What changed in this filing

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Item 1. Financial Statements

2025-06-23 compared with 2025-04-18 · 404 added, 556 removed, 357 unchanged (73% of the section changed)

3 unchanged sentences

Current Assets

Accounts receivable

Total Current Assets

11 unchanged sentences

Advances, related party

Convertible note payable, at fair value

Customer deposits

Lease vendor payable

Notes payable, related party

10 unchanged sentences

10,000,000 shares authorized;

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

5,000,000 and 5,000,000 shares issued and outstanding as of April 30, 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

360,000 and 0 shares issued and outstanding as of April 30, 2025 and October 31, 2024, respectively

Common stock, par value $ 0.001 per share;

985,000,000 shares authorized;

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

80,150,491 and 419,437,865 shares issued and outstanding as of April 30, 2025 and October 31, 2024, respectively

Common stock payable

8 unchanged sentences

For the Three Months Ended

For the Six Months Ended

(As Restated)

Cost of goods sold

2 unchanged sentences

General and administrative expenses

Share based compensation

Depreciation and amortization

3 unchanged sentences

Interest expense

Loss on fair value of convertible note

Loss on write-off of intangible asset

Total Other (Expenses)

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CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

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

For the three months and six months ended April 30, 2025 and 2024 (As Restated)

Series A Preferred Stock

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Balance at January 31, 2024 (Restated)

For the three months ended January 31, 2025

Regulation A stock issuances

Net loss for the three months ended April 30, 2024

Balance at April 30, 2024 (Restated)

Balance at October 31, 2024

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Series B preferred stock issuances

Common stock based compensation

Share based compensation

Net loss for the three months ended January 31, 2025

Balance at January 31, 2025

Regulation D stock issuances

Net loss for the three months ended April 30, 2025

Balance at April 30, 2025

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

(As Restated)

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Depreciation and amortization

Amortization of right-to-use asset

Legal services provided in exchange for convertible note

Loss on fair value of convertible note

Loss on write-off of intangible asset

Share based compensation

Changes in operating assets and liabilities:

Decrease in due from related party

(Increase) in accounts receivable

Increase in accrued interest receivable

Increase/(Decrease) in accounts payable

Increase in accrued payroll

Increase/(Decrease) in accrued payroll

Increase/(Decrease) in accrued interest payable

Increase in lease vendor payable

Increase (Decrease) in lease liabilities

Operating lease ROU assets and lease liabilities, net

(Decrease) increase in payroll taxes

2 unchanged sentences

Proceeds from related party advances

Repayment of related party advances

Proceeds from security deposits

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Supplemental Disclosure for Non-Cash Investing and Financing Activities:

Acquired property and equipment remaining in accounts payable

Common stock cancellation per share exchange agreement

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

Convertible note issued in exchange for legal services, recorded at fair value

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

HNO INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JANUARY 31, 2025

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

APRIL 30, 2025

NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING

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(the “Company”)

was incorporated in the State of Nevada on May 2, 2005 under the name American Bonanza Resources Limited.

On August 4, 2009, the Company

acquired Clenergen Corporation Limited (UK), a United Kingdom corporation (“Limited”), and succeeded to the business of Limited.

Limited acquired the assets of Rootchange Limited, a biofuel and biomass research and development company, in April 2009.

2009, the Company changes its name to Clenergen Corporation.

On July 8, 2020, the Company changed its name to Excoin Ltd.

and on August

31, 2021, the Company changed its name to HNO International, Inc.

its current name.

was incorporated in the State of Nevada on May 2, 2005.

The Company specializes in the design, integration,

and development of green hydrogen-based clean energy technologies.

With the Company’s management having over 13 years of experience

in the field of green hydrogen production, the Company is committed to providing scalable products that help businesses and communities

decarbonize, reduce emissions, and cut operational costs.

The Company is committed to providing scalable products that help businesses

and communities decarbonize, reduce emissions, and cut operational costs.

HNO stands for Hydrogen and Oxygen.

