyd entered into an Agreement pursuant to which the parties agreed to terminate the License Agreement and each of the parties’ respective obligations under the License Agreement. Specifically, all of the licenses granted under the License Agreement were terminated and P2 Solar’s financial obligations under the License Agreement were terminated. The agreed upon effective date of the License Termination Agreement was September 1, 2010

As of March 31, 2011 the Company believes the Investment in Solarise to be fully impaired.  Subsequent to the fiscal year ended March 31, 2013, effective as of May 10, 2013, the Company and Solarise have agreed in principal to cancel the Company’s 1,000,000 preferred shares owned by Solarise in exchange for 1,004,999 Solarise common shares owned by the Company, effectively reversing the transaction that was consummated on September 6, 2010.  The agreement in principal has been approved at a meeting of the shareholders of Solarise, and is subject to approval by the Company’s board of directors.  Once the agreement in principal is approved and finalized the Company will have no further ties with Solarise or the panel it was trying to develop.

4.

Bank Indebtedness

There is no Bank Indebtedness.

5.

Related Party Transactions

Other than as disclosed elsewhere in these financial statements, the following amounts have been recorded as transactions with related parties:

a) Amounts due to related parties are as follows:

	2013	2012
Loans payable to a directors and officers of the company. The loans are unsecured, due on demand and non-interest bearing (2012 – nil%). It is expected that these loans will be repaid within the next 12 months.	57,665	2,079
Wages and bonus payable to a director and officer of the company. This liability is unsecured, due on demand and non-interest bearing (2012 - nil%).	207,813	131,368
	265,479	$ 133,447
Less: Current portion	(265,479)	(133,447)
Long-term portion	$ -	$ -

25

b) Interest expense on amounts due to directors and an officer was $nil (2012 - nil).

c) Salaries and benefits include $76,445 (2012 - $75,407) paid to a director and officer of the Company.

d) As at March 31, 2013, a director and officer of the Company held approximately 27.61% of the issued and outstanding shares of the Company.

6.

Capital Stock

a) Authorized Stock

The company has authorized 500,000,000 common shares with a par value of $0.001 per share. Each common share shall entitle the holder to one vote, in person or proxy on any matter on which action of the stockholder of the corporation is sought. 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.

b) Share Issuances

During the current period, the company issued a total of 500,000 common shares from the treasury to two individuals from subscription received in last fiscal year.

c) Share Subscriptions

At March 31, 2013 there were no outstanding share subscriptions

d) Warrants

No new warrants were issued in this period. 80,000 warrants issued in conjunction with private placements in 2010 expired on March 2013 and further 270,000 warrants expired subsequent to the yearend in April 2013.

e) Stock Options

There were 200,000 options issued to a company consultant for services. As to the total number of Shares with respect to which the Option is granted, the Option shall be exercisable as follows: (i) 50% of the Option (100,000 Shares) in the aggregate may be exercised on or after November 21, 2009 at an Exercise Price of $0.20 per Share; and (ii) 50% of the Option (100,000 Shares) in the aggregate may be exercised on or after November 1, 2010 at an Exercise Price in an amount per Share that is 25% less than the ten day moving average of the Company’s Common Stock immediately prior to November 1, 2010.

The Company has committed to issue to the Chief Executive Officer 67,000 share purchase options every April. These options will be exercisable at $0.10 per share and will expire five years after the date of grant. Further bonus options are available to the Chief Executive Officer. These bonus options entitle the Chief Executive Officer to purchase shares at 20% below the market price up to a value determined by 5% of the amount of annual profits from sales in excess of $2,500,000 up to $3,999,999 and 8% of the amount of annual profits from sales in excess of $4,000,000. To date, sales have not exceeded $2,500,000 and thus no bonus options have been issued.

Under the Black-Scholes pricing model, the fair value of the warrants as of the issuance date was calculated to be $14,768 and $20,780 and charged as warrants expense for the period ended March 31, 2013 and 2012, respectively. The fair value of each option granted is estimated at the respective grant date using the

26

Black-Scholes Option Module. The following assumptions were made in estimating fair value:

	Warrants & options
Expected volatility		1.57
Expected life (year)		4~5
Risk-free interest rate		0.19~ 0.25%
Dividend yield		-

The following table summarizes stock options and warrants outstanding as of March 31, 2013, as well as activity during the twelve months then ended:

	Warrants	Options
Balance, March 31, 2012	1,804,454	200,000
Issued	0	0
Exercised & expired	464,454	0
Balance, March 31, 2013	1,340,000	200,000

The following table provides certain information with respect to the above referenced warrants and options outstanding at March 31, 2013:

	Exercise Price	Number of Outstanding	Weighted Average Exercise Price	Weighted Average Life Years
Warrants	0.42	270,000	0.42	0.1
Warrants	0.25	1,070,000	0.25	1.9
Options	0.2	200,000	0.2	6.60

f) Debt Conversion

No debit conversion in this period

7.

Income Taxes

The Company has accumulated net operating losses for federal income tax purposes of approximately $1,313,952, which may be carried forward and used to reduce taxable income of future years. These losses expire as follows:

2020 $ 180,000

27

2021		117,000
2022		135,000
2023		141,000
2024		97,000
2025		109,000
2026		138,000
2027		29,000
2028		14,000
2029		119,000
2030		89,000
2031		103,000
2032		42,952
	$	1,313,952

The potential future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization. When the future utilization of some portion of the carry forwards is determined not to be "more likely than not," a valuation allowance is provided to reduce the recorded tax benefits from such assets.

8.

Commitments

As of September 1, 2007 the company has leased offices at #204, 13569 - 76^th Avenue, Surrey, BC, Canada. Total space is 750 square feet for total rent of $1,000.00 per month. This lease will expire on August 31, 2013.

9.

Unearned Income

During the quarter the company was engaged to undertake the construction of a 53 KWp solar PV facility for a company based in Canada.  The customer advanced $79,450 to us during the quarter and the company has recorded this amount as Unearned Revenue as the project will be undertaken in a subsequent quarter and hence the revenue has not yet been earned.  We will record the revenue on a percentage of completion basis, but we expect the project to be undertaken and completed in July, 2013 and hence to report all the revenue in that quarter.

10.

Other Significant events

On June 15, 2012, 384,454 warrants exercisable at $0.42 expired.

On March 15, 2012, 80,000 warrants exercisable at $0.42 expired.

On March 3, 2013, company took a deposit of $79,450 from Canada Ticket of Langley BC to build a 53kWh solar Power Plant on their roof.

11.

Subsequent Events

In April 2013 further 270,000 warrants exercisable at $0.42 have expired

On April 15, 2013, the company signed an agreement with Capital Group Communications for 12 months of IR work.

28

On April 15, 2013, the Company signed an agreement with Lagoon Labs LLC for 12 months of IR work.

On May 28, 2013, the Company issued 2,500,000 shares to Capital Group Communications (2,000,000 shares) and Lagoon Labs LLC (500,000 shares) for their service.

As of March 31, 2013, the Company, through its partial ownership interest in Solarise Power, Inc. (“Solarise”), a privately owned Nevada corporation, was involved in the research and development of solar panel technology.  Solarise specializes in the development of solar panel technology, specifically the manufacture of solar panels utilizing a technology referred to as the JIL Technology (the “JIL Technology”).  The Company and Solarise have been, for the last two years, working on creating a working prototype of the high efficiency Solar Panel.  All efforts have been unsuccessful. As a result, subsequent to the fiscal year ended March 31, 2013, effective as of May 10, 2013, the Company and Solarise have agreed in principal to cancel the Company’s 1,000,000 preferred shares owned by Solarise in exchange for 1,004,999 Solarise common shares owned by the Company, effectively reversing the transaction that was consummated on September 6, 2010.  The agreement in principal has been approved at a meeting of the shareholders of Solarise, and is subject to approval by the Company’s board of directors.  Once the agreement in principal is approved and finalized the Company will have no further ties with Solarise or the panel it was trying to develop.

