What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-20 compared with 2024-01-29 · 793 added, 415 removed, 251 unchanged (83% of the section changed)

4 unchanged sentences

October 31, 2024 and 2023

Report of Independent Registered Public Accounting Firm (PCAOB ID 5041)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(PCAOB ID # 6968 )

Audited Balance Sheets

Audited Statements of Operations

Audited Statements of Operations and Comprehensive Income

Audited Statement of Stockholders' Deficit

1 unchanged sentence

Notes to Audited Financial Statements

Certified Public Accountants and Advisors

A PCAOB Registered Firm

713-489-5635 bartoncpafirm.com Cypress, Texas

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

HNO International, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of HNO International, Inc.

(the “Company”) as of October 31, 2023 and 2022 and the related consolidated statements

of operations, shareholders’ equity, and cash flows for the two years in the period ended October 31, 2023, and the related notes

and schedules (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of October 31, 2023 and 2022, and the results of its operations and its cash

flows for the two years in the period ended October 31, 2023 and 2022, in conformity with accounting principles generally accepted in

the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company has suffered

recurring losses from operations that raises substantial doubt about its ability to continue as a going concern.

Management's plans in

regard to these matters are also described in Note 3.

The financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Owens, Chairman of the Board of Directors

Stockholders of HNO International, Inc.

on the Financial Statements

have audited the accompanying balance sheets of HNO International, Inc.

(the Company) as of October 31, 2024 and 2023, and the related

statements of operations, stockholders’ deficit, and cash flows for each of the years then ended, and the related notes (collectively

referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of October 31, 2024 and 2023, and the results of its operations and its cash flows for each of the period

ended, in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB and auditing standards generally accepted in the United States.

standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of

material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of

its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control

over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provide a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters

are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to

the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

We determined that there

are no critical audit matters.

/S/ BF Borgers CPA PC

BF Borgers CPA PC (PCAOB ID 5041 )

We have served as the Company's auditor since 2022

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

described in Note 4 to the financial statements, the Company does not have an established source of revenues sufficient to cover operating

The Company has recurring net losses and is in a negative working capital position.

If the Company is unable to raise sufficient

funding, it may struggle to reach its future obligations.

the Company has determined that these factors raise substantial doubt as to the Company’s ability to continue as a going concern

for a period of one year from the date these financial statements are issued.

plans to identify adequate sources of funding to provide operating capital for continued growth.

Auditing the Company’s assessment

and related disclosures regarding its ability to continue as a going concern required significant auditor judgment.

This is due to the

high level of uncertainty surrounding the projections and assumptions related to the timing and likelihood of future cash flows, including

external funding.

Assessing whether the Company’s disclosures adequately reflect the uncertainty and risks associated with its

going concern status also demanded considerable auditor judgment and effort.

of Service Stock

described in Note 2, the Company undervalued its stock-based compensation of approximately $486,000 during the year ended October 31,

2023, which resulted in a restatement.

Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718 Compensation

- Stock Compensation (“ASC 718”).

The Company does not adhere to a formal stock-based compensation plan;

rather, it issues

stock awards on a discretionary basis as part of compensation agreements with selected consultants and employees.

Compensation for stock-based

awards is recognized as a non-cash expense on the income statement.

The expense associated with these awards is recorded based on the

fair value on the date of grant, as determined using the Black-Scholes-Merton option-pricing model.

valuation of stock-based compensation requires management to make significant estimates, particularly in determining the volatility of

the company’s stock price, the expected term of options, and the risk-free interest rate.

These assumptions are subject to change

and can materially impact the amount of compensation expense recognized.

described in Note 2, the Company identified misstatements with respect to certain accounting errors relating to the valuation of service

stock issued, the termination of a patent agreement entered into on January 23, 2023 and the under accrual of accounts payable during

the year ended October 31, 2023.

have served as the Company’s auditor since 2024.

/S/ Barton CPA PLLC

Barton CPA PLLC

Cypress, Texas

March 20, 2025

HNO INTERNATIONAL, INC.

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Property and equipment, net

Intangible assets, net

Long term asset

Long term asset, net

Right-of-use asset

Security deposits

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable

Accrued payroll

Accrued interest payable

Lease liability

Advances, related party

Customer deposits

Notes payable, related party

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;

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Accumulated deficit

Total Stockholders’ Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

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

Total Stockholders’ Deficit

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

HNO INTERNATIONAL, INC.

STATEMENT OF OPERATIONS

STATEMENTS OF OPERATIONS

For the year Ended

1 unchanged sentence

Operating expenses

Security Service

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

Payroll service fees

Travel expenses

Vehicle expenses

Share based compensation

Depreciation and amortization

Total Operating Expenses

Other Income (Expenses)

Interest income

Total Other Income

Interest expense

Total Other (Expenses)

Loss from Operations

2 unchanged sentences

Weighted average number of common shares outstanding - basic and diluted

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

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

HNO INTERNATIONAL, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the year ended October 31, 2022

For the year ended October 31, 2023, As Restated

Series A Preferred Stock

3 unchanged sentences

Balance at October 31, 2022

Shares issued for acquisition

Shares issued for consulting services

Shares cancelled for cancellation of acquisition

Series A Preferred Stock returned to treasury

Common stock issued for cash

Common stock based compensation

Common stock issued for settlement of debt

Regulation A stock issuances

Commitment share issued

Net loss for the year ended October 31, 2023

Balance at October 31, 2022

Balance at October 31, 2023, Restated

For the year ended October 31, 2024

Series A Preferred Stock

Share Subscription

Additional Paid-in

Total Stockholders'

Balance at October 31, 2023

Common stock issued for cash

Regulation A stock issuances

Regulation D stock issuances

Shares cancelled as per settlement agreement - Vivaris Capital

Common stock based compensation

Common stock issued for settlement of debt

Series A preferred issued pursuant to patent agreement

Regulation A common stock issuances

Common stock issued for financing commitment

Net loss for the year ended October 31, 2024

Balance at October 31, 2024

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

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

HNO INTERNATIONAL, INC.