The Company is at the forefront of developing

innovative solutions, such as the Compact Hydrogen Refueling System (CHRS) and the Compact Hydrogen Production System (CHPS), which can

be used to produce green hydrogen for various applications including fuel cell electric vehicles, hydrogen internal combustion engines,

heating, and cooking.

The CHPS is highly scalable, capable of producing 100-2,000 (or more) kilograms of hydrogen per day for commercial

use in various applications.

In addition, the Company develops energy systems that complement the zero-emissions EV infrastructure, reduce

harmful emissions, and cut maintenance costs of commercial diesel fleets.

By integrating components from leading industry partners, the

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

The Company is at the forefront

of developing innovative solutions, such as the Compact Hydrogen Refueling System (CHRS) and the Compact Hydrogen Production System (CHPS),

which can be used to produce hydrogen for various applications including fuel cell electric vehicles, hydrogen internal combustion engines,

heating and cooking applications.

The CHPS is highly scalable, capable of producing 100-2,000 (or more) kilograms of hydrogen per day

for commercial use in various applications.

In addition, the Company develops energy systems that complement the zero-emissions EV infrastructure,

reduce harmful emissions, and cut maintenance costs of commercial diesel fleets.

By integrating components from leading industry partners,

the 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:

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 April 30, 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.

price was adjusted from $ 0.001 to $ 0.23 and 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.

paid-in capital and an adjustment in the accumulated deficit to reflect the revised stock valuation and related share-based compensation.

Termination of Patent Purchase Agreement:

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ensures that financial obligations are accurately reported in the period in which they were incurred.

The restatement includes the initial recognition of right-of-use

assets and corresponding lease liabilities on the balance sheet to properly reflect lease accounting in accordance with ASC 842.

These adjustments have been reflected in the restated financial

statements for the quarter ended January 31, 2024.

statements for the quarter ended April 30, 2024.

Impact of the Restatement

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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

as appropriate to reflect the impact of the restatement.

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:

Condensed Unaudited Statement of Operations for the three and six months ended April 30, 2024, previously filed is as follows:

Schedule of statement of operations

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

Statement of Operations for the three months ended April 30, 2024

As Previously Reported

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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

Statement of Operations for the six months ended

April 30, 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 and six months ended April 30, 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

Changes in Statement of Stockholders' Deficit for the three months ended April 30, 2024

As Previously Reported

Beginning Additional Paid-in Capital - Balance at January 31, 2024

Beginning Accumulated Deficit - Balance at January 31, 2024

Beginning Total Stockholders’ Deficit - Balance at January 31, 2024

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 April 30, 2024

Ending Additional paid in capital - Balance at April 30, 2024

Ending Accumulated Deficit - Balance at April 30, 2024

Ending Total Stockholders’ Deficit - Balance at April 30, 2024

Changes in Statement of Stockholders' Deficit for the six months ended April 30, 2024

As Previously Reported

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

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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:

Net loss for the six months ended April 30, 2024

Ending Additional paid in capital - Balance at April 30, 2024

Ending Accumulated Deficit - Balance at April 30, 2024

Ending Total Stockholders’ Deficit - Balance at April 30, 2024

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

reported Condensed Unaudited Statement of Cash Flows for the six months ended April 30, 2024, previously filed is as follows:

Schedule of statement of cash flows

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

Statement of Cash Flows for the six months ended

April 30, 2024

As Previously Reported

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Depreciation and amortization

Amortization of right-to-use asset

Changes in operating assets and liabilities:

Decrease in due from related party

Increase in accrued interest receivable

Increase/(Decrease) in accounts payable

1 unchanged sentence

Increase in lease vendor payable

(Increase) of right-to-use asset

Increase (Decrease) in lease liabilities

Operating lease ROU assets and lease liabilities, net

Increase (Decrease) in payroll taxes

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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 three months ended January 31, 2025.

The accompanying condensed financial statements have

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

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 three and six months ended April 30, 2025.

Out-of-Period Adjustment

During the three months ended April 30, 2025, the Company

recorded an out-of-period adjustment to write off the full gross amount of a previously capitalized intangible asset related to the

prototype Compact Hydrogen Refueling Station (“CHRS”).