Subsequent to the period ended March 31, 2013, the Company, through an affiliated entity, Jagat Energy Pvt. Ltd. (“Jagat”), an Indian corporation, acquired the rights to develop and construct two hydro projects located in Ludhiana, Punjab, India, and, as of the date of this Form 10-K is also negotiating with the Indian government officials to acquire the additional solar project identified below.  At the present time, we do not have a direct ownership interest in Jagat.  However, through contractual arrangements between the Company, Jagat and two shareholders of Jagat, we control Jagat and it is considered to be our operating affiliate because we are able to exert effective control over it and to receive all of the economic benefits derived from its business operations. 

Details of the two hydro projects and the one solar project are as follows:

(i)

Construction of a 700 kilowatt  hydro project on an irrigation canal:

·

Purchase price: 1.55 million INR (approx. $16,000)

·

Location: Sidhwan irrigation canal in Rajgarh located in Ludhiana, Punjab, India

(ii)

 Construction of an additional 500 kilowatt project a few kilometers downstream from the 700 kilowatt project on irrigation canal:

·

Purchase price: 1.55 million INR (approx. $16,000)

·

Location: Sidhwan irrigation canal in Tibba located in Ludhiana, Punjab, India

(iii)

 1 Megawatt solar project on top of irrigation canal:

·

Purchase Price: To be determined

·

Location: Sidhwan irrigation canal in Ludhiana, Punjab, India

The 1MW canal solar project is the first phase of the project which we anticipate will ultimately expand to 7-10 MW at the same site.  The technology to be deployed in all projects is standard off the shelf equipment.  We do not anticipate any technology risks.  Based on current timelines, P2 will commission the solar project in India during the fourth quarter of 2013.  The hydro project has a longer build time, of approximately 10 months; accordingly we anticipate that it will be operational spring of 2014.

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-K. 

ITEM 9A.    CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  

Internal Control Over Financial Reporting

The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed 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. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or

30

timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

With the participation of the Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the Company's internal control over financial reporting as of March 31, 2013 based upon the framework in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that, as of March 31, 2013, the Company's internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.

There was no change in the Company's internal control over financial reporting during the last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 9B.     OTHER INFORMATION.

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table sets forth, as of March 31, 2013, 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.  

Name	Age	Position
Raj-Mohinder S. Gurm	53	President, Chief Executive Officer, Chief Financial Officer Chairmen of Board of Directors, and Director
Hans Edblad	47	Director
Stephen Sleigh	59	Director

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Biographical Information

Raj-Mohinder 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 the 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 recently completed the acquisition of a Medical Equipment company. 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.

Hans Edblad.  Hans Edblad is 47years 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.

Stephen Sleigh.  Stephen Sleigh is 59years old currently serves as a director of the Company.  Since 2001, Mr. Sleigh has been a Certified General Accountant.  In addition to serving as a director of the Company, Mr. Sleigh has worked as the Controller for Zodiac Hurricane Technologies, Inc., (“Zodiac”) a French owned boat builder since 2001.  As the Controller, Mr. Sleigh handles all maters of accounting for Zodiac, including accounts payable, accounts receivable, and monitoring the company’s capital assets, as well as assisting with the development and maintenance of the company’s budgets.  Mr. Sleigh has a BSc., MSc., and a PhD in Chemistry from the University of Manchester, UK.

Family Relationships

There are no family relationships between any of the current directors or officers of the Company.

Involvement in Certain Legal Proceedings

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

Directorships

None of the Company’s executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Securities exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Code of Ethics

The Company has not yet adopted a code of ethics.  The Company intends to adopt a code of ethics in the near future.  

32

ITEM 11.

EXECUTIVE COMPENSATION.

Executive Compensation

The 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.

						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	2012 2011 2010	75,407 73,462 68,563	-- -- --	-- -- --	0 0 0	-- -- --	-- -- --	-- -- --	73,462 68,563 59,367

Employment Agreements

On December 12, 1999, the Company entered into an employment agreement with Raj-Mohinder Gurm.  Pursuant to the terms of the employment agreement, Mr. Gurm is entitled to annual compensation of $72,000 at a rate of $6,000 per month.    A copy of the employment agreement was filed as Exhibit 10.4 to the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on June 26, 2002, and is hereby incorporated by reference.  

Option Grants in Last Fiscal Year

There were no options granted to anyone for the work he did for the company.

Equity Compensation Plan Information

The Company currently does not have any equity compensation plans.

Director Compensation

The following table provides summary information concerning compensation awarded to, earned by, or paid to any of our directors for all services rendered to the Company in all capacities for the fiscal year ended March 31, 2013:

					Change in
	Fees				Pension
	Earned			Non-Equity	Value and
	And			Incentive	Non-qualified
	Paid in	Stock	Option	Plan	Compensation	All other
Name and	Cash	Award(s)	Award(s)	Compensation	Earnings	Compensation	Total
Principal Position	($)	($)	($)	(#)	($)	($)	($)
Raj Mohinder-Gurm	0	0	0	0	0	0	0
Stephen Sleigh	0	0	0	0	0	0	0
Hans Edblad	0	0	0	0	0	0	0

33

ITEM 12.

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

The following table sets forth, as of March 31, 2013, 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	Amount and Nature of Beneficial Owner	Percent of Class(2)
$.001 Par Value Common Stock	Raj-Mohinder S. Gurm(1) 3718 91st Avenue Surrey, BC, Canada V3V 7X1	15,527,975 Common	27.19%(2)
$.001 Par Value Common Stock	Stephen Sleigh(1) 1330 Harwood St. Suite 1907 Vancouver, BC. Canada V6E 1S8	0	0% (2)
$.001 Par Value Common Stock	Hans Edblad(1) 20 Sara Lane Cold Stream, BC, Canada	234,907	0.41% (2)
$.001 Par Value Common Stock	All officers and directors as a group (3 Persons)	15,762,882	27.61%

(1) Director or Officer of Company

(2)Percentages are calculated based on 57,113,179 shares outstanding as of March 31, 2013.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

As of March 31, 2013, there were no material transactions, or series of similar transactions, during our Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which our 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 us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

Director Independence

The NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission.  These guidelines provide that a director is deemed “independent” only if the board of directors affirmatively determines that the director has no relationship with the company which, in the board’s opinion, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities.  Significant stock ownership will not, by itself, preclude a board finding of independence.

34

For NASDAQ Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing.  The Company’s board of directors may not find independent a director who:

1.

is an employee of the company or any parent or subsidiary of the company;

2.

accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the company’s securities; (c) compensation paid to a family member who is a non-executive employee of the company’ (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;

3.

is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;

4.

is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the company’s securities or (b) payments under non-discretionary charitable contribution matching programs;

5.

is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or

6.

is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit.

Based upon the foregoing criteria, our Board of Directors has determined that Raj-Mohinder S. Gurm is not an independent director under these rules as he is also employed by the Company as its Chief Executive Officer and President, respectively.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

(1)

The aggregate fees billed by Lake & Associates, CPA’s LLC for audit and review of the Company's financial statements were $23,250 for the fiscal year ended March 31, 2013, and $23,250 for the fiscal year ended March 31, 2012.

Audit Related Fees

(2)

Lake & Associates, CPA’s LLC did not bill the Company any amounts for assurance and related services that were related to its audit or review of the Company’s financial statements during the fiscal years ended 2013 and 2012.

Tax Fees

(3)

The aggregate fees billed by Lake & Associates, CPA’s LLC for tax compliance, advice and planning were $0.00 for the fiscal year ended March 31, 2013 and 2012.

