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Item 1. Financial Statements

2025-04-18 compared with 2024-09-20 · 531 added, 343 removed, 382 unchanged (70% of the section changed)

3 unchanged sentences

Current Assets

Due from related party

Total Current Assets

1 unchanged sentence

Property and equipment, net

Intangible assets, net

Long term asset, net

Security deposits

Right-of-use asset

Total Non-Current Assets

2 unchanged sentences

Accounts payable

Accrued payroll

Accrued interest payable

2 unchanged sentences

Customer deposits

Lease vendor payable

Notes payable, related party

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10,000,000 shares authorized;

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

5,000,000 and 5,000,000 shares issued and outstanding as of January 31, 2025 and October 31, 2024, respectively

Series B, par value $ 0.001 per share;

500,000 shares authorized;

360,000 and 0 shares issued and outstanding as of January 31, 2025 and October 31, 2024, respectively

Common stock, par value $ 0.001 per share;

985,000,000 shares authorized;

410,739,392 and 419,341,584 shares issued and outstanding as of July 31, 2024 and October 31, 2023, respectively

75,592,158 and 419,437,865 shares issued and outstanding as of January 31, 2025 and October 31, 2024, respectively

Common stock payable

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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

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

HNO INTERNATIONAL, INC.

1 unchanged sentence

For the Three Months Ended

For the Nine Months Ended

(As Restated)

Cost of goods sold

2 unchanged sentences

General and administrative expenses

Share based compensation

Depreciation and amortization

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Weighted average number of common shares outstanding - basic and diluted

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

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

HNO INTERNATIONAL, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and nine months ended July 31, 2024 and 2023

For the three months ended January 31, 2024 (As Restated)

Series A Preferred Stock

Series B Preferred Stock

Share Subscription

1 unchanged sentence

Total Stockholders'

Balance at October 31, 2023

Regulation A stock issuances

Balance at January 31, 2024

Regulation A stock issuances

Balance at April 30, 2024

Balance at October 31, 2023 (Restated)

Regulation A stock issuances

Regulation D stock issuances

Shares cancelled as per settlement agreement - Vivaris Capital

Balance at July 31, 2024

Net loss for the three months ended January 31, 2024

Balance at January 31, 2024 (Restated)

For the three months ended January 31, 2025

Balance at October 31, 2024

Regulation D stock issuances

Common stock issued for services

Common stock issued for settlement of debt

Common stock to be issued from Reg D cash proceeds

Series A preferred issued pursuant to patent agreement

Shares cancelled as per exchange agreement

( 360,000,000

Series B preferred stock issuances

Common stock based compensation

Net loss for the three months ended January 31, 2025

Balance at January 31, 2025

Regulation D stock issuances

Balance at April 30, 2023

Regulation D stock issuances

Regulation A stock issuances

Balance at July 31, 2023

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

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

HNO INTERNATIONAL, INC.

CONDENSED STATEMENT OF CASH FLOWS

For the Nine Months Ended

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

(As Restated)

Cash Flow from Operating Activities

1 unchanged sentence

Depreciation and amortization

Shares issued for services

Amortization of right-to-use asset

Share based compensation

Changes in operating assets and liabilities:

Decrease in due from related party

Increase in accounts payable

Increase in accrued interest payable

Payments of lease liabilities

Increase/(Decrease) in accounts payable

Increase in accrued payroll

Increase/(Decrease) in accrued interest payable

Increase in lease vendor payable

Increase (Decrease) in lease liabilities

(Decrease) increase in payroll taxes

2 unchanged sentences

Proceeds from related party advances

Proceeds from related party note payable

Proceeds from security deposits

Proceeds from customer deposits

Proceeds from common stock subscriptions payable

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

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Supplemental Disclosure for Non-Cash Investing and Financing Activities:

Series A preferred stock issued pursuant to patent agreement

Cancellation of common stock

Common stock issued for conversion of debt

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

Common stock cancellation per share exchange agreement

Series B preferred stock issuance per exchange agreement

Record right-to-use asset and lease liability per ASC 842

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

HNO INTERNATIONAL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JULY 31, 2024

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JANUARY 31, 2025

NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING

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

NOTE 2 – FINANCIAL STATEMENT RESTATEMENT

In connection with the Company’s re-audit of its financial

statements for the year ended October 31, 2023, the Company’s management, in consultation with its independent registered public

accounting firm, 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 that impact the condensed financial statements for the

quarter ended January 31, 2024, 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 of stock.