2 unchanged sentences

Cash Flow from Operating Activities

Net loss for the period

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

2 unchanged sentences

Changes in operating assets and liabilities:

Increase (Decrease) in accounts payable

(Increase) Decrease in due from related party

(Increase) Decrease in security deposit

Increase in accrued interest payable

Increase in payroll taxes

Decrease in due from related party

Increase in accounts payable

Increase in accrued payroll

Increase/(Decrease) in accrued interest payable

Payments of lease liabilities

(Decrease) increase in payroll taxes

Net Cash Used in Operating Activities

Cash Flows from Financing Activities

Proceeds from related party advances

Proceeds from related party note payable

Proceeds from security deposits

Proceeds from customer deposits

Proceeds from sale of common stock subscription payable

Proceeds from sale of common stock

Proceeds from long term notes

Repayment of related party note payable

1 unchanged sentence

Cash Flows from Investing Activities

Proceeds from sale of investment

Purchase of property and equipment

Purchase of long term asset

Net cash provided by (used in) investing activities

Net increase in cash

Net Cash Used in Investing Activities

Net increase (decrease) in cash

Cash at beginning of period

4 unchanged sentences

Supplemental Disclosure for Non-Cash Investing and Financing Activities:

Series A preferred stock issued pursuant to patent agreement

Common stock issued for conversion of debt

Common stock issued for acquisition

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

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

HNO INTERNATIONAL, INC.

1 unchanged sentence

OCTOBER 31, 2024

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING

HNO International, Inc.

25 unchanged sentences

Company aims to transition fossil fuels to cleaner alternatives and promote lower emissions.

Basis of presentation

The financial statements present the balance sheets

and statements of operations, stockholders' equity and cash flows of the Company.

These financial statements are presented in United States

dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

NOTE 2 – CORRECTION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the Company’s

re-audit of the Company’s financial statements for the year ended October 31, 2023, the Company’s management identified corrections

to the valuation of service stock issued during the year ended October 31, 2023 and the termination of the patent agreement entered into

on January 24, 2023.

The corrections made are summarized as follows:

Stock Price Valuation Adjustment:

The valuation of the stock price was adjusted from $ 0.001 to $ 0.23 .

Share-Based Compensation:

There was an increase in share-based compensation reflecting the revised valuation

Equity Adjustments:

There was a corresponding increase in additional paid-in capital and an adjustment

in the accumulated deficit to reflect the revised stock valuation.

Termination of Patent Purchase Agreement:

On March 13, 2025, the Company and Donald Owens mutually agreed

to terminate the Patent Purchase Agreement as of January 24, 2023.

As part of the termination, the patents were returned to Mr.

and the 5,000,000 shares of Series A Preferred Stock were canceled.

The $ 82,500 value previously reported in intangible assets and additional

paid-in capital was reversed, resulting in a reduction in intangible assets.

Additionally, the related amortization expense of $ 3,176

and the issuance of Series A Preferred Stock were removed from the financial statements.

A copy of the Termination Agreement is attached

to this Form 10-K as Exhibit 10.27 incorporated herein by reference.

Expenses totaling $ 21,560 , incurred during the fiscal year ended October 31, 2023, and paid subsequently,

have been reclassified to accounts payable as of October 31, 2023.

This adjustment ensures that financial obligations are accurately reported

in the period in which they were incurred.

Impact of the Restatement

The impact of the restatement on the financial statements for

the affected period is presented below.

In addition to the below, the related notes to the financial statements have also been adjusted

as appropriate to reflect the impact of the restatements.

The impact of the restatement on the line items within the previously reported

Audited Balance Sheet for the year ended October 31, 2023, previously filed is as follows:

Schedule of restatement balance Sheet

Balance Sheet as of October 31, 2023

As Previously Reported

Current Assets

Due from related party

Total Current Assets

Non-Current Assets

Property and equipment, net

Intangible assets, net

Long term asset, net

Security deposits

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable

Accrued interest payable

Lease liability

Advances, related party

Customer deposits

Notes payable, related party

Total Current Liabilities

Non-Current Liability

Lease liability

Long term notes payable, related party

Total Non-Current Liability

Total Liabilities

STOCKHOLDERS’ DEFICIT

Series A, par value $0.001 per share

Common stock, par value $0.001 per share

Common stock payable

Common stock subscription receivable

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Deficit

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

The impact of the restatement on the line items within the previously reported

Audited Statement of Operations for the year ended October 31, 2023, previously filed is as follows:

Schedule of statement of operations

Statement of Operations for the year ended October 31, 2023

As Previously Reported

Cost of goods sold

Operating expenses

Advertising and marketing

General and administrative expenses

Stock based compensation

Depreciation and amortization

Total Operating Expenses

Other Income (Expenses)