The asset was originally recorded at $ 136,725 following the

conversion of a SAFE investment into intellectual property.

Upon further evaluation, management determined that the asset did not

meet the criteria for capitalization.

Management evaluated the error, both qualitatively and quantitatively,

and concluded that the adjustment was not material to any prior interim or annual period.

The Company recorded an expense of $ 105,190 ,

presented as “Loss on write-off of intangible asset” within other expenses for the quarter ended April 30, 2025.

The remaining

balance of the gross asset and related accumulated amortization were removed from the balance sheet as part of the adjustment.

The previously

recorded amortization from earlier periods was not reversed and remains reported in those respective periods.

Use of Estimates

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

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

not hold any investments that qualify as cash equivalents.

As of April 30, 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.

The Company maintains its cash balances at financial

institutions, which at times may exceed federally insured limits.

While the Company monitors the credit quality of its banking institutions,

cash balances in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits expose the Company to a certain degree of credit

risk in the event of the financial institutions' failure.

Stock-Based Compensation

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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.

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

for stock-based awards is recognized as a non-cash expense on the statement of operations.

The expense associated with these awards is

recorded based on the fair value on the date of grant, as determined using a pricing model commensurate with the terms of the award.

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

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, currently included in general and administrative expenses on the statement of operations

as the Company does not allocate compensation costs to Costs of Goods Sold.

As of 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 recognized.

Income taxes are computed using the asset and liability

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allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

The Company follows the provisions of ASC 740, Income

Taxes , related to accounting for uncertainty in income taxes.

ASC 740 prescribes a recognition threshold and measurement process for

uncertain tax positions taken or expected to be taken in a tax return.

The Company recognizes the financial statement effects of a tax

position when it is more likely than not that, based on technical merits, the position will be sustained upon examination by the relevant

taxing authorities.

The Company had no unrecognized tax benefits as of April 30, 2025 and October 31, 2024, and does not anticipate any

significant changes in unrecognized tax benefits within the next 12 months.

Revenue Recognition

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 three months ended January 31, 2025 and

2024, the Company did no t generate any revenue.

from Contracts with Customers (“ASC 606”).

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 obligation.

In certain arrangements where the Company facilitates

the provision of goods or services provided by a third party, and does not take control of those goods or services, revenue is recognized

on a net basis, limited to the margin or fee earned, consistent with the Company’s role as an agent under ASC 606-10-55-36 through

During the three months ended April 30, 2025, the

Company recognized $ 43,708 in revenue related to the facilitation of delivery of hydrogen refueling equipment and related services.

on its evaluation of the arrangement, the Company determined that it acted as an agent with respect to the facilitation of delivery of

equipment, as it did not obtain control of the goods and the third-party vendor delivered directly to the customer.

As a result, revenue

was recognized on a net basis, excluding gross billings and associated third-party costs, in accordance with ASC 606.

Basic and Diluted Net Loss per Common Share

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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.

computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares

issuable as common stock equivalents.

As the Company is currently presenting net losses the weighted-average number of common shares outstanding

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

Property and Equipment

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When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or

losses are included in income in the year of disposal.

The Company examines the possibility of decreases in the value of property and

equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

The Company’s property and equipment mainly

consists of computer and laser equipment.

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

losses are included in the statement of operations in the year of disposal.

The Company examines the possibility of decreases in the value

of property and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

The Company’s property and equipment consists

of specialized hydrogen equipment, related processing systems, and vehicles.

Depreciation is computed using the straight-line method over

the estimated useful lives of the assets.

Small equipment is depreciated over 3 years, vehicles are depreciated over 4 years, and large

equipment is depreciated over 7 years.

Schedule of estimated useful lives

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

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.

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 liability.

A right-of-use asset represents the economic benefit conveyed to the Company by the right to

use the underlying asset over the lease term.

A lease liability represents the obligation to make lease payments arising from the

use of the asset over the lease term.

As most of the Company’s leases do not provide an implicit interest rate, the lease

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

incremental borrowing rate.

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

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

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

Leases with an initial expected term of 12 months or

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

Fair value of financial instruments

The Company’s financial instruments, including

cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which approximates their

fair value, due to the relatively short maturity of these instruments.

The Company’s convertible promissory note issued

on April 7, 2025, is classified as a liability and measured at fair value on a recurring basis in accordance with ASC 480, Distinguishing

Liabilities from Equity , as the instrument requires settlement in a variable number of shares for a fixed monetary amount.

value of the convertible note was determined based on the conversion terms and observable market price of the Company’s common stock.

Fair value is defined as the price that would be received

to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the

highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest

priority to unobservable inputs (Level 3 measurements).

These tiers include:

· Level 1, defined as observable inputs such as quoted prices

for identical instruments in active markets;

· Level 2, defined as inputs other than quoted prices in active

markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices

for identical or similar instruments in markets that are not active;

· Level 3, defined as unobservable inputs

in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from

valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

and liabilities measured at fair value on a recurring basis as of April 30, 2025 were as follows:

Schedule of fair value of assets and liabilities

Convertible note payable

Total liabilities

NOTE 4 – GOING CONCERN

On January 31, 2025, we had an accumulated deficit

of $ 44,960,664 .

On April 30, 2025, we had an accumulated deficit of

$ 45,430,730 .

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

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Property and Equipment, Net

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

expenses for the six months ended April 30, 2025 and 2024 were $ 105,151 and $ 68,041 , 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 a lease

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.

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

The Company’s

principal executive office is located at 41558 Eastman Drive, Suite B, Murrieta, California 92562.

Suite C is utilized for testing and

research equipment .

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

for 36 months to November 30, 2026.

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

The monthly rental amount for Suite B was $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

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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 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 Company determined the above office space leases

and related extensions are classified as operating leases under 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 the Company’s leases do not provide an implicit interest

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

estimated incremental borrowing rate.

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

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

based on information available at the commencement date of the lease.

As of April 30, 2025, the ROU asset was $ 93,496 and operating lease

liabilities were $ 95,033 .

The operating lease liabilities consist of a current portion of $ 58,989 and a non-current portion of $ 36,044 .

The weighted average remaining lease term was 1.58 years and the weighted average discount rate was 4.14 %.

Remaining lease term as of January 31, 2025:

Remaining lease term as of April 30, 2025:

Schedule of remaining lease term

5 unchanged sentences

par value $ 0.001 .

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 .

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 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 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 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 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 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.

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

6 unchanged sentences

$ 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.

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

Whereby the Company privately sold a total of 29,293 shares of its 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 Act.

During the quarter

3 unchanged sentences

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.

quarter ended April 30, 2025, the 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 4,558,333 shares of its common stock, for

a cash purchase price of $ 527,500 .

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

Stock Receivable

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

As of April 30, 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

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

As of January 31, 2025, the Company sold 15,250 shares

As of April 30, 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;

7 unchanged sentences

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 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.

Company issued 5,000,000 shares of its Series A Preferred Stock to Donald Owens, the Company’s Chief Executive Officer (CEO) and

Chairman, valued at $ 82,500 for patents.

On March 13, 2025, the Company and Mr.

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

As of April 30, 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

2 unchanged sentences

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.

Exchange Agreement with the CEO.

Pursuant to the agreement, the CEO 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

(“HNO Green Fuels), a related party.

Pursuant to the agreement, HNO Green Fuels exchanged 115,000,000 shares

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

3 unchanged sentences

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.

As of April 30, 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 due in connection with this note was paid in full on August 21, 2024.

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

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

This note bears an interest rate of 2 %

per annum and had a maturity date of January 1, 2023.

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

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

in the amount of $ 500,000 to HNO Green Fuels, Inc.

(HNO Green Fuels) of which the CEO of the Company is also the Chief Executive Officer

of HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity date of January 1, 2023.

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

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.

At April 30, 2025, there is $ 435,000

of principal and $ 4,314 of accrued interest due on this note.

