What changed in this filing

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Item 1. Financial Statements

2024-06-27 compared with 2024-03-18 · 327 added, 243 removed, 344 unchanged (62% of the section changed)

3 unchanged sentences

Current Assets

Accrued interest receivable

Due from related party

6 unchanged sentences

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

1 unchanged sentence

Accrued interest payable

Lease liability

Advances, related party

1 unchanged sentence

Total Current Liabilities

Non-Current Liability

Lease liability

Long term notes payable, related party

Total Non-Current Liability

Total Liabilities

STOCKHOLDERS’ EQUITY (DEFICIT)

STOCKHOLDERS’ DEFICIT

Preferred stock, par value $ 0.001 per share;

2 unchanged sentences

10,000,000 shares authorized;

10,000,000 and 10,000,000 shares issued and outstanding as of January 31, 2024 and October 31, 2023, respectively

10,000,000 and 10,000,000 shares issued and outstanding as of April 30, 2024 and October 31, 2023, respectively

Common stock, par value $ 0.001 per share;

985,000,000 shares authorized;

419,433,085 and 419,341,584 shares issued and outstanding as of January 31, 2024 and October 31, 2023, respectively

419,553,485 and 419,341,584 shares issued and outstanding as of April 30, 2024 and October 31, 2023, respectively

Common stock payable

2 unchanged sentences

Accumulated deficit

( 42,132,662 )

( 41,609,945 )

Total Stockholders’ Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Total Stockholders’ Deficit

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these unaudited condensed financial statements.

2 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Cost of goods sold

Operating expenses

Share based compensation

Advertising and marketing

Contract labor

Depreciation and amortization

General and administrative expenses

Interest expense

Legal and accounting fees

Meals expenses

Office expenses

Professional fees

Payroll expenses

Security Service

Travel expenses

Vehicle expenses

Depreciation and amortization

Total Operating Expenses

Other Income (Expenses)

Interest income

Total Other Income

Interest expense

Total Other (Expenses)

Loss from Operations

$ ( 522,717 )

$ ( 204,374 )

$ ( 522,717 )

$ ( 204,374 )

PER SHARE AMOUNTS

4 unchanged sentences

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three months ended January 31, 2024 and 2023

For the three months and six months ended April 30, 2024 and 2023

Series A Preferred Stock

Stock Subscription

Share Subscription

Additional Paid-in

1 unchanged sentence

Balance at October 31, 2023

Regulation A stock issuances

Net loss for the three months ended January 31, 2024

Balance at January 31, 2024

Regulation A stock issuances

Net loss for the three months ended April 30, 2024

Balance at April 30, 2024

Balance at October 31, 2022

Common stock issued for cash

5 unchanged sentences

Balance at January 31, 2023

Balance at October 31, 2023

Regulation A common stock issuances

Net loss for the three months ended January 31, 2024

Balance at January 31, 2024

Common stock issued for cash

Net loss for the three months ended April 30, 2023

Balance at April 30, 2023

The accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENT OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash Flow from Operating Activities

Net loss for the period

$ ( 522,717 )

$ ( 204,374 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Lease liability

Shares issued for services

Changes in operating assets and liabilities:

Increase (Decrease) in accounts payable

(Increase) Decrease in security deposit

Decrease in due from related party

Increase in accrued interest receivable

Increase in accounts payable

Increase in accrued interest payable

Increase (Decrease) in payroll taxes

Increase in lease liability

Decrease in payroll taxes

Net Cash Used in Operating Activities

1 unchanged sentence

Proceeds from related party advances

Proceeds from security deposits

Proceeds from sale of common stock subscription payable

17 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JANUARY 31, 2024

APRIL 30, 2024

NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING

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Basis of Presentation

The accompanying unaudited condensed financial statements

have been prepared in accordance with generally accepted accounting principles for financial.

The accompanying financial statements have been prepared

in accordance with generally accepted accounting principles in the United States of America (“U.S.

GAAP”), and pursuant to

the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of

normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations

and cash flows of the Company for the six months ended April 30, 2024.

Use of Estimates

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The Company accounts for stock-based compensation

in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”).

ASC 718 addresses all forms of share-based payment

(“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares.