Interest income

Interest expense

Total Other (Expenses)

Loss from Operations

PER SHARE AMOUNTS

Basic and diluted net loss

Weighted average number of common shares outstanding - basic and diluted

The impact of the restatement on the line items within the previously reported

Audited Statement of Changes in Stockholders’ Deficit for the year ended October 31, 2023, previously filed is as follows:

Schedule of statement of changes in stockholders’ deficit

Changes in Statement of Stockholders' Deficit for the year ended October 31, 2023

As Previously Reported

Common stock based compensation

Additional paid in capital

Series A preferred issued pursuant to patent agreement, shares

Series A preferred issued pursuant to patent agreement, amount

Net loss for the year ended October 31, 2023

Balance at October 31, 2023

The impact of the restatement on the line items within the previously reported

Audited Statement of Cash Flows for the year ended October 31, 2023, previously filed is as follows:

Schedule of statement of cash flows

Statement of Cash Flows for the year ended October 31, 2023

As Previously Reported

Cash Flow from Operating Activities

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

Depreciation and amortization

Share based compensation

Changes in operating assets and liabilities:

Decrease in due from related party

Increase in accounts payable

Increase in accrued payroll

Increase/(Decrease) in accrued interest payable

Payments of lease liabilities

(Decrease) increase in payroll taxes

Net Cash Used in Operating Activities

Cash Flows from Financing Activities

Proceeds from related party advances

Proceeds from related party note payable

Proceeds from security deposits

Proceeds from customer deposits

Proceeds from sale of common stock subscription payable

Proceeds from sale of common stock

Repayment of related party note payable

Net Cash Provided by Financing Activities

Cash Flows from Investing Activities

Purchase of property and equipment

Purchase of long term asset

Net Cash Used in Investing Activities

Net increase (decrease) in cash

Cash at beginning of period

Cash at end of period

Supplemental Disclosure of Interest and Income Taxes Paid:

Interest paid during the period

Income taxes paid during the period

Supplemental Disclosure for Non-Cash Investing and Financing Activities:

Series A preferred stock issued pursuant to patent agreement

Common stock issued for conversion of debt

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

As of the reporting period ended October 31,

2023, the Company has determined that it does not engage in consolidation activities as defined by U.S.

Therefore, our financial

statements are presented on a standalone basis, and no consolidation adjustments have been made.

Basis of Presentation

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 years ended October 31, 2024 and October 31, 2023.

Use of Estimates

The preparation of the condensed financial statements

in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements

and the reported amount of revenues and expenses during the reporting period.

The management makes its best estimate of the outcome for

these items based on information available when the condensed financial statements are prepared.

The preparation of the financial statements in conformity

with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount

of revenues and expenses during the reporting period.

The management makes its best estimate of the outcome for these items based on information

available when the financial statements are prepared.

Cash and Cash Equivalents

1 unchanged sentence

with original maturities of three months or less to be cash equivalents.

Employee Stock-Based Compensation

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

not hold any investments that qualify as cash equivalents.

Therefore, the cash and cash equivalents line item in the balance sheet solely

comprises cash.

Stock-Based Compensation

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

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.

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

ASC 718 requires that the cost of equity instrument awards, issued in exchange for services, including

those issued to employees and predominantly to consultants, be measured at the grant-date fair value.

The Company does not adhere to

a formal stock-based compensation plan;

rather, it issues stock awards on a discretionary basis as part of compensation agreements

with selected consultants and employees.

Compensation for stock-based awards is recognized as a non-cash expense on the income

The expense associated with these awards is recorded based on the fair value on the date of grant, as determined using

the Black-Scholes-Merton option-pricing model.

This cost is recognized over the period during which the award recipient is required

to perform services, typically known as the vesting period.

The total compensation cost related to vested stock-based awards is

recognized after adjusting for estimated forfeitures at the time of vesting.

The expense related to stock-based compensation is

included within the same income statement lines as cash compensation for the consultants and employees who receive the awards.

the report date, the Company has not established any plans to issue dividends on stock-based awards.

Any tax benefits arising from

deductions for these awards are recorded in additional paid-in capital, provided they exceed the cumulative compensation cost

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 October 31, 2023, 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 years ended October

31, 2024 and 2023, the Company had revenue of $ 4,241 and $ 13,000 .

Revenue was recognized from hydrogen engineering services and combustion

Basic and Diluted Net Loss per Common Share

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

10 unchanged sentences

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

Large equipment

Intangible assets

Intangible assets consist of patents acquired in a

patent purchase agreement (see Note 5).

The estimated useful life of these assets was determined to be 20 years.

The Company periodically

evaluates the reasonableness of the useful lives of these assets.

Once these assets are fully amortized, they are removed from the accounts.

These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may

not be recoverable.

If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques.

The Company has no intangibles with indefinite lives.

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.

Adoption of Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements

that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements

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

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 (“ASC 842”).

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

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

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.

Recent Accounting Pronouncements

In March 2024, the Financial Accounting Standards

Board (FASB) issued ASU No.

2024-01, "Compensation—Stock Compensation (Topic 718):

Scope Application of Profits Interest and

Similar Awards." This update clarifies the accounting for profits interest awards by specifying when these awards should be accounted

for under ASC 718, Stock Compensation, as opposed to other compensation arrangements like cash bonuses under ASC 710.