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

in the amount of $ 590,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

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

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

due on this note.

in the amount of $ 590,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and has a maturity date of May 31, 2030.

At April 30, 2025, there is $ 590,000 of principal and $ 34,430 of accrued interest due on this note.

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

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

This note bears an interest rate of 2 %

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

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.

in the amount of $ 50,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity date of October

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.

At April 30, 2025, there is $ 50,000 of principal and $ 496 of accrued interest due

on this note.

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

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

This note bears an interest rate of 2 %

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

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.

in the amount of $ 50,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity date of November

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.

At April 30, 2025, there is $ 50,000 of principal and $ 496 of accrued interest due

on this note.

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

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

This note bears an interest rate of 2 %

per annum and had a maturity date of 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.

in the amount of $ 50,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity date of March

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.

At April 30, 2025, there is $ 50,000 of principal and $ 496 of accrued interest due on this note.

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

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

This note bears an interest rate of 2 %

per annum and had a maturity date of 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.

in the amount of $ 50,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity date of March

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.

At April 30, 2025, there is $ 50,000 of principal and $ 496 of accrued interest due on this note.

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

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

This note bears an interest rate of 2 %

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

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

in the amount of $ 50,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity date of March

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.

At April 30, 2025, there is $ 50,000 of principal and $ 496 of accrued interest

due on this note.

On April 3, 2023, the Company issued a note

payable in the amount of $ 50,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original 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 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

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

This note bears an interest rate of 2 %

per annum and had a maturity date of 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.

At April 30, 2025, there is $ 50,000 of principal

and $ 496 of accrued interest due on this note.

On April 13, 2023, 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 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.

in the amount of $ 20,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity date of April

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.

At April 30, 2025, there is $ 20,000 of principal and $ 198 of accrued interest due

on this note.

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

in the amount of $ 30,000 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 April 17, 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 $ 787 in accrued interest.

At January 31, 2025, there is $ 30,000 of principal and $ 290 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 January 31, 2025 and October 31, 2024, these

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

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

has recorded $ 35,776 and $ 28,845 , respectively in accrued interest in connection with these notes in the accompanying financial statements.

in the amount of $ 30,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity date of April

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.

At April 30, 2025, there is $ 30,000 of principal and $ 436 of accrued interest due

on this note.

As of April 30, 2025 and October 31, 2024, these current

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

As of April 30, 2025 and October 31, 2024, the Company

has recorded $ 42,354 and $ 28,718 , respectively in accrued interest in connection with these notes in the accompanying condensed unaudited

financial statements.

Advances from Related Party

During the year 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 ended October 31, 2024, the Company’s

CEO, advanced $ 950,585 to the Company to cover operating expenses.

During the year ended October 31, 2024, HNO Green

Fuels, Inc., advanced $ 10,000 to the Company to cover operating expenses.

During the three months ended January 31, 2025, Donald

Owens, the Company's Chairman of the Board of Directors, advanced $ 16,000 to the Company to cover operating expenses.

Fuels advanced $ 10,000 to the Company to cover operating expenses.

During the three months ended January 31, 2025, the

Company’s CEO, advanced $ 16,000 to the Company to cover operating expenses.

During the three months ended January 31, 2025, HNO

Green Fuels, Inc., advanced $ 343,000 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

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

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

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

This settlement agreement fully resolved

all claims associated with the receivable.

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

sheet as accrued interest receivable.

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

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

("Varea"), a Delaware corporation.

Pursuant to the SAFE,

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

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

to an agreed-upon budget.

Prior to entering into this SAFE, the Company had

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

expenses by HNOI.

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

proposed a revised approach.

Under the newly proposed approach, Varea Inc.

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

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

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

International, Inc.

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

The transition

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

The terms and conditions

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

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, was $ 136,725 .

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 three months ended January 31, 2025 is $ 6,836 , 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

Green Fuels, advanced $ 343,000 to the Company to cover operating expenses.

During the three months ended April 30, 2025, the

Company repaid $ 20,000 to Donald Owens as partial repayment of previously advanced funds.