Under ASC 718 awards

result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected

to vest and will result in a charge to operations.

in accordance with Accounting Standards Codification (“ASC”) 718 Compensation - Stock Compensation (“ASC 718”).

ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans

and stock incentive shares.

Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based

on the estimated number of awards that are expected to vest and will result in a charge to operations.

Income taxes are computed using the asset and liability

3 unchanged sentences

Revenue Recognition

The Company recognizes revenue in accordance with

Accounting Standards Codification (“ASC”) 606, “ Revenue from Contracts with Customers ”.

The core principle

of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects

the consideration to which the entity expects to be entitled in exchange for those goods or services.

An entity recognizes revenue in

accordance with that core principle by applying the following steps:

Identify the contract(s) with a customer.

the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to the performance

obligations in the contract.

Recognize revenue when (or as) the entity satisfies a performance obligation.

An entity must also

disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue

and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers,

significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance

with ASC 260 “Earnings per share” .

Basic income (loss) per share is computed by dividing net income (loss) available

to common shareholders by the weighted average number of outstanding common shares during the period.

Diluted income (loss) per share

gives effect to all dilutive potential common shares outstanding during the period.

Dilutive income (loss) per share excludes all potential

common shares if their effect is anti-dilutive.

As of January 31, 2024, there were no potentially dilutive debt or equity instruments

issued or outstanding.

We recognize revenue in accordance with ASC 606, Revenue

from Contracts with Customers .

The standard’s stated core principle is that an entity should recognize revenue to depict the

transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled

in exchange for those goods or services.

To achieve this core principle, ASC 606 includes provisions within a five-step model that includes

identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price,

allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance

During the six months ended

April 30, 2024 and 2023, the Company had revenue of $ 0 and $ 13,000 .

Revenue was recognized from hydrogen engineering services and combustion

Basic and Diluted Net Loss per

Basic loss per common share is computed

by dividing the net loss by the weighted average number of shares of common stock outstanding for each period.

Diluted loss per share

is computed by dividing the net loss by the weighted average.

Number of shares of common stock

outstanding plus the dilutive effect of shares issuable through the common stock equivalents.

The weighted-average number of common shares

outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

Property and Equipment

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Depreciation is computed using the straight-line method over the estimated useful lives of the

Schedule of estimated useful lives of assets

Schedule of estimated useful lives

Small equipment

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Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment

whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable.

recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are

less than its carrying amount.

If impairment is indicated, the long-lived asset would be written down to fair value.

Fair value is determined

by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available,

or the present value of the estimated future cash flows based on reasonable and supportable assumptions.

The Company reviews its long-lived assets for

impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable.

To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows

from the asset are less than its carrying amount.

If impairment is indicated, the long-lived asset would be written down to fair

Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including

quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable

The Company accounts for leases in accordance with ASC 842, Leases

At contract inception, the Company determines if an arrangement is or contains a lease.

Where the Company is

the lessee, for each lease with a term greater than twelve months, the Company records a right-of-use asset and lease liability.

A right-of-use

asset represents the economic benefit conveyed to the Company by the right to use the underlying asset over the lease term.

A lease liability

represents the obligation to make lease payments arising from the use of the asset over the lease term.

As most of the Company’s

leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid

lease payments using the Company’s estimated incremental borrowing rate.

The incremental borrowing rate represents the rate of interest

that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is

determined using a portfolio approach based on information available at the commencement date of the lease.

Leases with an initial expected

term of 12 months or less are not recorded in the Balance Sheet and the related lease expense is recognized on a straight-line basis over

the lease term.

Adoption of Recent Accounting Pronouncements

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that have been issued that might have a material impact on its financial position or results of operations.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with

the current period presentation.

These reclassifications had no effect on the reported results of operations.

NOTE 3 – GOING CONCERN

At January 31, 2024, we had a deficit of $ 42,132,662

At April 30, 2024, we had an accumulated deficit of

$ 42,697,762 .

We have not been able to generate sufficient cash from operating activities to fund our ongoing operations.

We will be required to raise

additional funds through public or private financing, additional collaborative relationships, or other arrangements until we are able

to raise revenues to a point of positive cash flow.

We are evaluating various options to further reduce our cash requirements to operate

at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock.

There is no guarantee

that we will be able to generate enough revenue and/or raise capital to support operations.