This clarification

is provided through a series of illustrative examples which show how to determine whether profits interest awards meet the conditions

of ASC 718, focusing on when such awards should be recognized as equity or liability.

The guidance is intended to increase the comparability

and consistency of financial reporting by providing clearer criteria for the accounting of profits interest awards.

For public companies, the amendments in this update

are effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

For private companies,

the amendments are effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after

December 15, 2026.

Early adoption is permitted.

The Company is currently evaluating the impact of this accounting standard update on its

financial statements and will continue to assess its potential effects as the adoption date approaches.

NOTE 4 – GOING CONCERN

At October 31, 2023, we had a deficit of $ 41,609,945 .

On October 31, 2024, we had an accumulated deficit

of $ 44,326,326 .

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.

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

about our ability to continue as a going concern for one year from the issuance of these condensed financial statements.

about our ability to continue as a going concern for one year from the issuance of these financial statements.

NOTE 5 – PROPERTY

7 unchanged sentences

Property and Equipment, Net

expense for the years ended October 31, 2023 and 2022 was $ 36,940 and $ 0 , respectively.

NOTE 5 – INTANGIBLE ASSETS

Patents Acquired Under

Patent Purchase Agreement

On January 24, 2023, the

Company entered into a Patent Purchase Agreement with Donald Owens, the Company's Chairman of the Board of Directors, to acquire several

patents related to hydrogen supplemental systems for on-demand hydrogen generation for internal combustion engines and a method and apparatus

for increasing combustion efficiency and reducing particulate matter emissions in jet engines.

In exchange for these patents, the Company

issued 5,000,000 shares of its Series A Preferred Stock to Mr.

Owens, valued at $ 82,500 .

The details of the patents

acquired are listed in the table below, which includes information on the patent numbers, titles, and status in various countries.

HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES

METHOD AND APPARATUS FOR INCREASING COMBUSTION EFFICIENCY AND REDUCING PARTICULATE MATTER EMISSIONS IN JET ENGINES

HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES

201980092511 .1

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY

Intangible assets at October 31,

2023 and 2022, consisted of the following:

Schedule of intangible assets

accumulated amortization

Intangible Assets, net

expense for the year ended October 31, 2023 and 2022 was $ 3,176 and $ 0 , respectively.

expenses for the years ended October 31, 2024, and 2023 were $ 154,973 and $ 36,940 , 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 November 18, 2020, the Company entered into an

operating lease with the landlord, Demarius Holdings, Inc., commencing on December 1, 2020, and ending on November 30, 2023, for the office

spaces located at 41558 Eastman Drive, Suites B and C, Murrieta, California 92562.

The monthly rent was $4,183.

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

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 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,647 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 for the period from February 1, 2024, to November

30, 2024, with an increase to $2,506 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,555 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 October 31, 2024, the right-of-use asset

was $ 121,805 and operating lease liabilities were $ 123,217 .

The operating lease liabilities consist of a current portion of $ 57,062 and

a non-current portion of $ 66,155 .

The weighted average remaining lease term was 2.08 years and the weighted average discount rate was

Operating Cash Flows Related to Leases

During the year ended October 31, 2024, the Company

made cash payments totaling $1,412 related to its operating leases.

These payments are included in the Statement of Cash Flows under operating

activities as "Payments of lease liabilities."

Remaining lease term as of October 31, 2024:

Schedule of remaining lease term

Operating Lease Payment

2026 and above

Total Payments

NOTE 7 – COMMON STOCK

2 unchanged sentences

Increase in Authorized Capital Stock

On January 4, 2023, the Board of Directors

and a majority of the Company’s stockholders approved the proposal to increase the number of shares of capital stock that the Company

is authorized to issue to 1,000,000,000 .

On January 6, 2023, the Company filed a Certificate of Amendment to the Articles of Incorporation

with the Secretary of State of Nevada to increase the total authorized capital from 510,000,000 shares to 1,000,000,000 shares consisting

of 985,000,000 shares of common stock, par value $ 0.001 , and 15,000,000 shares of preferred stock, par value $ 0.001 .

On November 13, 2021, the Company entered into a

Share Exchange Agreement by and between Company and Donald Owens (the “Share Exchange Agreement”), who was the sole

shareholder of HNO Hydrogen Generators, Inc., owning 10,000 shares of common stock, par value $ 0.001 per share, of HNO Hydrogen

Generators, Inc.

(the “HNO Delaware Shares”);

pursuant to which the Company agreed to acquire the HNO Delaware Shares

Owens in exchange for the issuance by the Company to Mr.

Owens of 20,000 shares of common stock, par value $ 0.001 per

share, of the Company.

The Share Exchange Agreement and the transactions set forth therein were approved by the Company’s

Board on November 13, 2021, and transactions closed on the same day, at which time HNO Hydrogen Generators, Inc., became a wholly

owned subsidiary of the Company.

22, 2022, the Company entered into a Termination of Share Exchange Agreement by and between the Company and Donald Owens, pursuant to

which both parties agreed to cancel the Share Exchange Agreement dated November 13, 2021.

Owens’ 20,000 shares of common stock

were returned to the Company for cancellation and the 10,000 HNO Delaware Shares were returned to Mr.

HNO Hydrogen Generators,

is no longer a wholly owned subsidiary of the Company.