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.

Owens, 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.

Reclassification of Expenses:

Expenses 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.

These adjustments have been reflected in the restated financial

statements for the quarter ended January 31, 2024.

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

Condensed Unaudited Balance Sheet for the quarter ended January 31, 2024, previously filed is as follows:

Schedule of restatement balance sheet

Balance Sheet as of January 31, 2024

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

Right-of-use asset

Security deposits

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable

Accrued interest payable

Lease liability

Advances, related party

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

Condensed Unaudited Statement of Operations for the three months ended January 31, 2024, previously filed is as follows:

Schedule of statement of operations

Statement of Operations for the three months ended January 31, 2024

As Previously Reported

Cost of goods sold

Operating expenses

General and administrative expenses

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 Condensed Unaudited Statement of Changes in Stockholders’ Deficit for the three months ended January 31, 2024, previously

filed is as follows:

Schedule of statement of changes in stockholders’ deficit

Changes in Statement of Stockholders' Deficit for the three months ended January 31, 2024

As Previously Reported

Beginning Additional Paid-in Capital - Balance at October 31, 2023

Beginning Accumulated Deficit - Balance at October 31, 2023

Beginning Total Stockholders Deficit - Balance at October 31, 2023

Series A preferred issued pursuant to patent agreement, shares

Series A preferred issued pursuant to patent agreement, amount

Net loss for the three months ended January 31, 2024

Ending Additional paid in capital - - Balance at January 31, 2024

Ending Accumulated Deficit - Balance at January 31, 2024

Ending Total Stockholders Deficit - Balance at January 31, 2024

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

Condensed Unaudited Statement of Cash Flows for the three months ended January 31, 2024, previously filed is as follows:

Schedule of statement of cash flows

Statement of Cash Flows for the three months ended January 31, 2024

As Previously Reported

Cash Flow from Operating Activities

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

Depreciation and amortization

Amortization of right-to-use asset

Changes in operating assets and liabilities:

Increase/(Decrease) in accounts payable

Increase/(Decrease) in accrued interest payable

Increase in lease vendor payable

(Increase) of right-to-use asset

Increase (Decrease) in lease liabilities

Increase (Decrease) in payroll taxes

Net Cash Used in Operating Activities

Cash Flows from Financing Activities

Proceeds from related party advances

Proceeds from security deposits

Proceeds from sale of common stock subscription payable

Proceeds from sale of common stock

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 for Non-Cash Investing and Financing Activities:

Record right-to-use asset and lease liability per ASC 842

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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 nine months ended July 31, 2024.

and cash flows of the Company for the three months ended January 31, 2025.

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 January 31, 2025, and October 31, 2024, 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 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.

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;

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

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.

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.

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.

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

tax benefits arising from deductions for these awards are recorded in additional paid-in capital, provided they exceed the cumulative

compensation cost recognized.

Income taxes are computed using the asset and liability

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

During the nine months ended

July 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

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.

During the three months ended January 31, 2025 and

2024, the Company did no t generate any revenue.

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

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Large equipment

Intangible Assets

Intangible assets consist of patents acquired in an

asset 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

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recognized on a straight-line basis over the lease term.

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.

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.

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

On July 31, 2024, we had an accumulated deficit of

$ 43,194,383 .

On January 31, 2025, we had an accumulated deficit

of $ 44,960,664 .

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.

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

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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.

The financial statements do not include any adjustments

relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might

be necessary should the Company be unable to continue as a going concern.