We will be required

to raise additional funds through public or private financing, additional collaborative relationships, or other arrangements until we

are able to raise revenues to a point of positive cash flow.

We are evaluating various options to further reduce our cash requirements

to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock.

is no guarantee that we will be able to generate enough revenue and/or raise capital to support operations.

Based on the above factors, substantial doubt exists

3 unchanged sentences

equipment consisted of the following:

Schedule of property and equipment

Schedule of property and

Small equipment

3 unchanged sentences

Property and Equipment, Net

expense for the three months ended January 31, 2024 and 2023 was $ 32,246 and $ 792 , respectively.

expenses for the six months ended April 30, 2024, and 2023 was $ 68,041 and $ 3,250 , respectively.

NOTE 5 – INTANGIBLE ASSETS

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HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY

Intangible assets at January 31,

Intangible assets at April 30, 2024

and October 31, 2023, consisted of the following:

Schedule of intangible assets

April 30, 2024

Accumulated amortization

Intangible assets, net

expense for the three months ended January 31, 2024 and 2023 was $ 1,037 and $ 91 , respectively.

expense for the six months ended April 30, 2024, and 2023 was $ 2,051 and $ 1,096 , respectively.

NOTE 6 – LEASES

Operating leases

The Company has an operating lease agreement for office space in Murrieta,

California, expiring on November 30, 2026.

On December 3, 2020, the Company entered into an operating lease with the

landlord, Demarius Holdings, Inc., ending November 30, 2023, for the office spaces located at 41558 Eastman Drive, Suites B and C, Murrieta,

California 92562.

Both suites are approximately 2,088 square feet of space.

The Company’s principal executive office is located

at 41558 Eastman Drive, Suite B, Murrieta, California 92562.

Suite C is utilized for testing and research equipment.

On November 14, 2023, the lease for Suite B was extended for 36 months

to November 30, 2026.

The monthly rental amount for Suite B is $2,501 for the period from December 1, 2023, to November 30, 2024, with

an increase to $2,573.00 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,647.00 for the period from

December 1, 2025, to November 30, 2026.

On January 4, 2024, the lease for Suite C was extended for 34 months to

November 30, 2026.

The monthly rental amount for Suite C is $2,434.00 for the period from February 1, 2024, to November 30, 2024, with

an increase to $2,506.00 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,555.00 for the period from

December 1, 2025, to November 30, 2026.

The Company has active operating lease arrangements

for office space.

The Company is typically required to make fixed minimum rent payments relating to its right to use the underlying leased

The Company was required to classify such leases as operating leases in accordance with the provisions of ASC 842

Therefore, the Company recognized operating lease liabilities with corresponding Right-Of-Use ("ROU")

assets based on the present value of the minimum rental payments of such leases .

As most of the Company’s leases do not provide an implicit

interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s

estimated incremental borrowing rate.

The incremental borrowing rate represents the rate of interest that the Company would have to pay

to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach

based on information available at the commencement date of the lease.As of April 30, 2024, the ROU asset was $ 149,662 and operating lease

liabilities were $ 150,084 .

The operating lease liabilities consist of a current portion of $ 55,051 and a non-current portion of $ 95,033 .

The weighted average remaining lease term was 2.6 years and the weighted average discount rate was 4.14 %.

Remaining lease term as of April 30, 2024:

Schedule of remaining lease term

Operating Lease Payment

2026 and above

Total Payments

NOTE 7 – COMMON STOCK

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ended January 31, 2023, the Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the

Board of Directors, whereby the Company privately sold a total of 175,000,000 shares of its common stock, $ 0.001 par value per share,

(“common stock”) for a cash purchase price of $ 175,000 .

Donald Owens is an “accredited investor” (under Rule 506

(b) of Regulation D under the Securities Act of 1933, as amended).

The $ 175,000 in proceeds from the sale of common stock will be used

for operating capital.

The shares are ‘restricted securities’ under Rule 144 of the Securities Act.

Board of Directors, whereby the Company privately sold a total of 175,000,000 shares of its common stock for a cash purchase price of

Donald Owens was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act of 1933,

as amended (the “Securities Act”)).

The $ 175,000 in proceeds from the sale of common stock will be used for operating capital.