On January 4, 2023, the Board of

Directors and a majority of the Company’s stockholders approved the proposal to increase the number of shares of capital stock

that the Company is authorized to issue to 1,000,000,000 .

On January 6, 2023, the Company filed a Certificate of Amendment to the

Articles of Incorporation with the Secretary of State of Nevada to increase the total authorized capital from 510,000,000 shares to

1,000,000,000 shares consisting of 985,000,000 shares of common stock, par value $ 0.001 , and 15,000,000 shares of preferred stock,

par value $ 0.001 .

During the quarter

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 $ 0.23 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.

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.

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 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 for $ 1,968,032 in cash under its Regulation A offering, qualified on May 3, 2023.

Additionally,

the Company issued 13,750 Regulation A shares, resulting in $ 13,750 classified as common stock receivable due to unpaid balances, and

sold 19,750 Regulation A shares, which were classified as $ 19,750 common stock payable.

During the quarter ended October 31, 2023, the Company

issued 52,500 shares of common stock for $ 52,500 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023.

also issued 6,000 Regulation A shares previously classified as common stock payable and sold 18,501 Regulation A shares, classified as

$ 18,501 common stock payable.

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

of common stock valued at $ 20,000 as a commitment fee for equity financing.

As of October 31, 2023 and 2022, the Company had 419,341,584

and 105,265,299 shares of common stock issued and outstanding, respectively.

The shares were issued in reliance upon the exemption from

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 74,500 shares of common stock for $ 74,500 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023.

also issued 17,001 Regulation A shares previously classified as common stock payable and sold 51,000 Regulation A shares, classified as

$ 51,000 common stock payable.

During the quarter ended April 30, 2024, the Company

issued 64,900 shares of common stock for $ 69,400 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023.

also issued 51,000 Regulation A shares previously classified as common stock payable and sold 64,250 Regulation A shares, classified as

$ 64,250 common stock payable.

During the quarter ended July 31, 2024, the Company

issued 158,278 shares of common stock for $ 158,278 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023.

also issued 60,750 Regulation A shares previously classified as common stock payable and sold 1,000 Regulation A shares, classified as

$ 1,000 common stock payable.

During the quarter ended

July 31, 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 966,879 shares of its common stock, $ 0.001 par

value per share, (“common stock”) for a cash purchase price of $ 275,500 .

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.

During the quarter ended

October 31,2024, the Company issued 2,500 Regulation A shares previously classified as common stock payable and sold 2,500 Regulation

A shares, classified as $ 2,500 common stock payable.

During the quarter ended

October 31, 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 1,295,973 shares of its common stock, $ 0.001

par value per share, (“common stock”) for an aggregate cash purchase price of $ 250,000 .

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

During the quarter

ended October 31, 2024, the Company's Board of Directors granted approval for the issuance of 7,400,000 shares of our common stock valued

at$ 83,998 , 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.

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

had 419,437,865 and 419,341,584 shares of common stock issued and outstanding, respectively.

Stock Receivable

As of October 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.

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.

During the quarter ended July 31, 2023, the Company

issued 13,750 shares of common stock under Regulation A offering to various shareholders that have not yet paid for shares;

$ 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.

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 , which has been recorded as a legal expense.

This agreement nullifies any outstanding receivable related

to the stock issuance and resolves the dispute in full.

Stock Payable

During the quarter ended July 31, 2023, the Company

sold 19,750 shares of common stock under Regulation A offering to various shareholders that have not yet been issued by the transfer agent;

therefore, $ 19,750 has been classified as common stock payable.

During the quarter ended October 31, 2023, the Company

issued 6,000 shares of common stock under Regulation A for funds received during the quarter ended July 31, 2023.

During the quarter ended October 31, 2023, the Company

sold 18,501 shares of common stock under Regulation A offering to various shareholders that have not yet been processed by the transfer

Resulting in the classification of $ 18,501 as common stock payable.

As of October 31, 2024, the Company sold 15,250 shares

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

$ 15,250 has been classified as common stock payable.

NOTE 8 – PREFERRED STOCK

2 unchanged sentences

Series A Preferred Stock

The Company is authorized to issue 10,000,000

shares of Series A preferred stock, par value $ 0.001 .

On October 14, 2019, the Company issued 10,000,000 shares of the Series A preferred stock to Custodian Ventures LLC, a company controlled

by David Lazar, the Company’s former Chief Executive Officer for forgiveness of related party debt totaling $ 10,000 .

Subsequently,

in private transactions, the 10,000,000 shares of Series A Preferred were transferred.

On August 16, 2022, Wilhelm Cashen, the Company’s

former Chief Executive Officer, returned his 5,000,000 Series A preferred stock to the Company’s treasury.

The Company is authorized to issue 10,000,000 shares

of Series A preferred stock, par value $ 0.001 .

On January 24, 2023, the

Company issued 5,000,000 shares of its Series A Preferred Stock to Mr.

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

As of October 31, 2023 and 2022, the Company had 10,000,000

and 5,000,000 shares of Series A preferred stock issued and outstanding, respectively.

NOTE 8 – CONVERTIBLE NOTES PAYABLE

On December 15, 2021, the Company issued a convertible

note payable in the amount of $ 20,000 .

This note bears an interest rate of 1 % per annum and is due on demand.