35

All Other Fees

 (4)

Lake & Associates, CPA’s LLC did not bill the Company for any products and services other than the foregoing during the fiscal years ended 2013 and 2012.

Audit Committee’s Pre-approval Policies and Procedures

(5)

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

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)  

Exhibits.

3.1(i)	Restated Certificate of Incorporation, incorporated herein by reference to Form SB-2A filed with the U.S. Securities and Exchange Commission on May 14, 2003.
3.1(ii)	Restated Certificate of Incorporation, incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on September 17, 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.
3.2	Bylaws, incorporated herein by reference from Form SB-2A filed with the U.S. Securities and Exchange Commission on May 14, 2003.
10.4	Employment Contract between Spectrum International Inc. and Raj-Mohinder Gurm dated April 22, 1999, incorporated herein by reference from Form SB-2A filed with the U.S. Securities and Exchange Commission on May 14, 2003.
10.5	Indenture between Raj-Mohinder S. Gurm and Spectrum Trading Inc. dated April 30 ,1999, incorporated herein by reference from Form SB-2 filed with the U.S. filed with the U.S. Securities and Exchange Commission on June 26, 2002
10.9	Agreement between the Company International Inc. and Lassen Energy Inc., dated February 19, 2008, incorporated herein by reference from Form 10-KSB filed with the Securities and Exchange Commission on August 12, 2008.
10.10.1	Agreement between the Company International Inc. and Lassen Energy Inc., dated February 19, 2008, incorporated herein by reference from Form 10-KSB filed with the Securities and Exchange Commission on August 12, 2008.
10.10.2	Agreement dated November 19, 2008 by and between the Company International, Inc. and Lassen Energy, Inc., incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on November 26, 2008.
10.11	Amendment to Agreement dated November 25, 2008 by and between the Company International, Inc. and Lassen Energy, Inc., incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on November 26, 2008.

36

10.12	Intellectual Property License Agreement dated November 19, 2008 by and between Lassen Energy, Inc., DBK Corporation, Darry Boyd, and the Company International, Inc., incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on November 26, 2008.
10.13	Amendment to Intellectual Property License Agreement dated November 25, 2008 by and between the Company International, Inc. and Lassen Energy, Inc., incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on November 26, 2008.
10.14	Agreement dated May 7, 2009 by and between P2 Solar, Inc., Lassen Energy, Inc., DBK Corporation, and Darry Boyd, incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on May 13, 2009.
10.15	Agreement dated May 7, 2009 by and between P2 Solar, Inc., and Lassen Energy, Inc., incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on May 13, 2009.
10.16	Agreement dated April 1, 2010 by and between Sinova Holdings Ltd. and P2 Solar, Inc., incorporated by reference from Form 10-K filed with the Securities and Exchange Commission on July 14, 2010.
10.17	Agreement dated April 19, 2010 by and between CCG and P2 Solar, Inc., incorporated by reference from Form 10-K filed with the Securities and Exchange Commission on July 14, 2010.
10.18	License Termination Agreement dated September 29, 2010 by and between P2 Solar, Inc., Lassen Energy, Inc., DBK Corporation, and Darry Boyd, incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on October 4, 2010.
10.19	Option Agreement dated June 30, 2011 by and between P2 Solar, Inc. and JLB Bulgaria, Ltd.
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.*
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.*
32.1	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.*

37

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

SIGNATURES

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

By: /s/ Raj-Mohinder S. Gurm

Raj-Mohinder S. Gurm, Chief Executive Officer

Date:  July 1, 2013

In accordance with Section 13 or 15(d) of the Exchange Act, 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, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Director

Date:  July 1, 2013

By:  /s/ Hans Edblad

Hans Edblad, Director

Date:  July 1, 2013

38

EX-31

Exhibit 31.1

CERTIFICATION

I, Raj-Mohinder S. Gurm, certify that:

1.         I have reviewed this annual report on Form 10-K of P2 Solar, Inc.;

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.         The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a+15(e) and 15d+15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a+15(f) and 15d+15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.         The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  July 1, 2013 /s/ Raj-Mohinder S. Gurm Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION

I, Raj-Mohinder S. Gurm, certify that:

1.         I have reviewed this annual report on Form 10-K of P2 Solar, Inc.;

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.         The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a+15(e) and 15d+15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a+15(f) and 15d+15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.         The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:   July 1, 2013 /s/ Raj-Mohinder S. Gurm Chief Financial Officer

EX-32

Exhibit 32.1

Certification of the President

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report of P2 Solar, Inc. (the "Company") on Form 10-K for the fiscal year ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Raj-Mohinder S. Gurm, the Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Raj-Mohinder S. Gurm
Chief Executive Officer

Date:  July 1, 2013

EX-32

Exhibit 32.2

Certification of the Principal Accounting Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report of P2 Solar, Inc. (the "Company") on Form 10-K for the fiscal year ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Raj-Mohinder S. Gurm, the Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Raj-Mohinder S. Gurm
Chief Financial Officer

Date:  July 1, 2013

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Summary of Significant Accounting Policies: B) Cash and Cash Equivalents (Policies)

12 Months Ended

Mar. 31, 2013

Policies

B) Cash and Cash Equivalents

b) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, term deposits and short term highly liquid investments with a term to maturity of less than one year 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 changes in value.

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Statement of Shareholder Equity (USD $)		Total		Common Shares	Additional Paid in Capital	Preferred Shares	Additional Paid in Capital Preferred Shares	Shares Subscribed	Other Comprehensive Income (Loss)	Deficit	Stockholders' Equity Total
Stockholder Equity at Mar. 31, 2008				$ 20,447	$ 1,092,740			$ 1,384,277	$ (432,384)	$ (1,908,493)	$ 156,588
Stock Issued at Mar. 31, 2008				20,447,614
Cancelled Share Subscription								(1,384,277)			(1,384,277)
Common Stock Issued for Services (value)				500	169,500						170,000
Common Stock Issued for Service (shares)				500,000
Change in Foreign Currency Translation Adjustment									326,276		326,276
Net Loss										(277,592)	(277,592)
Stockholder Equity at Mar. 31, 2009				36,881	2,795,722				(106,108)	(2,186,085)	540,140
Common Stock at Mar. 31, 2009				15,934	1,533,482						1,549,416
Shares Issued at Mar. 31, 2009				36,881,817
Common Stock Issued at Mar. 31, 2009				15,934,203
Stock Issued at Mar. 31, 2009				36,881,817
Cancelled Share Equity				(8,916)							(8,916)
Cancelled Shares				(8,915,871)
Converted Share Equity				3,797	375,922						379,719
Converted Shares				3,797,189
Common Stock Issued for Services (value)				450	67,050						67,500
Common Stock Issued for Service (shares)				450,000
Warrants and Option Expenses					361,426						361,426
Change in Foreign Currency Translation Adjustment									(245,390)		(245,390)
Net Loss										(852,453)	(852,453)
Share Subscription at Mar. 31, 2010								24,000			24,000
Stockholder Equity at Mar. 31, 2010				33,097	3,944,571			24,000	(351,498)	(3,038,538)	611,632
Common Stock at Mar. 31, 2010				15,934	1,533,482						1,549,416
Shares Issued at Mar. 31, 2010				33,097,589
Common Stock Issued at Mar. 31, 2010				15,934,203
Stock Issued at Mar. 31, 2010				33,097,589
Cancelled Share Subscription								(24,000)			(24,000)
Common Stock Issued for Services (value)				2,873	103,509						160,388
Common Stock Issued for Service (shares)				2,873,332
Warrants and Option Expenses					94,627						94,627
Change in Foreign Currency Translation Adjustment									54,006		54,006
Net Loss										(2,939,535)	(2,939,535)
Preferred Stock at Mar. 31, 2011						1,000	2,268,900				2,269,900
Stockholder Equity at Mar. 31, 2011				52,228	5,739,320	1,000	2,268,900	32,000	(297,492)	(5,978,073)	1,817,883
Share Subscription at Mar. 31, 2011								32,000			32,000
Common Stock at Mar. 31, 2011				17,142	1,941,064						1,958,206
Shares Issued at Mar. 31, 2011				52,228,179		1,000,000
Common Stock Issued at Mar. 31, 2011				17,141,712
Preferred Stock Issued at Mar. 31, 2011						1,000,000
Stock Issued at Mar. 31, 2011				52,228,179		1,000,000
Cancelled Share Subscription								(32,000)			(32,000)
Common Stock Issued for Services (value)		374,000		4,590	369,410						374,000
Common Stock Issued for Service (shares)				4,590,000
Warrants and Option Expenses		20,780			20,780						20,780
Change in Foreign Currency Translation Adjustment									(9,946)		(9,946)
Net Loss		(2,588,400)								(2,588,400)	(2,588,400)
Preferred Stock at Mar. 31, 2012	[1]	1,000
Stockholder Equity at Mar. 31, 2012		(331,109)		57,228	6,175,240	1,000	2,268,900	40,375	(307,438)	(8,566,473)	(331,109)
Share Subscription at Mar. 31, 2012		40,375						40,375			40,375
Common Stock at Mar. 31, 2012		57,228	[2]	470	45,730						46,200
Shares Issued at Mar. 31, 2012				57,338,179		1,000,000
Common Stock Issued at Mar. 31, 2012				520,000
Stock Issued at Mar. 31, 2012				57,338,179		1,000,000
Cancelled Share Subscription								(40,375)			(40,375)
Warrants and Option Expenses		14,768			14,768						14,768
Change in Foreign Currency Translation Adjustment									(4,158)		(4,158)
Net Loss		(180,945)								(180,945)	(180,945)
Preferred Stock at Mar. 31, 2013	[1]	1,000
Stockholder Equity at Mar. 31, 2013		(501,433)		57,788	6,229,883	1,000	2,268,900		(311,596)	(8,747,418)	(501,443)
Common Stock at Mar. 31, 2013		$ 57,288	[2]	$ 500	$ 39,875						$ 40,375
Shares Issued at Mar. 31, 2013				57,838,179		1,000,000
Common Stock Issued at Mar. 31, 2013				500,000

[1] Authorised 5,000,000 Preferred Shares, with a par value $0.001 as of March 31, 2013 and March 31, 2012

[2] Authorised 500,000,000 Common Shares, with a par value $0.001, as of March 31, 2013 and March 31, 2012

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Related Party Transactions

12 Months Ended

Mar. 31, 2013

Notes

Related Party Transactions

5. Related Party Transactions

Other than as disclosed elsewhere in these financial statements, the following amounts have been recorded as transactions with related parties:

a)      Amounts due to related parties are as follows:

	2013	2012
Loans payable to a directors and officers of the company. The loans are unsecured, due on demand and non-interest bearing (2012 – nil%). It is expected that these loans will be repaid within the next 12 months.	57,665	2,079
Wages and bonus payable to a director and officer of the company. This liability is unsecured, due on demand and non-interest bearing (2012 - nil%).	207,813	131,368
	$ 265,479	$ 133,447
Less: Current portion	(265,479)	(133,447)
Long-term portion	$ -	$ -

b) Interest expense on amounts due to directors and an officer was $nil (2012 - nil).

c)                  Salaries and benefits include $76,445 (2012 - $75,407) paid to a director and officer of the Company.

d) As at March 31, 2013, a director and officer of the Company held approximately 27.61% of the issued and outstanding shares of the Company.

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Summary of Significant Accounting Policies: I) Revenue Recognition (Policies)

12 Months Ended

Mar. 31, 2013

Policies

I) Revenue Recognition

i) Revenue Recognition

Revenues are recognized when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the fee is fixed or determinable; and collection is reasonably assured.

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Summary of Significant Accounting Policies: C) Use of Estimates (Policies)

12 Months Ended

Mar. 31, 2013

Policies

C) Use of Estimates

c) Use of Estimates

In conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that could affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the year. Actual results could vary materially from those reported.

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Unearned Income (Details) (Canada Ticket, USD $)	Mar. 31, 2013
Canada Ticket
Customer Advances, Current	$ 79,450

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Capital Stock: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables)

12 Months Ended

Mar. 31, 2013

Tables/Schedules

Schedule of Stockholders' Equity Note, Warrants or Rights

	Exercise Price	Number of Outstanding	Weighted Average Exercise Price	Weighted Average Life Years
Warrants	0.42	270,000	0.42	0.1
Warrants	0.25	1,070,000	0.25	1.9
Options	0.2	200,000	0.2	6.60

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Summary of Significant Accounting Policies: L) Shipping and Handling (Policies)

12 Months Ended

Mar. 31, 2013

Policies

L) Shipping and Handling

l) Shipping and Handling

The company includes the cost of shipping and handling as a component of cost of sales in accordance with ASC Topic 605,"Accounting for Shipping and Handling Fees and Costs."

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Summary of Significant Accounting Policies: K) Research and Development (Policies)

12 Months Ended

Mar. 31, 2013

Policies

K) Research and Development

k) Research and Development

Research and development is expensed as incurred.

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Capital Stock: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) (USD $)	Mar. 31, 2013
Warrants1
Exercise Price	$ 0.42
Number of Outstanding	270,000
Weighted Average Exercise Price	$ 0.42
Warrants2
Exercise Price	$ 0.25
Number of Outstanding	1,070,000
Weighted Average Exercise Price	$ 0.25
Options
Exercise Price	$ 0.2
Number of Outstanding	200,000
Weighted Average Exercise Price	$ 0.2

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Summary of Significant Accounting Policies: S) Recent Accounting Pronouncements (Policies)

12 Months Ended

Mar. 31, 2013

Policies

S) Recent Accounting Pronouncements

s) Recent Accounting Pronouncements

In May 2011, FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”).  ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively.  The Company anticipates that the adoption of this standard will not materially expand its financial statement note disclosures.

In June 2011, FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which amends current comprehensive income guidance.  This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity.  Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements.  ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011, with early adoption permitted.  The Company is reviewing ASU 2011-05 to ascertain its impact on the Company’s financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

In September 2011, the FASB issued ASU 2011-08 which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for goodwill impairment.  If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required.  Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.   We do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

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Basis of Presentation, Nature of Operations and Going Concern (Details) (Canada Ticket, Inc., USD $)	12 Months Ended
	Mar. 31, 2013
Canada Ticket, Inc.
Contract Revenue Cost	$ 158,900

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Subsequent Events (Details) (Canada Ticket, USD $)	Mar. 31, 2013
Canada Ticket
Customer Advances, Current	$ 79,450

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Summary of Significant Accounting Policies: P) Segmented Reporting (Policies)

12 Months Ended

Mar. 31, 2013

Policies

P) Segmented Reporting

p) Segmented Reporting

ASC Topic 280 "Segment Reporting", changed the way public companies report information about segments of their business in their quarterly reports issued to stockholders. It also requires entity-wide disclosures about the products and services and entity provides, the material countries in which it holds assets and reports revenues and its major customers. The company's sales are generated in one geographical area, Canada. All revenues consist of interest earned on investment.

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Capital Stock (Details) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Details
Common Stock, Shares Authorized	500,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001
Preferred Stock, Shares Authorized	5,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001
Fair Value Adjustment of Warrants	$ 14,768	$ 20,780

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Summary of Significant Accounting Policies: J) Advertising Policy (Policies)

12 Months Ended

Mar. 31, 2013

Policies

J) Advertising Policy

j) Advertising Policy

The Company expenses the cost of advertising when incurred.

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Basis of Presentation, Nature of Operations and Going Concern

12 Months Ended

Mar. 31, 2013

Notes

Basis of Presentation, Nature of Operations and Going Concern

1. Basis of Presentation, Nature of Operations and Going Concern

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 the Natco International Inc. to P2 Solar, Inc. The Company is in the development stage and has had no revenue since inception.  The Company’s current business operations are focused on the construction of solar and hydro power plants located in Canada, and India.  The Company is currently a development stage company.

On March 1, 2013, Canada Ticket, Inc., (“CanadaTicket”) a Canadian company, the Company to design and install a 53 kilowatt solar photovoltaic system (the “PV System”) on the roof top of CanadaTicket’s office located in Langley British Columbia.  The PV System designed by the Company is based on the equipment standards of the Ontario feed-in-tariff program.  The contract with CanadaTicket is for approximately $158,900 and we expect to install and commission the PV System in the summer of 2013.  The contract is payable in two installments, 50% upfront (already paid) and 50% at completion. Once installed, CanadaTicket will assume ownership of the PV System, but the Company will continue to provide operations and maintenance service over time under the terms of a maintenance agreement to be negotiated and signed.  We anticipate that the majority of the power generated by the PV System will be used by Canada Ticket, but any day to day surplus of power will be fed into British Columbia Hydro’s grid under the latter’s net-metering program.  This project marks a significant milestone for P2 Solar as it is our first project in Canada.  The project itself will be notable as we estimate it will be the largest single solar photovoltaic project connected to the provincial grid, operated by British Columbia Hydro. 

During the fiscal year ended March 31, 2013, the Company concentrated a significant amount of its resources and efforts on developing solar Photo Voltaic (“PV”) and hydro projects in India.  The Company’s management team identified India as an emerging market that offered solar PV and hydro investment returns superior to other markets.  Our management spent a significant amount of time in India reviewing dozens of projects, ultimately settling on two hydro and one solar project that we believed were worth pursuing. Subsequent to our year end the Company has purchased both hydro projects and is negotiating with the Indian government officials to acquire the solar project additional as well.  Details of the two hydro projects and the one solar project are as follows:

(i)	Construction of a 700 kilowatt  hydro project on an irrigation canal:
		Purchase price: 1.55 million INR (approx. $16,000)
		Location: Sidhwan irrigation canal in Ludhiana, Punjab, India
(ii)	Construction of an additional 500 kilowatt project a few kilometers downstream from the 700 kilowatt project on irrigation canal:
		Purchase price: 1.55 million INR (approx. $16,000)
		Location: Sidhwan irrigation canal in Ludhiana, Punjab, India
(iii)	1 Megawatt solar project on top of irrigation canal:
		Purchase Price: To be determined
		Location: Sidhwan irrigation canal in Ludhiana, Punjab, India

The 1MW canal solar project is the first phases of project that will ultimately expand to 7-10 MW at the same site.  The technology to be deployed in all projects is standard off the shelf equipment.  There is no technology risk.  Based on current timelines, P2 will commission the solar project in India during the fourth quarter of 2013.  The hydro project has a longer build time, about 10 months, so it will be operational spring of 2014.

These financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company has incurred significant operating losses over the past three years. The Company's continued existence is dependent upon its ability to raise additional capital and to achieve profitable operations through Solarise and financing and building of power plant in India and elsewhere.

If the going concern assumptions were not appropriate for these financial statements, then adjustments would be necessary in the carrying values of assets and liabilities, the reported revenues and expenses and the balance sheet classifications used.

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Solar Panel License and Share Exchange

12 Months Ended

Mar. 31, 2013

Notes

Solar Panel License and Share Exchange

3. Solar Panel License and Share Exchange

On September 6, 2010, the Company acquired 1,004,999 shares of restricted common stock of Solarise Power, Inc., a privately owned Nevada corporation (“Solarise”) that specializes in the development of solar panel technology, for a total purchase price of $2,500,000 which was paid as follows: i) consideration in the amount of $250,000; and ii) the issuance to Solarise of 1,000,000 shares of Series A Non-Voting Convertible Preferred Common Stock of the Company. The 1,004,999 shares of Solarise acquired by the Company represent approximately 33.5% of the issued and outstanding shares of common stock of Solarise.

On September 29, 2010, the Company, Lassen, DBK Corp., and Boyd entered into an Agreement pursuant to which the parties agreed to terminate the License Agreement and each of the parties’ respective obligations under the License Agreement. Specifically, all of the licenses granted under the License Agreement were terminated and P2 Solar’s financial obligations under the License Agreement were terminated. The agreed upon effective date of the License Termination Agreement was September 1, 2010.

As of March 31, 2011 the Company believes the Investment in Solarise to be fully impaired.  Subsequent to the fiscal year ended March 31, 2013, effective as of May 10, 2013, the Company and Solarise have agreed in principal to cancel the Company’s 1,000,000 preferred shares owned by Solarise in exchange for 1,004,999 Solarise common shares owned by the Company, effectively reversing the transaction that was consummated on September 6, 2010.  The agreement in principal has been approved at a meeting of the shareholders of Solarise, and is subject to approval by the Company’s board of directors.  Once the agreement in principal is approved and finalized the Company will have no further ties with Solarise or the panel it was trying to develop.

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Capital Stock

12 Months Ended

Mar. 31, 2013

Notes

Capital Stock

6. Capital Stock

a) Authorized Stock

The company has authorized 500,000,000 common shares with a par value of $0.001 per share. Each common share shall entitle the holder to one vote, in person or proxy on any matter on which action of the stockholder of the corporation is sought. 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.

b) Share Issuances

During the current period, the company issued a total of 500,000 common shares from the treasury to two individuals from subscription received in last fiscal year.

c) Share Subscriptions

At March 31, 2013 there were no outstanding share subscriptions.

d) Warrants

No new warrants were issued in this period. 80,000 warrants issued in conjunction with private placements in 2010 expired on March 2013 and further 270,000 warrants expired subsequent to the yearend in April 2013.

e) Stock Options

There were 200,000 options issued to a company consultant for services. As to the total number of Shares with respect to which the Option is granted, the Option shall be exercisable as follows: (i) 50% of the Option (100,000 Shares) in the aggregate may be exercised on or after November 21, 2009 at an Exercise Price of $0.20 per Share; and (ii) 50% of the Option (100,000 Shares) in the aggregate may be exercised on or after November 1, 2010 at an Exercise Price in an amount per Share that is 25% less than the ten day moving average of the Company’s Common Stock immediately prior to November 1, 2010.

The Company has committed to issue to the Chief Executive Officer 67,000 share purchase options every April. These options will be exercisable at $0.10 per share and will expire five years after the date of grant. Further bonus options are available to the Chief Executive Officer. These bonus options entitle the Chief Executive Officer to purchase shares at 20% below the market price up to a value determined by 5% of the amount of annual profits from sales in excess of $2,500,000 up to $3,999,999 and 8% of the amount of annual profits from sales in excess of $4,000,000. To date, sales have not exceeded $2,500,000 and thus no bonus options have been issued.

Under the Black-Scholes pricing model, the fair value of the warrants as of the issuance date was calculated $14,768 and $20,780 and charged as warrants expense for the period ended March 31, 2013 and 2012, respectively. The fair value of each option granted is estimated at the respective grant date:

	Warrants & options
Expected volatility		1.57
Expected life (year)		4-5
Risk-free interest rate		0.19~ 0.25%
Dividend yield		-

The following table summarizes stock options and warrants outstanding as of March 31, 2013, as well as activity during the twelve months then ended:

	Warrants	Options
Balance, March 31, 2012	1,804,454	200,000
Issued	0	0
Exercised & expired	464,454	0
Balance, March 31, 2013	1,340,000	200,000

The following table provides certain information with respect to the above referenced warrants and options outstanding at March 31, 2013:

	Exercise Price	Number of Outstanding	Weighted Average Exercise Price	Weighted Average Life Years
Warrants	0.42	270,000	0.42	0.1
Warrants	0.25	1,070,000	0.25	1.9
Options	0.2	200,000	0.2	6.60

f) Debt Conversion

No debit conversion in this period.

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Bank Indebtedness

12 Months Ended

Mar. 31, 2013

Notes

Bank Indebtedness

4. Bank Indebtedness

There is no Bank Indebtedness.

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Related Party Transactions: Schedule of Related Party Transactions (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Details
Loans payable to a directors and officers of the company. The loans are unsecured, due on demand and non-interest bearing (2012 - nil%). It is expected that these loans will be repaid within the next 12 months.	$ 57,665	$ 2,079
Wages and bonus payable to a director and officer of the company. This liability is unsecured, due on demand and non-interest bearing (2012 - nil%).	207,813	131,368
Less: Current portion	$ (265,479)	$ (133,447)

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Summary of Significant Accounting Policies: M) Long-lived Assets (Policies)

12 Months Ended

Mar. 31, 2013

Policies

M) Long-lived Assets

m) Long-Lived Assets

The company monitors the recoverability of long-lived assets, including property, plant and equipment and product rights, based on estimates using factors such as current market value, future asset utilization, business climate and future undiscounted cash flows expected to result from the use of the related assets. The company policy is to record any impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable equal to the excess of the asset's carrying value over its fair value.

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Summary of Significant Accounting Policies: Q) Comprehensive Income (Policies)

12 Months Ended

Mar. 31, 2013

Policies

Q) Comprehensive Income

q) Comprehensive Income

ASC Topic 220, "Comprehensive Income", establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements.

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Capital Stock: Schedule of Share-based Compensation, Stock Options, Activity (Tables)

12 Months Ended

Mar. 31, 2013

Tables/Schedules

Schedule of Share-based Compensation, Stock Options, Activity

	Warrants	Options
Balance, March 31, 2012	1,804,454	200,000
Issued	0	0
Exercised & expired	464,454	0
Balance, March 31, 2013	1,340,000	200,000

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Capital Stock: Schedule of Share-based Compensation, Stock Options, Activity (Details)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Details
Warrants	1,340,000	1,804,454
Options	200,000	200,000
Issued	0
Exercised and expired	464,454

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Statements of Operations (USD $)	12 Months Ended		268 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Operating Expenses
Advertising and Promotion	$ 2,079	$ 115,566	$ 175,126
Bank Charges	1,442	1,788	8,116
Consulting Fees		304,091	919,039
Legal and Accounting	47,663	183,337	442,910
Rent	11,840	12,340	57,744
Salaries and Benefits	74,974	75,407	358,915
Office and Other	10,090	10,622	43,436
Telephone and Utilities	3,383	2,794	16,412
Travel and Trade Shows	13,660	48,460	135,247
Warrants and Option Expenses	14,768	20,780	491,601
Currency Exchange Loss (Gain)	270	6,222	6,768
Impairment Loss		1,806,356	4,306,356
Total Expenses	180,169	2,587,763	6,961,670
Net Loss from Operations	(180,169)	(2,587,763)	(6,961,670)
Other Items
Interest Expense	(776)	(637)	(87,821)
Net Loss before Tax	(180,945)	(2,588,400)	(7,049,491)
Income Tax			(6,418)
Net Loss	(180,945)	(2,588,400)	(7,055,909)
Other Comprehensive Income	(4,158)	(9,946)	120,788
Net Loss and Comprehensive Loss	$ (185,103)	$ (2,598,346)	$ (6,935,121)
Loss per Share Basic and Diluted	$ 0.00	$ (0.05)	$ (0.12)
Weighted Average Number of Shares	57,628,590	54,538,932	57,838,179

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Unearned Income

12 Months Ended

Mar. 31, 2013

Notes

Unearned Income

9. Unearned Income

During the quarter the company was engaged to undertake the construction of a 53 KWp solar PV facility for a company based in Canada.  The customer advanced $79,450 to us during the quarter and the company has recorded this amount as Unearned Revenue as the project will be undertaken in a subsequent quarter and hence the revenue has not yet been earned.  We will record the revenue on a percentage of completion basis, but we expect the project to be undertaken and completed in July, 2013 and hence to report all the revenue in that quarter.

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Statement of Cash Flows (USD $)	12 Months Ended		268 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Operating Activities
Net Loss	$ (180,945)	$ (2,588,400)	$ (7,055,909)
Adjustments to Reconcile Net (Loss)
Common Stock Issued for Services (value)		374,000	720,382
Warrants and Option Expenses	14,768	20,780	491,601
Loss on loan		1,763,837	1,763,837
Interest Due to Related Parties		658	82,601
Wages Accrued to Director	74,974	75,407	358,915
Loss on Fixed Assets			2,500,000
(Increase)/Decrease in Accounts Receivable
(Increase)/Decrease in Interest Receivable			(196,580)
(Increase)/Decrease in Prepaid Expense		142,080	145
Changes in Current Liabilities
Increase/(Decrease) in Accounts Payable	2,804	10,609	(5,653)
Increase/(Decrease) in Accrued Liabilities	7,839		(62,580)
Increase/(Decrease) in Deferred Income	80,721		80,721
Net Cash Provided by Operating Activities	160	(201,030)	(1,322,521)
Investment Activities
Investment in Hydro Projects	(65,024)		(65,024)
Solar Panel License			(230,000)
Net Cash (Used) by Investment Activities	(65,024)		(295,024)
Financing Activities
Bank Indebtedness			(17,734)
Due to Related Party	57,058	(30,780)	(60,624)
Proceeds/(Payment) on Security for Legal Costs PVT		(103,135)
Proceeds/(Payment) on Loans Payable	10,000	70,570	(696,578)
Proceeds/(Payment) on Loans Payable Converted to Shares			(18,456)
Proceeds/(Payment) on Performance Bond		15,171
Proceeds from Subscriptions Receivable		40,375	96,375
Conversion of Related Party Debts			(20,690)
Proceeds From Sale of Common Stock		14,200	2,022,682
Net Cash Provided by Financing Activities	67,058	212,671	1,304,975
Foreign Exchange	(4,158)	(9,946)	315,464
Change in Cash and Cash Equivalents	(1,963)	1,695	2,894
Initial Cash	4,857	3,162
Final Cash	2,894	4,857	2,894
Supplemental Information:
Interest Paid	776	20	7,369
Income Taxes Paid			4,386
Non-Cash Investing and Financing Activities
Common Stock Issued in Connection With Services		374,000	2,267,298
Common Stock Issued in Connection With Warrants		20,780	476,833
Common Stock Issued in Connection With Conversion of Notes Payable			1,082,590
Common Stock Issued in Connection With Director's Debt			800,000
Preferred Stock Issued in Connection With Investment			$ 2,269,900

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Balance Sheet (USD $)	Mar. 31, 2013		Mar. 31, 2012
Current Assets
Cash	$ 2,894		$ 4,857
Prepaid Assets	7,236		7,236
Total Current Assets	10,130		12,093
Long Term Assets
Hydro Projects	65,024
Total Long Term Assets	65,024
Total Assets	75,154		12,093
Current Liabilities
Accounts Payable	91,188		88,385
Unearned Income	80,721
Accrued Liabilities	17,839		10,000
Loan Payable	121,370		111,370
Due to Related Parties	265,479		133,447
Total Current Liabilities	576,597		343,202
Total Liabilities	576,597		343,202
Stockholders' Equity
Common Stock	57,288	[1]	57,228	[1]
Additional Paid-in Capital	6,229,883		6,175,240
Preferred Stock	1,000	[2]	1,000	[2]
Preferred Stock Additional Paid in Capital	2,268,900		2,268,900
Share Subscriptions			40,375
Other Comprehensive Income (Loss)	(311,596)		(307,438)
Deficit Accumulated during Development Stage	(8,747,418)		(8,566,473)
Total Stockholders' Equity	(501,433)		(331,109)
Total Liabilities and Stockholders' Equity	$ 75,154		$ 12,093

[1] Authorised 500,000,000 Common Shares, with a par value $0.001, as of March 31, 2013 and March 31, 2012

[2] Authorised 5,000,000 Preferred Shares, with a par value $0.001 as of March 31, 2013 and March 31, 2012

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Summary of Significant Accounting Policies: N) Loss Per Share (Policies)

12 Months Ended

Mar. 31, 2013

Policies

N) Loss Per Share

n) Loss Per Share

The company computes net loss per common share using ASC Topic 260 "Earnings Per Share" guidance. Basic loss per common share is computed based on the weighted average number of shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding assuming all dilutive potential common shares were issued. There were no dilutive potential common shares at March 31, 2013 and 2012. Because the company has incurred net losses and has no potentially dilutive common shares, basic and diluted loss per share, is the same. Additionally, for the purposes of calculating diluted loss per share, there were no adjustments to net loss.

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Summary of Significant Accounting Policies: H) Stock-based Compensation (Policies)

12 Months Ended

Mar. 31, 2013

Policies

H) Stock-based Compensation

h) Stock-Based Compensation

Effective January 1, 2006, the Company adopted the provisions of Accounting Standards Codification (ASC) Topic 718 “Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees' requisite service period (generally the vesting period of the equity grant). Before January 1, 2006, the Company accounted for stock-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and complied with the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based Compensation". The Company adopted SFAS 123(R) using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Accordingly, financial statements for the periods prior to January 1, 2006 have not been restated to reflect the fair value method of expensing share-based compensation. Adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by SFAS 123 (as originally issued) and Emerging Issues Task Force Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in conjunction with Selling, Goods or Services".

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Capital Stock: Schedule of Assumptions Used (Details)	12 Months Ended
	Mar. 31, 2013
Details
Expected volatility rate	1.57%
Risk Free Interest Rate, Minimum	0.19%
Risk Free Interest Rate, Maximum	0.25%

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Income Taxes: Summary of Operating Loss Carryforwards (Tables)

12 Months Ended

Mar. 31, 2013

Tables/Schedules

Summary of Operating Loss Carryforwards

2020	$	180,000
2021		117,000
2022		135,000
2023		141,000
2024		97,000
2025		109,000
2026		138,000
2027		29,000
2028		14,000
2029		119,000
2030		89,000
2031		103,000
2032		42,952
	$	1,313,952

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Related Party Transactions: Schedule of Related Party Transactions (Tables)

12 Months Ended

Mar. 31, 2013

Tables/Schedules

Schedule of Related Party Transactions

	2013	2012
Loans payable to a directors and officers of the company. The loans are unsecured, due on demand and non-interest bearing (2012 – nil%). It is expected that these loans will be repaid within the next 12 months.	57,665	2,079
Wages and bonus payable to a director and officer of the company. This liability is unsecured, due on demand and non-interest bearing (2012 - nil%).	207,813	131,368
	$ 265,479	$ 133,447
Less: Current portion	(265,479)	(133,447)
Long-term portion	$ -	$ -

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Capital Stock: Schedule of Assumptions Used (Tables)

12 Months Ended

Mar. 31, 2013

Tables/Schedules

Schedule of Assumptions Used

	Warrants & options
Expected volatility		1.57
Expected life (year)		4-5
Risk-free interest rate		0.19~ 0.25%
Dividend yield		-

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Commitments

12 Months Ended

Mar. 31, 2013

Notes

Commitments

8. Commitments

As of September 1, 2007 the company has leased offices at #204, 13569 - 76th Avenue, Surrey, BC, Canada. Total space is 750 square feet for total rent of $1,000.00 per month. This lease will expire on August 31, 2013.

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Summary of Significant Accounting Policies: O) Obligations Under Capital Leases (Policies)

12 Months Ended

Mar. 31, 2013

Policies

O) Obligations Under Capital Leases

o) Obligations Under Capital Leases

Leases are classified as either capital or operating. Leases that transfer substantially all of the benefits and risks of ownership of property to the company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded with its related long-term financing. Payments under operating leases are expensed as incurred.

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Related Party Transactions (Details) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Details
Officers' Compensation	$ 76,445	$ 75,407

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Summary of Significant Accounting Policies: A) Fiscal Period (Policies)

12 Months Ended

Mar. 31, 2013

Policies

A) Fiscal Period

a) Fiscal Period

The Company's fiscal year ends on March 31.

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Income Taxes

12 Months Ended

Mar. 31, 2013

Notes

Income Taxes

7. Income Taxes

The Company has accumulated net operating losses for federal income tax purposes of approximately $1,313,952, which may be carried forward and used to reduce taxable income of future years. These losses expire as follows:

2020	$	180,000
2021		117,000
2022		135,000
2023		141,000
2024		97,000
2025		109,000
2026		138,000
2027		29,000
2028		14,000
2029		119,000
2030		89,000
2031		103,000
2032		42,952
	$	1,313,952

The potential future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization. When the future utilization of some portion of the carry forwards is determined not to be "more likely than not," a valuation allowance is provided to reduce the recorded tax benefits from such assets.

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Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2013

Notes

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

a) Fiscal Period

The Company's fiscal year ends on March 31.

b) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, term deposits and short term highly liquid investments with a term to maturity of less than one year 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 changes in value.

c) Use of Estimates

In conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that could affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the year. Actual results could vary materially from those reported.

d) Foreign Currency Transactions

The Company's functional currency is the Canadian dollar and the reporting currency is the U.S. dollar. Assets and liabilities are translated from the functional to the reporting currency at the exchange rate in effect at the balance sheet date and equity at the historical exchange rates. Revenue and expenses are translated at rates in effect at the time of the transactions. Resulting translation gains and losses are accumulated in a separate component of stockholders' equity - other comprehensive income (loss). Realized foreign currency transaction gains and losses are credited or charged directly to operations.

e) Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is provided annually on the diminishing balance method to write-off the assets over their estimated useful lives as follows:

Computer and office equipment - 5 years

Manufacturing equipment - 10 years

f) Income Taxes

Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such asset will not be recovered.

g) Fair value of Financial Instruments

The company's financial instruments consist of accounts receivable, bank indebtedness, accounts payable and amounts due to related parties. Unless otherwise noted, it is management's opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values unless otherwise noted.

h) Stock-Based Compensation

Effective January 1, 2006, the Company adopted the provisions of Accounting Standards Codification (ASC) Topic 718 “Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees' requisite service period (generally the vesting period of the equity grant). Before January 1, 2006, the Company accounted for stock-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and complied with the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based Compensation". The Company adopted SFAS 123(R) using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Accordingly, financial statements for the periods prior to January 1, 2006 have not been restated to reflect the fair value method of expensing share-based compensation. Adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by SFAS 123 (as originally issued) and Emerging Issues Task Force Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in conjunction with Selling, Goods or Services".

i) Revenue Recognition

Revenues are recognized when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the fee is fixed or determinable; and collection is reasonably assured.

j) Advertising Policy

The Company expenses the cost of advertising when incurred.

k) Research and Development

Research and development is expensed as incurred.

l) Shipping and Handling

The company includes the cost of shipping and handling as a component of cost of sales in accordance with ASC Topic 605,"Accounting for Shipping and Handling Fees and Costs."

m) Long-Lived Assets

The company monitors the recoverability of long-lived assets, including property, plant and equipment and product rights, based on estimates using factors such as current market value, future asset utilization, business climate and future undiscounted cash flows expected to result from the use of the related assets. The company policy is to record any impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable equal to the excess of the asset's carrying value over its fair value.

n) Loss Per Share

The company computes net loss per common share using ASC Topic 260 "Earnings Per Share" guidance. Basic loss per common share is computed based on the weighted average number of shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding assuming all dilutive potential common shares were issued. There were no dilutive potential common shares at March 31, 2013 and 2012. Because the company has incurred net losses and has no potentially dilutive common shares, basic and diluted loss per share, is the same. Additionally, for the purposes of calculating diluted loss per share, there were no adjustments to net loss.

o) Obligations Under Capital Leases

Leases are classified as either capital or operating. Leases that transfer substantially all of the benefits and risks of ownership of property to the company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded with its related long-term financing. Payments under operating leases are expensed as incurred.

p) Segmented Reporting

ASC Topic 280 "Segment Reporting", changed the way public companies report information about segments of their business in their quarterly reports issued to stockholders. It also requires entity-wide disclosures about the products and services and entity provides, the material countries in which it holds assets and reports revenues and its major customers. The company's sales are generated in one geographical area, Canada. All revenues consist of interest earned on investment.

q) Comprehensive Income

ASC Topic 220, "Comprehensive Income", establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements.

r) Derivative Financial Instruments

The company was not a party to any derivative financial instruments during any of the reported fiscal periods.

s) Recent Accounting Pronouncements

In May 2011, FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”).  ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively.  The Company anticipates that the adoption of this standard will not materially expand its financial statement note disclosures.

In June 2011, FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which amends current comprehensive income guidance.  This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity.  Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements.  ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011, with early adoption permitted.  The Company is reviewing ASU 2011-05 to ascertain its impact on the Company’s financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

In September 2011, the FASB issued ASU 2011-08 which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for goodwill impairment.  If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required.  Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.   We do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

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Income Taxes (Details) (USD $)	Mar. 31, 2013
Details
Operating Loss Carryforwards	$ 1,313,952

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Summary of Significant Accounting Policies: R) Derivative Financial Instruments (Policies)

12 Months Ended

Mar. 31, 2013

Policies

R) Derivative Financial Instruments

r) Derivative Financial Instruments

The company was not a party to any derivative financial instruments during any of the reported fiscal periods.

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Summary of Significant Accounting Policies: D) Foreign Currency Transactions (Policies)

12 Months Ended

Mar. 31, 2013

Policies

D) Foreign Currency Transactions

d) Foreign Currency Transactions

The Company's functional currency is the Canadian dollar and the reporting currency is the U.S. dollar. Assets and liabilities are translated from the functional to the reporting currency at the exchange rate in effect at the balance sheet date and equity at the historical exchange rates. Revenue and expenses are translated at rates in effect at the time of the transactions. Resulting translation gains and losses are accumulated in a separate component of stockholders' equity - other comprehensive income (loss). Realized foreign currency transaction gains and losses are credited or charged directly to operations.

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Subsequent Events

12 Months Ended

Mar. 31, 2013

Notes

Subsequent Events

10. Other Significant Events

On June 15, 2012, 384,454 warrants exercisable at $0.42 expired.

On March 15, 2012, 80,000 warrants exercisable at $0.42 expired.

On March 3, 2013, company took a deposit of $79,450 from Canada Ticket of Langley BC to build a 53kWh solar Power Plant on their roof.

11. Subsequent Events

In April 2013 further 270,000 warrants exercisable at $0.42 have expired.

On April 15, 2013, the company signed an agreement with Capital Group Communications for 12 months of IR work.

On April 15, 2013, the Company signed an agreement with Lagoon Labs LLC for 12 months of IR work.

As of March 31, 2013, the Company, through its partial ownership interest in Solarise Power, Inc. (“Solarise”), a privately owned Nevada corporation, was involved in the research and development of solar panel technology.  Solarise specializes in the development of solar panel technology, specifically the manufacture of solar panels utilizing a technology referred to as the JIL Technology (the “JIL Technology”).  The Company and Solarise have been, for the last two years, working on creating a working prototype of the high efficiency Solar Panel.  All efforts have been unsuccessful. As a result, subsequent to the fiscal year ended March 31, 2013, effective as of May 10, 2013, the Company and Solarise have agreed in principal to cancel the Company’s 1,000,000 preferred shares owned by Solarise in exchange for 1,004,999 Solarise common shares owned by the Company, effectively reversing the transaction that was consummated on September 6, 2010.  The agreement in principal has been approved at a meeting of the shareholders of Solarise, and is subject to approval by the Company’s board of directors.  Once the agreement in principal is approved and finalized the Company will have no further ties with Solarise or the panel it was trying to develop.

Subsequent to the period ended March 31, 2013, the Company, through an affiliated entity, Jagat Energy Pvt. Ltd. (“Jagat”), an Indian corporation, acquired the rights to develop and construct two hydro projects located in Ludhiana, Punjab, India, and, as of the date of this Form 10-K is also negotiating with the Indian government officials to acquire the additional solar project identified below.  At the present time, we do not have a direct ownership interest in Jagat.  However, through contractual arrangements between the Company, Jagat and two shareholders of Jagat, we control Jagat and it is considered to be our operating affiliate because we are able to exert effective control over it and to receive all of the economic benefits derived from its business operations. 

Details of the two hydro projects and the one solar project are as follows:

(i)	Construction of a 700 kilowatt  hydro project on an irrigation canal:
		Purchase price: 1.55 million INR (approx. $16,000)
		Location: Sidhwan irrigation canal in Ludhiana, Punjab, India
(ii)	Construction of an additional 500 kilowatt project a few kilometers downstream from the 700 kilowatt project on irrigation canal:
		Purchase price: 1.55 million INR (approx. $16,000)
		Location: Sidhwan irrigation canal in Ludhiana, Punjab, India
(iii)	1 Megawatt solar project on top of irrigation canal:
		Purchase Price: To be determined
		Location: Sidhwan irrigation canal in Ludhiana, Punjab, India

The 1MW canal solar project is the first phases of project that will ultimately expand to 7-10 MW at the same site.  The technology to be deployed in all projects is standard off the shelf equipment.  There is no technology risk.  Based on current timelines, P2 will commission the solar project in India during the fourth quarter of 2013.  The hydro project has a longer build time, about 10 months, so it will be operational spring of 2014.

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Summary of Significant Accounting Policies: G) Fair Value of Financial Instruments (Policies)

12 Months Ended

Mar. 31, 2013

Policies

G) Fair Value of Financial Instruments

g) Fair value of Financial Instruments

The company's financial instruments consist of accounts receivable, bank indebtedness, accounts payable and amounts due to related parties. Unless otherwise noted, it is management's opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values unless otherwise noted.

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Summary of Significant Accounting Policies: E) Property, Plant and Equipment (Policies)

12 Months Ended

Mar. 31, 2013

Policies

E) Property, Plant and Equipment

e) Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is provided annually on the diminishing balance method to write-off the assets over their estimated useful lives as follows:

Computer and office equipment - 5 years

Manufacturing equipment - 10 years

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Document and Entity Information (USD $)	12 Months Ended
	Mar. 31, 2013	Jun. 07, 2013
Document and Entity Information
Entity Registrant Name	P2 Solar, Inc.
Document Type	10-K
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Entity Central Index Key	0001172069
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		59,613,179
Entity Public Float		$ 0
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	Yes
Entity Well-known Seasoned Issuer	Yes
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY

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Summary of Significant Accounting Policies: F) Income Taxes (Policies)

12 Months Ended

Mar. 31, 2013

Policies

F) Income Taxes

f) Income Taxes

Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such asset will not be recovered.