The shares were ‘restricted securities’ under Rule 144 of the Securities Act.

On January 17,

2023, the Company entered into a Stock Subscription Agreement with William Parker, a member of the Company’s Board of Directors,

whereby the Company privately sold a total of 5,000,000 shares of its common stock, $ 0.001 par value per share, (“common stock”)

for a cash purchase price of $ 5,000 .

William Parker is an “accredited investor” (under Rule 506 (b) of Regulation D under

the Securities Act of 1933, as amended).

The $ 5,000 in proceeds from the sale of common stock will be used for operating capital.

shares are ‘restricted securities’ under Rule 144 of the Securities Act.

whereby the Company privately sold a total of 5,000,000 shares of its common stock for a cash purchase price of $ 5,000 .

William Parker

was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act).

The $ 5,000 in proceeds from the

sale of common stock will be used for operating capital.

The shares were ‘restricted securities’ under Rule 144 of the Securities

On January 11,

2023, the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the

Board of Directors, whereby the Company privately sold a total of 2,000,000 shares of its common stock, $ 0.001 par value per share, (“common

stock”) for a cash purchase price of $ 2,000 .

Hossein Haririnia is an “accredited investor” (under Rule 506 (b) of Regulation

D under the Securities Act of 1933, as amended).

The $ 2,000 in proceeds from the sale of common stock will be used for operating capital.

The shares are ‘restricted securities’ under Rule 144 of the Securities Act.

The Company agreed to issue 20,000,000 shares of its

common stock for settlement of the $ 20,000 note payable dated November 19, 2021 to HNO Green Fuels.

The note matured on December 19, 2022

and was settled in full on December 26, 2022 with the issuance of these shares.

The shares are ‘restricted securities’ under

Rule 144 and the issuance of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933,

The Company's Board of Directors

granted approval for the issuance of 2,025,000 shares of our common stock with a value of $ 0.001 on January 2, 2023, in exchange for services

rendered to the Company.

These shares are considered "restricted securities" under Rule 144 and were issued under the exemption

provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Board of Directors, whereby the Company privately sold a total of 2,000,000 shares of its common stock for a cash purchase price of $ 2,000 .

Hossein Haririnia was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act).

The $ 2,000 in

proceeds from the sale of common stock will be used for operating capital.

The shares were ‘restricted securities’ under Rule

144 of the Securities Act.

The Company's

Board of Directors granted approval for the issuance of 2,025,000 shares of our common stock with a value of $ 0.001 on January 2, 2023,

in exchange for services rendered to the Company.

These shares were considered "restricted securities" under Rule 144 and were

issued under the exemption provided by Section 4(a)(2) of the Securities Act.

On January 31,

2023, the Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the Board of Directors,

whereby the Company privately sold a total of 100,000,000 shares of its common stock, $ 0.001 par value per share, (“common stock”)

for a cash purchase price of $ 100,000 .

Donald Owens is an “accredited investor” (under Rule 506 (b) of Regulation D under

the Securities Act of 1933, as amended).

The $ 100,000 in proceeds from the sale of common stock will be used for operating capital.

The shares are ‘restricted securities’ under Rule 144 of the Securities Act.

of January 31, 2023, these shares had not yet been issued and therefore were recorded as a stock payable.

On February 1, 2023, these shares

whereby the Company privately sold a total of 100,000,000 shares of its common stock for a cash purchase price of $ 100,000 .

was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act).

The $ 100,000 in proceeds from

the sale of common stock will be used for operating capital.

The shares were ‘restricted securities’ under Rule 144

of the Securities Act.

As of January 31, 2023, these shares had not yet been issued and therefore

were recorded as stock payable.

On February 1, 2023, these shares were issued.

On June 9, 2023,

the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the Board

of Directors, whereby the Company privately sold a total of 8,000,000 shares of its common stock, $ 0.001 par value per share, (“common

stock”) for a cash purchase price of $ 8,000 .

Hossein Haririnia is an “accredited investor” (under Rule 506 (b) of Regulation

D under the Securities Act of 1933, as amended).

The $ 8,000 in proceeds from the sale of common stock will be used for operating capital.

The shares were issued as ‘restricted securities’ under Rule 144 of the Securities Act.

of Directors, whereby the Company privately sold a total of 8,000,000 shares of its common stock for a cash purchase price of $ 8,000 .