The note is convertible into shares of the Company's

common stock at a discount price of twenty percent (20%) per share of the current market value or trading value, using a Basic Conversion

Factor (BCF) specified in the note.

The Noteholder has the option to convert the entire principal balance outstanding into common stock

within one year from the date of execution of this note.

On August 8, 2022, this note was repaid in full by

the Company with $ 20,000 in cash.

As of October 31, 2023 and October 31, 2022, the Company had no convertible notes payable outstanding.

NOTE 9 – RELATED PARTY TRANSACTION

On October 14, 2019, the Company issued 10,000,000

shares of the Series A preferred stock to Custodian Ventures LLC, a company controlled by David Lazar, the Company’s former Chief

Executive Officer for forgiveness of related party debt totaling $ 10,000 .

Owens, valued at $ 82,500 for patents On March 13, 2025, the Company

Owens mutually agreed to terminate the Patent Purchase Agreement as of January 24, 2023.

As part of the termination, the 5,000,000

shares of Series A Preferred Stock were canceled (see Note 12).

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

Company had 5,000,000 and 5,000,000 shares of Series A preferred stock issued and outstanding, respectively.

NOTE 9 – RELATED PARTY TRANSACTIONS

Notes Payable, Related Party

5 unchanged sentences

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.

The note matured on December 19, 2022 and the $ 20,000 principal

was settled 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.

The accrued interest of $ 436 remains due in connection with this note.

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

9 unchanged sentences

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

At October 31, 2024, there is $ 590,000 of principal and $ 28,579 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 .

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

At October 31, 2024, there is $ 50,000 of principal and $ 0 of accrued interest due

on this note.

On October 20, 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 October 20, 2023 .

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

At October 31, 2024, there is $ 50,000 of principal and $ 0 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 October 31, 2024, there is $ 50,000 of principal and $ 0 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 October 31, 2024, there is $ 50,000 of principal and $ 0 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 October 31, 2024, there is $ 50,000 of principal and $ 0 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 October 31, 2024, there is $ 50,000 of principal and $ 0 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 October 31, 2024, there is $ 20,000 of principal and $ 00 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 .

At October 31, 2024, there is $ 30,000 of principal and $ 139 of accrued interest due

on this note.

On August 21, 2024, the Company repaid accrued interest

of $ 40,000 to HNO Green Fuels.

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

current and long-term notes payable had an outstanding balance of $ 1,375,000 and $ 1,210,000 , respectively.

As of October 31, 2023 and October 31, 2022, the Company

has recorded $ 41,270 and $ 14,725 , respectively in accrued interest in connection with these notes in the accompanying condensed financial

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

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

Company has recorded $ 28,845 and $ 41,270 , respectively in accrued interest in connection with these notes in the accompanying financial

Extension of Promissory Notes

On January 17, 2024, the Company entered

into an Extension to Promissory Note (the "1 st Extension") with HNO Green Fuels, pursuant to the terms set forth

in the 1 st Extension.

The 1 st Extension amends the Promissory Note issued on December 1, 2021, extending the Maturity

Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On January 17, 2024, the Company entered

into an Extension to Promissory Note (the "2 nd Extension") with HNO Green Fuels, pursuant to the terms set forth

in the 2 nd Extension.

The 2 nd Extension amends the Promissory Note issued on September 29, 2022, extending the Maturity

Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On January 17, 2024, the

Company entered into an Extension to Promissory Note (the "3 rd Extension") with HNO Green Fuels, pursuant to the

terms set forth in the 3 rd Extension.

The 3 rd Extension amends the Promissory Note issued on October 20, 2022, extending

the Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company

entered into an Extension to Promissory Note (the "4 th Extension") with HNO Green Fuels, pursuant to the terms set

forth in the 4 th Extension.

The 4 th Extension amends the Promissory Note issued on March 1, 2023, extending the

Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company

entered into an Extension to Promissory Note (the "5 th Extension") with HNO Green Fuels, pursuant to the terms set

forth in the 5 th Extension.

The 5 th Extension amends the Promissory Note issued on March 8, 2023, extending the

Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company

entered into an Extension to Promissory Note (the "6 th Extension") with HNO Green Fuels, pursuant to the terms set

forth in the 6 th Extension.

The 6 th Extension amends the Promissory Note issued on March 23, 2023, extending the

Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company

entered into an Extension to Promissory Note (the "7 th Extension") with HNO Green Fuels, pursuant to the terms set

forth in the 7 th Extension.

The 7 th Extension amends the Promissory Note issued on April 3, 2023, extending the

Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company

entered into an Extension to Promissory Note (the "8 th Extension") with HNO Green Fuels, pursuant to the terms set

forth in the 8 th Extension.

The 8 th Extension amends the Promissory Note issued on April 13, 2023, extending the

Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company

entered into an Extension to Promissory Note (the "9 th Extension") with HNO Green Fuels, pursuant to the terms set

forth in the 9 th Extension.

The 9 th Extension amends the Promissory Note issued on April 17, 2023, extending the

Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

Advances from Related Party

During the year ended October 31, 2023, HNO Green

Fuels advanced the Company $ 190,000 .

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

On October 31, 2023, the full amount

of $ 190,000 had been repaid.

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 October 31, 2023 and October 31, 2022, 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.

NOTE 10 – SIMPLE AGREEMENT FOR FUTURE EQUITY

During the year months ended October 31, 2024, Donald

Owens, the Company's Chairman of the Board of Directors, advanced $ 950,585 to the Company to cover operating expenses.