During the three months ended April 30, 2025, HNO

Green Fuels advanced an additional $ 150,000 and the Company repaid $ 130,000 as partial repayment of previously advanced funds.

As of April 30, 2025 and October 31, 2024, related

party advances had an outstanding balance of $ 1,319,585 and $ 960,585 , respectively.

– CONVERTIBLE PROMISSORY NOTE

7, 2025, the Company entered into a Legal Services Agreement with Newlan Law Firm, PLLC, pursuant to which the Company issued a $ 45,000

principal amount convertible promissory note in payment of legal services.

This convertible promissory note is convertible any time beginning

180 days from its issue date, bears interest at 8 % per annum and is due in April 2026.

The conversion price under this convertible promissory

note is equal to 75% of the closing price of the Company’s common stock on the trading day immediately preceding the date of conversion.

On the issuance

date, April 7, 2025, the Company determined the fair value of the note to be $ 59,985 and recorded the full amount as a liability.

excess of $ 14,985 over the $ 45,000 principal amount was recognized as a loss on fair value of convertible note in the condensed statements

of operations.

30, 2025, the Company would have accrued $ 227 in interest based on the 8 % per annum rate applied to the $ 45,000 principal balance.

amount was not required to be recorded separately due to the fair value measurement of the convertible promissory note.

Following is the maturity schedule for

the Company’s convertible notes payable as of April 30, 2025:

Schedule of maturity convertible notes payable

Fiscal year ended October 31,

NOTE 11 – TERMINATION OF PATENT AGREEMENT

1 unchanged sentence

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.

Company entered into a Patent Purchase Agreement with the Company’s CEO, 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 .

8 unchanged sentences

A copy of the Termination Agreement was attached to the Company’s Annual Report on Form 10-K as Exhibit

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 .

In connection with the PSA, the Company deposited $ 100,000 in earnest money, which was applied towards the

purchase price of the sale proceeds as planned.

Although the earnest money was non-refundable, the PSA provided

for return of the deposit under certain conditions, including the failure to satisfy specific contingencies.

When such conditions

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

As a result, TCF Elrod, LLC refunded the $ 100,000 earnest

money deposit to the Company on December 4, 2023 .

NOTE 12 – SUBSEQUENT EVENTS

events have been evaluated through April 9, 2025, which represents the date the financial statements were available to be issued, and

events have been evaluated through June 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.

7, 2025, the Company entered into a Legal Services Agreement with Newlan Law Firm, PLLC, pursuant to which the Company issued a $ 45,000

principal amount convertible promissory note in payment of legal services.

This convertible promissory note is convertible any time beginning

180 days from its issue date, bears interest at 8 % per annum and is due in April 2026.

The conversion price under this convertible promissory

note is equal to 75% of the closing price of the Company’s common stock on the trading day immediately preceding the date of conversion.

Common Stock Issued

Company entered into Stock Subscription Agreements with accredited investors (under Rule 506(b) of Regulation D under the Securities

Company entered into a Stock Subscription Agreement with an 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 3,700,000 shares of its common stock, $ 0.001 par value per

share (“common stock”), for a cash purchase price of $ 185,000 .

The Company issued 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, 50,000 shares on March 17, 2025, 350,000 shares on

March 20, 2025 and 75,000 shares on March 26, 2025 as ‘restricted securities’ under Rule 144 of the Securities Act.

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

Termination of Patent Purchase

13, 2025, the Company and Donald Owens mutually agreed to terminate the Patent Purchase Agreement as of January 24, 2023.

the termination, the patents were returned to Mr.

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

the Termination Agreement was attached to the Company’s Annual Report filed on Form 10-K as Exhibit 10.27.

The Company issued 500,000 shares on May

13, 2025, 1,000,000 shares on May 23, 2025, 400,000 shares on May 30, 2025, 300,000 shares on June 2, 2025, 1,000,000

on June 5, 2025 and 500,000 on June 18, 2025 as "restricted securities" under Rule 144 of the Securities Act.

The Company intends

to use the proceeds for general working capital purposes.

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

What changed 10-Q

Item 1. Financial Statements