Hossein Haririnia was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act).

The $ 8,000 in

proceeds from the sale of common stock will be used for operating capital.

The shares were issued as ‘restricted securities’

under Rule 144 of the Securities Act.

During the quarter ended July 31, 2023, the Company issued 1,968,032 shares

of common stock at a fixed price of $ 1.00 per share for a total of $ 1,968,032 in cash under the Company’s active Regulation A offering,

qualified by the Securities Exchange Commission on May 3, 2023.

During the quarter ended October 31, 2023, the Company issued 58,500

shares of common stock at a fixed price of $ 1.00

per share for a total of $ 58,500 in cash under the Company’s active Regulation A offering, qualified by the Securities Exchange

Commission on May 3, 2023.

of common stock at a fixed price of $ 1.00 per share for a total of $ 1,968,032 in cash under the Company’s Regulation A offering,

which was qualified by the SEC on May 3, 2023.

During the quarter ended October 31, 2023, the Company issued 58,500 shares

of common stock at a fixed price of $ 1.00 per share for a total of $ 58,500 in cash under the Company’s Regulation A offering, which

was qualified by the SEC on May 3, 2023.

On October 9, 2023, the Company issued 24,753 shares

1 unchanged sentence

The shares were issued in reliance upon the exemption from

securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule

506(b) of Regulation D under the Securities Act, based in part on the representations of the investor.

securities registration afforded by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D under the Securities Act, based, in part, on the representations of the investor.

During the quarter ended January 31, 2024, the Company issued 91,501 shares

of common stock at a fixed price of $ 1.00 per share for a total of $ 91,501 in cash under the Company’s active Regulation A offering,

qualified by the Securities Exchange Commission on May 3, 2023.

As of January 31, 2024 and October 31, 2023, the Company

of common stock at a fixed price of $ 1.00 per share for a total of $ 91,501 in cash under the Company’s Regulation A offering, which

was qualified by the SEC on May 3, 2023.

During the quarter ended April 30, 2024, the Company issued 120,400 shares

of common stock at a fixed price of $ 1.00 per share for a total of $ 120,400 in cash under the Company’s Regulation A offering, which

was qualified by the SEC on May 3, 2023.

As of April 30, 2024 and October 31, 2023, the Company

had 419,553,485 and 419,341,584 shares of common stock issued and outstanding, respectively.

1 unchanged sentence

On March 31, 2022, the Company issued 10,000,000 shares

of common stock Vivaris Capital, LLC in exchange for $ 10,000 cash consideration.

However, Vivaris Capital, LLC has not paid for the shares,

and the Company has been unsuccessful in its attempts to collect the funds or have the shares returned.

As of January 31, 2024, the Company issued 13,750

shares of common stock under Regulation A offering to various shareholders that have not yet paid for shares;

therefore, $ 13,750 has been

classified as common stock receivable.

of common stock to Vivaris Capital, LLC, in connection with an Advisory Agreement.

However, Vivaris Capital, LLC never paid for the shares,

and a dispute arose.

The dispute centered around the respective performance under the Advisory Agreement.

As per the Settlement Agreement executed on May 3,

2024 (see Note 12), the 10,000,000 shares were canceled, and the Company paid Vivaris Capital, LLC a settlement amount of $ 15,500 , resolving

the dispute and nullifying any outstanding receivables related to the stock issuance.

As of April 30, 2024, the Company issued 13,750 shares

of common stock under Regulation A offering to various shareholders that have not yet paid for shares;

therefore, $ 13,750 has been classified

as common stock receivable.

Stock Payable

As of January 31, 2024, the Company sold 66,250 shares

of common stock under Regulation A offering to various shareholders that have not yet been issued by the transfer agent;

therefore, $ 66,250

As of April 30, 2024, the Company sold 79,500 shares

of common stock under its Regulation A offering to various shareholders that have not yet been issued by the transfer agent;

$ 79,500 has been classified as common stock payable.

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Owens, valued at $ 82,500 for patents specified in Note 5.

As of January 31, 2024 and October 31, 2023, the Company

As of April 30, 2024, and October 31, 2023, the Company

had 10,000,000 and 10,000,000 shares of Series A preferred stock issued and outstanding, respectively.