During the year months ended October 31, 2024, HNO

Green Fuels, Inc., advanced $ 10,000 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 on demand.

The receivable was fully settled through a transfer of assets in connection with a settlement agreement

effective April 15, 2024.

The settlement agreement involved the transfer of equipment, categorized into large and small equipment,

with a combined value of $56,392.

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

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.

The $ 5,185 balance of accrued interest was fully

received on July 3, 2024.

NOTE 11 – INTELLECTUAL PROPERTY:

PROTOTYPE COMPACT HYDROGEN REFUELING

STATION (CHRS)

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

2 unchanged sentences

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 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

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.

newly proposed approach, Varea Inc.

Under the newly proposed approach, Varea Inc.

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

7 unchanged sentences

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 October 31, 2023, was $ 103,821 .

NOTE 11 – PROPERTY ACQUISITION

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

is $ 10,800,000 .

The Company paid a non-refundable earnest money deposit of $ 100,000 ,

which will be applied towards the purchase price if the sale proceeds as planned.

Specific conditions in the PSA were not met, and

the Company had the option to terminate the PSA and the $ 100,000 earnest money deposit was returned by TCF Elrod, LLC to the Company subsequent

to the year ended October 31, 2023.

See Note 12 – Subsequent Events.

On December 6, 2023, the SAFE was terminated as part

of a Mutual Release Agreement between HNO International, Inc., and Varea, Inc.

Under the terms of this Mutual Release Agreement, the intellectual

property related to the prototype Compact Hydrogen Refueling Station (CHRS), developed with the funds provided under the SAFE, was retained

by HNO International, Inc.

The balance of the SAFE on December 6, 2023, and October

31, 2023, was $ 136,725 and $ 103,821 , respectively.

Following the termination of the SAFE, the amount previously recorded under the SAFE

was reclassified, and the intellectual property associated with the CHRS is now fully owned and recognized as a long-term intangible asset

on HNO International, Inc.'s balance sheet.

This long-term asset is solely the intellectual property associated with the CHRS and does

not include any physical equipment.

The intellectual property associated with the

CHRS is being amortized over a useful life of five

5 years, beginning on December 6, 2023.

The amortization expense for the year ended October 31, 2024 is $ 24,699 ,

recognizing the straight-line amortization of the asset over the remaining useful life.

Schedule of amortization expense

Long term asset

Accumulated amortization

Long term asset, net

NOTE 12 – TERMINATION OF PATENT AGREEMENT

Patent Purchase

On January 24, 2023, the

Company entered into a Patent Purchase Agreement with Donald Owens, the Company's Chairman of the Board of Directors, to acquire several

patents related to hydrogen supplemental systems for on-demand hydrogen generation for internal combustion engines and a method and apparatus

for increasing combustion efficiency and reducing particulate matter emissions in jet engines.

In exchange for these patents, the Company

issued 5,000,000 shares of its Series A Preferred Stock to Mr.

Owens, valued at $ 82,500 .

Termination of Patent Purchase Agreement

On March 13, 2025, the Company

and Donald Owens mutually agreed to terminate the Patent Purchase Agreement as of January 24, 2023.

As part of the termination, the patents

were returned to Mr.

Owens, and the 5,000,000 shares of Series A Preferred Stock were canceled.

See Note 2 – Correction of Previously

Issued Financial Statements.

A copy of the Termination Agreement is attached to this Form 10-K as Exhibit 10.27 incorporated herein by

NOTE 13 – 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 14 – SUBSEQUENT EVENTS

Subsequent to the year ended October 31, 2023, the

Company issued 74,500 shares of common stock under Regulation A for cash totaling $ 74,500 .

Subsequent to the year ended October 31, 2023, the

Company sold 50,000 shares of common stock under Regulation A offering to various shareholders for cash totaling $ 50,000 .

The shares have

not yet been issued by the transfer agent as of the date of this filing.

Subsequent to the year ended October 31, 2023, the

Company issued 17,001 shares of common stock under Regulation A for stock payables received during the year ended October 31, 2023.

to the year ended October 31, 2023, there were developments related to the Company's property acquisition, as disclosed in Note 11:

of Purchase and Sale Agreement (PSA):

The specific conditions outlined in the Purchase and Sale Agreement (PSA) with TCF Elrod, LLC, dated

August 28, 2023, were not met.

Consequently, the Company exercised its option to terminate the PSA.

Earnest Money

In connection with the terminated PSA, the refundable earnest money deposit of $ 100,000 , previously paid by the Company to TCF

Elrod, LLC, was returned subsequent to the year ended October 31, 2023.

events have been evaluated through March 20, 2025, which represents the date the financial statements were available to be issued, and

no events, other than discussed below have occurred through that date that would impact the financial statements.

Company entered into Stock Subscription Agreements 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 4,162,626 shares of its common stock, $ 0.001 par

value per share (“common stock”), for a cash purchase price of $ 475,000 .

The Company issued 11,111 shares on November

15, 2024, 9,091 shares on December 5, 2024, 9,091 shares on January 7, 2025, 1,500,000 shares on February 19, 2025, 125,000

shares on February 26, 2025, 500,000 shares on February 28, 2025, 75,000 shares on March 3, 2025, 1,333,333 shares on March 10, 2025,

300,000 shares on March 12, 2025, 250,000 shares on March 14, 2025 and 50,000 shares on March 17, 2025.

as ‘restricted securities’

under Rule 144 of the Securities Act.

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

Company’s Board of Directors approved the issuance of 16,125,000 shares of common stock subsequent to the year ended October 31,

2024, in exchange for services rendered.

These shares were issued as “restricted securities” under Rule 144 and were made

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

Extension of Promissory Notes

On December 19, 2024, the Company, entered into an Extension to Promissory Note (the "1 st Extension") with

HNO Green Fuels, Inc., a Nevada corporation (“HNOGF”), pursuant to the terms set forth in the 1 st Extension.

The 1 st Extension amends the Promissory Note issued on December 1, 2021, extending the Maturity Date of December 31,

2024 to December 31, 2025.

December 19, 2024, the Company entered into an Extension to Promissory Note (the "2 nd Extension") with HNOGF,

pursuant to the terms set forth in the 2 nd Extension.

The 2 nd Extension amends the Promissory Note issued

on September 29, 2022, extending the Maturity Date of December 31, 2024 to December 31, 2025.

December 19, 2024, the Company entered into an Extension to Promissory Note (the "3 rd Extension") with HNOGF,

pursuant to the terms set forth in the 3 rd Extension.

The 3 rd Extension amends the Promissory Note issued

on October 20, 2022, extending the Maturity Date of December 31, 2024 to December 31, 2025.

December 19, 2024, the Company entered into an Extension to Promissory Note (the "4 th Extension") with HNOGF,

pursuant to the terms set forth in the 4 th Extension.

The 4 th Extension amends the Promissory Note issued

on March 1, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.

December 19, 2024, the Company entered into an Extension to Promissory Note (the "5 th Extension") with HNOGF,

pursuant to the terms set forth in the 5 th Extension.

The 5 th Extension amends the Promissory Note issued

on March 8, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.

December 19, 2024, the Company entered into an Extension to Promissory Note (the "6 th Extension") with HNOGF,

pursuant to the terms set forth in the 6 th Extension.

The 6 th Extension amends the Promissory Note issued

on March 23, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.

December 19, 2024, the Company entered into an Extension to Promissory Note (the "7 th Extension") with HNOGF,

pursuant to the terms set forth in the 7 th Extension.

The 7 th Extension amends the Promissory Note issued

on April 3, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.

December 19, 2024, the Company entered into an Extension to Promissory Note (the "8 th Extension") with HNOGF,

pursuant to the terms set forth in the 8 th Extension.

The 8 th Extension amends the Promissory Note issued

on April 13, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.

December 19, 2024, the Company entered into an Extension to Promissory Note (the "9 th Extension") with HNOGF,

pursuant to the terms set forth in the 9 th Extension.

The 9 th Extension amends the Promissory Note issued

on April 17, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.

Share Exchange Agreements

On January 2, 2025, the

Company entered into a Share Exchange Agreement with Donald Owens, the Company’s CEO and Chairman.

Pursuant to the agreement, Mr.

Owens exchanged 245,000,000 shares of the Company’s common stock for 245,000 shares of newly designated Series B Convertible Preferred

Stock (the “Series B Preferred Stock”).

On January 9, 2025, 245,000,000 shares of common stock held by Donald Owens were

cancelled, and 245,000 shares of Series B Preferred Stock were issued to him.

On January 2, 2025, the

Company entered into a Share Exchange Agreement with HNO Green Fuels, Inc.

Pursuant to the agreement, HNO Green Fuels, Inc.

115,000,000 shares of the Company’s common stock for 115,000 shares of Series B Preferred Stock.

On January 9, 2025, 115,000,000

the Company entered into an Extension to Promissory Note (the "1 st Extension") with HNO Green Fuels, pursuant to the

terms set forth in the 1 st Extension.

The 1 st Extension amends the Promissory Note issued on December 1, 2021,

extending the Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On January 17, 2024, the Company entered into an

Extension to Promissory Note (the "2 nd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 2 nd

The 2 nd Extension amends the Promissory Note issued on September 29, 2022, extending the Maturity Date to

December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On January 17, 2024, the Company entered into an

Extension to Promissory Note (the "3 rd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 3 rd

The 3 rd Extension amends the Promissory Note issued on October 20, 2022, extending the Maturity Date to December

All prior defaults were waived by HNO Green Fuels.

shares of common stock held by HNO Green Fuels, Inc.

were cancelled, and 115,000 shares of Series B Preferred Stock were issued to HNO

Green Fuels, Inc.

Designation of Series B Preferred Stock

On January 2, 2025, in

connection with the Share Exchange Agreements, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock

(the “Designation”) with the Nevada Secretary of State that has the effect of designating 500,000 shares of preferred stock,

par value $ 0.001 , as Series B Preferred Stock.

Termination of Patent

Purchase Agreement

On March 13, 2025, the

Company and Donald Owens mutually agreed to terminate the Patent Purchase Agreement as of January 24, 2023.

As part of the termination,

the patents were returned to Mr.

Owens, and the 5,000,000

shares of Series A Preferred Stock were canceled.

A copy of the Termination Agreement

is attached to this Form 10-K as Exhibit 10.27 incorporated herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We have had no changes in or disagreements with our

None of our principal independent accountants have resigned or declined to stand for re-election.

Not applicable.

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-K

Item 8. Financial Statements and Supplementary Data