NOTE 5 – PROPERTY

1 unchanged sentence

equipment consisted of the following:

Schedule of property and equipment

Schedule of property and

Small equipment

3 unchanged sentences

Property and Equipment, Net

expenses for the nine months ended July 31, 2024, and 2023 were $ 110,132 and $ 18,314 , 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 as at July 31,

2024 and October 31, 2023, consisted of the following:

Schedule of intangible assets

July 31, 2024

Accumulated amortization

Intangible assets, net

expenses for the nine months ended July 31, 2024, and 2023 was $ 3,088 and $ 2,136 , respectively.

expenses for the three months ended January 31, 2025 and 2024 were $ 47,612 and $ 32,246 , respectively.

NOTE 6 – LEASES

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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.

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.

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.

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

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

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 .

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

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

As of July 31, 2024, the ROU asset was $ 135,875

and operating lease liabilities were $ 136,719 .

The operating lease liabilities consist of a current portion of $ 56,051 and a non-current

portion of $ 80,668 .

As of January 31, 2025, the right-of-use asset

was $ 107,740 and operating lease liabilities were $ 109,286 .

The operating lease liabilities consist of a current portion of $ 58,041 and

a non-current portion of $ 51,245 .

The weighted average remaining lease term was 1.83 years and the weighted average discount rate was

Operating Cash Flows Related to Leases

During the nine months ended July 31, 2024, the Company

made cash payments totaling $844 related to its operating leases.

These payments are included in the Condensed Statement of Cash Flows

under operating activities as "Payments of lease liabilities."

Remaining lease term as of July 31, 2024:

Remaining lease term as of January 31, 2025:

Schedule of remaining lease term

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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.

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,

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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.

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.

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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 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

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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.

The Company 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

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.

The Company 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

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

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

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

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.

During the quarter ended

January 31, 2025, 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 29,293 shares of its common stock, $ 0.001

par value per share, (“common stock”) for an aggregate cash purchase price of $ 15,000 .

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 January 31, 2025, the Company's Board of Directors granted approval for the issuance of 16,125,000 shares of our common stock valued

at $ 265,502 , 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 January 31, 2025 and October 31, 2024, the Company

had 75,592,158 and 419,437,865 shares of common stock issued and outstanding, respectively.

Stock Receivable

As of July 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.

As of January 31, 2025 and 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;

$ 13,750 has been classified as common stock receivable.

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

9 unchanged sentences

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.

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

As of July 31, 2024, the Company sold 17,750 shares

As of January 31, 2025, 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;

8 unchanged sentences

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 July 31, 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.

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 January 31, 2025, and October 31, 2024, the

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

Series B Preferred Stock

The Company is authorized to issue 500,000 shares

of Series B preferred stock, par value $ 0.001 .

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, Donald Owens exchanged 245,000,000 shares

of the Company’s common stock for 245,000 shares of 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 Donald Owens.

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.

exchanged 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 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.

As of January 31, 2025, and October 31, 2024, the

Company had 360,000 and 0 shares of Series B preferred stock issued and outstanding, respectively.

NOTE 9 – RELATED PARTY TRANSACTIONS

Notes Payable, Related Party

On November 19, 2021, the Company 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 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 November 19, 2021, the Company 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 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 due in connection with this note was paid in full on August 21, 2024.

On December 1, 2021, 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 January 1, 2023.

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

At July 31, 2024, there is $ 435,000 of principal and

$ 25,325 of accrued interest due on this note.

This note had a maturity date of January 1, 2023 .

17, 2024, the Company entered into an extension to the promissory note, extending the maturity date to December 31, 2024, and waiving

all prior defaults.

On December 19, 2024, the Company executed another extension, further extending the maturity date to December 31,

2025 , and waiving all prior defaults.

On August 21, 2024, the Company paid $ 27,517 in accrued interest.

At January 31, 2025, there is

$ 435,000 of principal and $ 2,193 of accrued interest due on this note.

On May 31, 2022, the Company issued a note payable

2 unchanged sentences

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

At July 31, 2024, there is $ 590,000 of principal and $ 25,604 of accrued interest due

on this note.

At January 31, 2025, there is $ 590,000 of principal and $ 31,553 of accrued interest

due on this note.

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

2 unchanged sentences

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

At July 31, 2024, there is $ 50,000 of principal and $ 1,838 of accrued interest

due on this note.

On January 17, 2024, the Company entered into an extension to the promissory note,

extending the maturity date to December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension,

further extending the maturity date to December 31, 2025, and waiving all prior defaults.

On August 21, 2024, the Company paid $ 2,090

in accrued interest.

At January 31, 2025, there is $ 50,000 of principal and $ 252 of accrued interest due on this note.

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

2 unchanged sentences

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

At July 31, 2024, there is $ 50,000 of principal and $ 1,781 of accrued interest

due on this note.

On January 17, 2024, the Company entered into an extension to the promissory note,

extending the maturity date to December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension,

further extending the maturity date to December 31, 2025, and waiving all prior defaults.

On August 21, 2024, the Company paid $ 2,033

in accrued interest.

At January 31, 2025, there is $ 50,000 of principal and $ 252 of accrued interest due on this note.

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

1 unchanged sentence

This note bears an interest rate of 2 %

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

At July 31, 2024, there is $ 50,000 of principal and $ 1,419 of accrued interest due

on this note.

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

On March 1, 2024, the Company entered into an extension to the promissory note, extending

the maturity date to December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension,

further extending the maturity date to December 31, 2025, and waiving all prior defaults.

On August 21, 2024, the Company paid $ 1,671

in accrued interest.

At January 31, 2025, there is $ 50,000 of principal and $ 252 of accrued interest due on this note.

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

1 unchanged sentence

This note bears an interest rate of 2 %

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

At July 31, 2024, there is $ 50,000 of principal and $ 1,400 of accrued interest due

on this note.

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

On March 1, 2024, the Company entered into an extension to the promissory note, extending

the maturity date to December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension,

further extending the maturity date to December 31, 2025, and waiving all prior defaults.

On August 21, 2024, the Company paid $ 1,652

in accrued interest.

At January 31, 2025, there is $ 50,000 of principal and $ 252 of accrued interest due on this note.

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

1 unchanged sentence

This note bears an interest rate of 2 %

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

At July 31, 2024, there is $ 50,000 of principal and $ 1,359 of accrued interest

due on this note.

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

On March 1, 2024, the Company entered into an extension to the promissory note,

extending the maturity date to December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension,

further extending the maturity date to December 31, 2025, and waiving all prior defaults.

On August 21, 2024, the Company paid $ 1,611

in accrued interest.

At January 31, 2025, there is $ 50,000 of principal and $ 252 of accrued interest due on this note.

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

1 unchanged sentence

This note bears an interest rate of 2 %

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

At July 31, 2024, there is $ 50,000 of principal and $ 1,329 of accrued interest due

on this note.

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

On March 1, 2024, the Company entered into an extension to the promissory note, extending

the maturity date to December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension,

further extending the maturity date to December 31, 2025, and waiving all prior defaults.

On August 21, 2024, the Company paid $ 1,581

in accrued interest.

At January 31, 2025, there is $ 50,000 of principal and $ 252 of accrued interest due on this note.

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

1 unchanged sentence

This note bears an interest rate of 2 %

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

At July 31, 2024, there is $ 20,000 of principal and $ 520 of accrued interest due

on this note.

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

On March 1, 2024, the Company entered into an extension to the promissory note, extending

the maturity date to December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension,

further extending the maturity date to December 31, 2025, and waiving all prior defaults.

On August 21, 2024, the Company paid $ 621 in

accrued interest.

At January 31, 2025, there is $ 20,000 of principal and $ 101 of accrued interest due on this note.

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

1 unchanged sentence

This note bears an interest rate of 2 %

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

At July 31, 2024, there is $ 30,000 of principal and $ 774 of accrued interest due

on this note.

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

has recorded $ 61,786 and $ 41,270 , respectively in accrued interest in connection with these notes in the accompanying condensed 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.