NOTE 8 – RELATED PARTY TRANSACTION

NOTE 9 – RELATED PARTY TRANSACTIONS

Notes Payable, Related Party

On November 19, 2021, we issued a note payable in

the amount of $ 20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 % per

annum and had a maturity date of December 19, 2022 .

The Company agreed to issue 20,000,000 shares of its common stock for settlement of

the $ 20,000 note payable dated November 19, 2021 to HNO Green Fuels.

The note matured on December 19, 2022 and was settled in full on

December 26, 2022 with the issuance of these shares.

The shares are ‘restricted securities’ under Rule 144 and the issuance

of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended.

On December 1, 2021, the Company issued a note payable in the amount of

$ 500,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

On December 1, 2021, the Company issued a note payable in the amount

of $ 500,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 % per annum.

the year ended October 31, 2023, $ 65,000 of principal was repaid.

At October 31, 2023, there is $ 435,000 of principal and $ 19,199 of accrued

At April 30, 2024, there is $ 435,000 of principal and $ 23,132 of accrued

interest due on this note.

4 unchanged sentences

per annum and has a maturity date of May 31, 2030 .

At April 30, 2024, there is $ 590,000 of principal and $ 22,630 of accrued interest due

on this note.

On September 29, 2022, the Company issued a note payable

1 unchanged sentence

This note bears an interest rate of 2 %

per annum and had a maturity date of September 29, 2022 .

On October 20, 2022, the Company issued a note

payable in the amount of $ 50,000

to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

per annum and had a maturity date of October 31, 2023 .

At April 30, 2024, there is $ 50,000 of principal and $ 1,586 of accrued interest

due on this note.

On October 20, 2022, the Company issued a note payable

in the amount of $ 50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

per annum and had a maturity date of November 20, 2023 .

At April 30, 2024, there is $ 50,000 of principal and $ 1,529 of accrued interest

due on this note.

On March 1, 2023, the Company issued a note payable

2 unchanged sentences

per annum and has a maturity date of March 1, 2024 .

At April 30, 2024, there is $ 50,000 of principal and $ 1,167 of accrued interest due

on this note.

On March 8, 2023, the Company issued a note payable

2 unchanged sentences

per annum and has a maturity date of March 8, 2024 .

At April 30, 2024, there is $ 50,000 of principal and $ 1,148 of accrued interest due

on this note.

On March 23, 2023, the Company issued a note payable

2 unchanged sentences

per annum and has a maturity date of March 23, 2024 .

At April 30, 2024, there is $ 50,000 of principal and $ 1,107 of accrued interest

due on this note.

On April 3, 2023, the Company issued a note payable

2 unchanged sentences

per annum and has a maturity date of April 3, 2024 .

At April 30, 2024, there is $ 50,000 of principal and $ 1,077 of accrued interest due

on this note.

On April 13, 2023, the Company issued a note payable

2 unchanged sentences

per annum and has a maturity date of April 13, 2024 .

At April 30, 2024, there is $ 20,000 of principal and $ 420 of accrued interest due

on this note.

On April 17, 2023, the Company issued a note payable

2 unchanged sentences

per annum and has a maturity date of April 17, 2024 .

As of January 31, 2024 and October 31, 2023, these

At April 30, 2024, there is $ 30,000 of principal and $ 623 of accrued interest due

on this note.

As of April 30, 2024, and October 31, 2023, these

current and long-term notes payable had an outstanding balance of $ 1,375,000 and $ 1,375,000 , respectively.

As of January 31, 2024 and October 31, 2023, the Company

As of April 30, 2024 and October 31, 2023, the Company

has recorded $ 54,419 and $ 41,270 , respectively in accrued interest in connection with these notes in the accompanying condensed financial

18 unchanged sentences

All prior defaults were waived by HNO Green Fuels.

Due from Related Party

The Company loaned money to HNO Hydrogen Generators,

a related party whose CEO is also the Chairman of the Company's Board of Directors.

As of January 31, 2024 and October 31, 2023, the Company

had a receivable of $56,392 and $56,392, respectively, from HNO Hydrogen Generators.

This receivable is unsecured, non-interest bearing,

and due on demand.

The Company expects to collect the receivable amount.

Advances from Related Party

During the quarter ended January 31, 2024, Donald Owens, the Company's

Chairman of the Board of Directors, advanced the Company $ 265,585 .

These advances are non-interest bearing and due on demand.

NOTE 9 – SIMPLE AGREEMENT FOR FUTURE EQUITY

On July 10, 2023, the Company entered into a Simple

Agreement for Future Equity (the “SAFE”) with Varea, Inc.

("Varea"), a Delaware corporation.

Pursuant to the SAFE,

the Company is investing $ 500,000 .00 (the "Purchase Amount") in Varea in exchange for the right to certain shares of Varea's

Capital Stock.

The agreement specifies that the Purchase Amount will be used for the Company's business operations over the next 12 months,

subject to an agreed-upon budget.

Prior to entering into this SAFE, the Company had

an existing financial arrangement with Varea LLC, whereby Varea LLC invoiced the Company for services rendered, which were recorded as

expenses by HNOI.

However, recognizing the potential for a more mutually beneficial arrangement, Varea Inc.

proposed a revised approach.

Under the newly proposed approach, Varea Inc.

would submit a detailed budget outlining their anticipated monthly expenses, and HNO International,

would view these expenses as an investment opportunity rather than mere costs.

In exchange for funding Varea Inc.'s expenses, HNO

International, Inc.

would receive a post-money SAFE, which represents a future right to certain shares of Varea's Capital Stock.

The transition

from the previous invoicing system to the investment-based financial arrangement was agreed by both parties.

The terms and conditions

of the agreement, including the conversion of expenses into a potential future return on investment, were thoroughly assessed and discussed.

The balance of the SAFE on January 31, 2024, was $ 136,725 .

NOTE 10 – TERMINATION OF PROPERTY ACQUISITION AGREEMENT

On August 28, 2023, the Company entered into a Purchase

and Sale Agreement (the “PSA”) with TCF Elrod, LLC.

Pursuant to the PSA, the Company agreed to purchase property located in

Harris County, Texas, including real property, improvements, development rights, and a lease.

The purchase price for the property was

$ 10,800,000 .

The Company paid a non-refundable earnest money deposit of $ 100,000 , which was applied towards the purchase price of the

sale proceeds as planned.

Specific conditions in the

PSA were not met, the Company chose to exercise its right to terminate the PSA.

Consequently, TCF Elrod, LLC refunded the $ 100,000 earnest

money deposit to the Company on December 4, 2023 .

NOTE 11 – SUBSEQUENT EVENTS

Common Stock Issued

Subsequent to the quarter ended January 31, 2024,

the Company issued 63,000 shares of common stock under Regulation A for cash totaling $ 63,000 .

Subsequent to the quarter ended January 31, 2024,

the Company issued 2,000 shares of common stock under Regulation A for stock payables received during the year ended October 31, 2023.

Advances from Related Party

Subsequent to the quarter ended January 31, 2024, Donald Owens, the Company's

Chairman of the Board of Directors, advanced the Company $ 250,000 .

These advances are non-interest bearing and due on demand.

Extension of Promissory

On March 1, 2024, the Company

34 unchanged sentences

All prior defaults were waived by HNO Green Fuels.

Advances from Related Party

During the six months ended April 30, 2024, Donald Owens, the Company's

Chairman of the Board of Directors, advanced $ 710,585 to the Company to cover operating expenses.

NOTE 10 – RECEIVABLE SETTLEMENT WITH RELATED

As of January 31, 2024, October 31, 2023 and October

31, 2022, the Company had a receivable from HNO Hydrogen Generators totaling $ 56,392 on its balance sheet, which was unsecured and due

The receivable was fully settled through a transfer of assets in connection with a settlement agreement effective April 15,

The settlement agreement involved the transfer of equipment, categorized into large and small equipment, with a combined value of

Specifically, large equipment was valued at $32,327, and small equipment at $24,065.

This settlement agreement fully resolved

all claims associated with the receivable.

On the date of settlement, $ 5,185 was calculated as 5 % interest and was recorded on the balance

sheet as accrued interest receivable.

NOTE 11 – SIMPLE AGREEMENT FOR FUTURE EQUITY

On July 10, 2023, the Company entered into a Simple

Agreement for Future Equity (the “SAFE”) with Varea, Inc.

("Varea"), a Delaware corporation.

Pursuant to the SAFE,

the Company is investing $ 500,000 (the "Purchase Amount") in Varea in exchange for the right to certain shares of Varea's Capital

The agreement specifies that the Purchase Amount will be used for the Company's business operations over the next 12 months, subject

to an agreed-upon budget.

Prior to entering into this SAFE, the Company had

an existing financial arrangement with Varea LLC, whereby Varea LLC invoiced the Company for services rendered, which were recorded as

expenses by HNOI.

However, recognizing the potential for a more mutually beneficial arrangement, Varea Inc.

proposed a revised approach.

Under the newly proposed approach, Varea Inc.

would submit a detailed budget outlining their anticipated monthly expenses, and HNO International,

would view these expenses as an investment opportunity rather than mere costs.

In exchange for funding Varea Inc.'s expenses, HNO

International, Inc.

would receive a post-money SAFE, which represents a future right to certain shares of Varea's Capital Stock.

The transition

from the previous invoicing system to the investment-based financial arrangement was agreed by both parties.

The terms and conditions

of the agreement, including the conversion of expenses into a potential future return on investment, were thoroughly assessed and discussed.

The balance of the SAFE on April 30, 2024 and October 31, 2023, was $ 136,725

and $ 103,821 , respectively.

NOTE 12 – TERMINATION OF PROPERTY ACQUISITION AGREEMENT

On August 28, 2023, the Company entered into a Purchase and Sale Agreement

(the “PSA”) with TCF Elrod, LLC.

Pursuant to the PSA, the Company agreed to purchase property located in Harris County, Texas,

including real property, improvements, development rights, and a lease.

The purchase price for the property was $ 10,800,000 .

paid a non-refundable earnest money deposit of $ 100,000 , which was applied towards the purchase price of the sale proceeds as planned.

Specific conditions in the PSA were not met, the

Company chose to exercise its right to terminate the PSA.

Consequently, TCF Elrod, LLC refunded the $ 100,000 earnest money deposit to

the Company on December 4, 2023 .

NOTE 13 – SUBSEQUENT EVENTS

Common Stock Issued

Subsequent to the quarter

ended April 30, 2024, the Company issued 156,278 shares of common stock under Regulation A for cash totaling $ 156,278 .

Subsequent to the quarter

ended April 30, 2024, the Company issued 62,750 shares of common stock under Regulation A for stock payables.

Subsequent to the quarter

ended April 30, 2024, the Company entered into a Stock Subscription Agreement with accredited investors (under Rule 506 (b) of Regulation

D under the Securities Act of 1933, as amended).

Whereby the Company privately sold a total of 947,142 shares of its common stock, $ 0.001

par value per share, (“common stock”) for a cash purchase price of $ 260,500 .

The proceeds from the sale of common stock will

be used for operating capital.

The shares were issued as ‘restricted securities’ under Rule 144 of the Securities Act.

Settlement with Vivaris Capital, LLC

Subsequent to the quarter ended April 30, 2024, the

Company entered into a Settlement Agreement and Mutual Release of All Claims with Vivaris Capital, LLC, resolving a dispute from a prior

Advisory Agreement.

On March 31, 2022, the Company issued 10,000,000 shares

of common stock to Vivaris Capital, LLC in connection with the Advisory Agreement.

However, Vivaris Capital, LLC did not pay for these

shares, resulting in a disagreement regarding performance under the agreement.

On May 3, 2024, the Company and Vivaris Capital, LLC

executed a Settlement Agreement.

As part of this agreement, the Company paid Vivaris Capital, LLC a settlement amount of $ 15,500 , and

the 10,000,000 shares issued to Vivaris Capital, LLC were canceled.

This settlement nullifies any outstanding receivables related to the

stock issuance and fully resolves the dispute between the parties.

As per the Settlement Agreement and Mutual Release

of All Claims executed on May 3, 2024, the Company and Vivaris Capital, LLC have resolved their dispute.

The settlement terms include

the cancellation of the 10,000,000

shares issued to Vivaris Capital, LLC.

Additionally, the Company agreed to pay Vivaris Capital, LLC a settlement amount of $ 15,500 .

This agreement nullifies any outstanding receivable related to the stock issuance and resolves the dispute in full.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements