What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-06-23 compared with 2025-04-18 · 190 added, 140 removed, 92 unchanged (78% of the section changed)

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engineering design, integration, and products to multiple markets, which include:

(i) the zero-emission vehicle and mobile equipment market

consisting of hydrogen fuel cell electric passenger vehicles, material handling equipment such as forklifts and airport ground support

equipment, as well as the medium and heavy-duty truck market;

(ii) the current and emerging hydrogen gas markets encompassing ammonia,

fertilizer, steel, mining, electronics, semiconductors, and fuel cell electric vehicles;

(i) the zero-emission vehicle and mobile equipment

market consisting of hydrogen fuel cell electric passenger vehicles, material handling equipment such as forklifts and airport ground

support equipment, as well as the medium and heavy-duty truck market;

(ii) the current and emerging hydrogen gas markets

encompassing ammonia, fertilizer, steel, mining, electronics, semiconductors, and fuel cell electric vehicles;

(iii) and the gasoline and diesel engine emissions

and maintenance reduction product and services market;

(iv) decentralized clean power generation through

the newly launched EcoFlare Power division, which captures and converts flared natural gas into electricity and hydrogen for data centers,

Bitcoin mining, and industrial use;

(v) distributed hydrogen infrastructure through the newly introduced HyGrid™ intelligent microgrid system, a solar-hydrogen hybrid

platform enabling off-grid hydrogen production, storage, and refueling.

Results of Operations

For the three months ended January 31, 2025

For the three months ended

January 31, 2025 and January 31, 2024, we generated no revenue.

For the three months ended April 30, 2025 and

For the three months ended April 30, 2025 and 2024, the Company

recognized revenue of $43,708 and $0, respectively.

Revenue in the current period was generated from the facilitation of the delivery

of hydrogen equipment and related integration support.

The Company concluded that it acted as an agent with respect to the equipment component

of the arrangement, as it did not take control of the goods and the third-party supplier shipped directly to the customer.

revenue was recognized on a net basis, limited to the Company’s retained margin.

Cost of Goods Sold

Cost of Goods Sold consists of direct

expenses related to hydrogen engineering services and combustion solution projects, including materials, subcontracted labor, and other

project-specific implementation costs.

For the three months ended April 30, 2025 and 2024, total cost of sales was $0 and $0, respectively.

The Company acted as an agent in facilitating delivery of certain hydrogen refueling equipment during the 2025 period and did not generate

separate cost of goods sold.

For the three months ended April 30, 2025

and 2024, gross profit was $43,708 and $0, respectively.

The increase reflects revenue generated from the facilitation of the delivery

of hydrogen equipment and integration support services.

As the Company was acting as an agent with respect to the equipment delivered

by a third-party vendor, no cost of goods sold was recognized, and gross profit equaled the margin retained.

Operating Expenses

Operating expenses for the three months ended January

31, 2025, were $627,406 compared to $500,441 for the same period in 2024.

This increase is attributable to the Company’s efforts

to expand operations.

Net loss for the three months ended January 31, 2025,

General and administrative expenses were $314,323

for the three months ended April 30, 2025, compared to $526,635 during the same period in 2024, a decrease of $212,312.

was due to reduced professional fees, lower consultant costs, and a general reduction in administrative overhead.

Depreciation and amortization expense increased by $14,908, totaling

$57,539 for the three months ended April 30, 2025, compared to $42,631 for the three months ended April 30, 2024, due to depreciation

associated with additional property and equipment acquired during the period.

and marketing expenses were $14,810 for the three months ended April 30, 2025, compared to $0 for the same period in 2024.

reflects expanded outreach efforts supporting the Company’s hydrogen engineering and combustion solutions.

Other Income (Expenses)

Other expenses increased from $1,589 for the three

months ended April 30, 2024 to $127,102 for the period ended April 30, 2025, the increase primarily related to $14,985 loss on fair value

of convertible note related to the issuance of a convertible note in exchange for legal services and $105,190 loss on the write-off of

intangible asset as a result of an out-of-period adjustment due to the incorrect capitalization of costs associated with developed intellectual

Net loss for the three months ended April 30, 2025,

was $470,066 compared to a net loss of $570,855 during the same period in 2024.

General and Administrative, and Contract Labor

General and Administrative, and Contract Labor expenses

were $302,105 for the three months ended January 31, 2025, as compared to $464,005 during the same period in 2024.

For the six months ended April 30, 2025 and

For the six months ended April 30, 2025 and 2024, the Company recognized

revenue of $43,708 and $0, respectively.

Revenue in the current period was generated from the facilitation of delivery of hydrogen equipment

and related integration support.

The Company concluded that it acted as an agent with respect to the equipment component of the arrangement,

as it did not take control of the goods and the third-party supplier shipped directly to the customer.

As a result, revenue was recognized

on a net basis, limited to the Company’s retained margin.

Cost of Goods Sold

Cost of Goods Sold consists of direct

expenses related to hydrogen engineering services and combustion solution projects, including materials, subcontracted labor, and other

project-specific implementation costs.

For the six months ended April 30, 2025 and 2024, total cost of sales was $0 and $0, respectively.

The Company acted as an agent in facilitating delivery of certain hydrogen refueling equipment during the 2025 period and did not generate

separate cost of sales.

For the six months ended April 30, 2025 and

2024, gross profit was $43,708 and $0, respectively.

The increase reflects revenue generated from the facilitation of delivery of hydrogen

equipment and integration support services.

As the Company was acting as an agent with respect to the equipment delivered by a third-party

vendor, no cost of goods sold was recognized, and gross profit equaled the margin retained.

Operating Expenses

changed due to the Company’s efforts to streamline operations and reduce overhead costs.

General and administrative expenses were $881,930

for the six months ended April 30, 2025, compared to $990,641 during the same period in 2024, a decrease of $108,711.

The current period

included $265,502 of share-based compensation expense.

No share-based compensation was recorded during the same period in 2024.

share-based compensation, general and administrative expenses decreased by $374,213, primarily due to reduced professional fees, lower

consultant costs, and a general reduction in administrative overhead.

Depreciation and amortization expense increased by

$32,921 to $111,988 for the six months ended April 30, 2025, compared to $79,067 for the same period in 2024, reflecting depreciation

on additions to property and equipment.

Advertising and marketing expenses were $20,160 for

the six months ended April 30, 2025, compared to $0 for the same period in 2024.

The increase reflects the Company’s expanded outreach

and promotional activities supporting its hydrogen engineering and combustion solutions offerings.

Other Income (Expenses)

Other expenses increased from $8,220 for the six months

ended April 30, 2024 to $134,034 for the period ended April 30, 2025, the increase primarily related to $14,985 loss on fair value of

convertible note related to the issuance of a convertible note in exchange for legal services and $105,190 loss on the write-off of intangible

asset as a result of an out-of-period adjustment due to the incorrect capitalization of costs associated with developed intellectual property.

Net loss for the six months ended April 30, 2025,

was $1,104,404 compared to a net loss of $1,077,928 during the same period in 2024.

Forward-Looking Considerations

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Liquidity and Capital Resources

a net loss for the three months ended January 31, 2025 of $634,338 and had an accumulated deficit of $44,960,664 at January 31, 2025.

At January 31, 2025, we had a cash balance of $47,900, compared to a cash balance of $20,255 at October 31, 2024.

At January 31, 2025,

the working capital deficit was $2,448,140, compared to a working capital deficit of $1,969,965 at October 31, 2024.

Our existing and

available capital resources are not expected to be sufficient to satisfy our funding requirements through one year from the date of this

filing in the absence of share issuances or other sources of financing.

a net loss for the three months ended April 30, 2025 of $470,066 and had an accumulated deficit of $45,430,730 at April 30, 2025.

30, 2025, we had a cash balance of $72,614, compared to a cash balance of $20,255 at October 31, 2024.

At April 30, 2025, the working

capital deficit was $2,627,780, compared to a working capital deficit of $1,969,965 at October 31, 2024.

Our existing and available capital

resources are not expected to be sufficient to satisfy our funding requirements through one year from the date of this filing in the absence

of share issuances or other sources of financing.

been able to generate sufficient cash from operating activities to fund our ongoing operations.

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and the results of operations.

For the Three months Ended January 31, 2025 and

For the Six Months Ended April 30, 2025 and 2024

The following table summarizes our cash flows for

the periods indicated below:

the Three months Ended January 31,

For the Six Months Ended April 30,

Cash Used in Operating Activities

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Cash Used in Operating Activities

During the three months ended January 31, 2025, cash

used in operating activities amounted to $(168,412), primarily reflecting our net loss of $(634,338).

This impact was partially offset

by non-cash charges, including depreciation and amortization of $54,449 and share-based compensation totaling $265,502.

Additionally,

there was an increase in accounts payable of $121,146, an increase in accrued payroll of $17,476, and an increase in accrued interest

payable of $6,931.

During the three months ended January 31, 2024, cash

the six months ended April 30, 2025, cash used in operating activities amounted to $(671,197), primarily reflecting our net loss of $(1,104,404).

This impact was partially offset by non-cash items, including depreciation and amortization of $111,988, $105,190 loss on write-off of

an intangible asset, and $59,985 related to a convertible note issued for legal services, including $45,000 recognized as legal expense

and a $14,985 fair value adjustment.

Changes in working capital included a decrease in accounts payable of $(106,116) and a decrease in

accrued payroll of $(8,881), partially offset by a $13,864 increase in accrued interest payable.

During the six months ended April 30, 2024, cash

used in operating activities totaled $(953,923), primarily reflecting our net loss of $(1,077,928).

This was offset by non-cash charges

such as depreciation and amortization amounting to $36,436.

Additionally, there was an increase in accrued interest payable and a decrease

in payroll taxes, contributing to the overall cash movements during the period.

Cash Used in Financing Activities

During the three months ended

January 31, 2025, cash provided by financing activities was $374,000, which consisted of proceeds from related party advances of $359,000,

proceeds from the sale of common stock and proceeds from the sale of common stock of $15,000.

During the three months ended January 31, 2024, cash

provided by financing activities was $491,085, which consisted of proceeds from related party advances of $365,585 and proceeds from the

sale of common stock of $125,500.

Cash Provided by Investing Activities

During the three months ended

January 31, 2025, cash used in investing activities was $(177,943), which consisted of the purchase of property and equipment and long-term

During the three months ended January 31, 2024, cash

used in investing activities was $(160,739), which consisted of the purchase of plant and equipment and the purchase long term asset.

This was offset by non-cash

charges such as depreciation and amortization amounting to $79,067.

Additionally, there was a decrease in due from related party of

$56,392 and an increase in accrued interest payable of $13,712 and a decrease in payroll taxes of $14,802, contributing to the

overall cash movements during the period.

Cash provided by Financing Activities

During the six months

ended April 30, 2025, cash provided by financing activities was $901,500, which consisted of net proceeds from related party

advances of $359,000 and proceeds from the sale of common stock of $542,500.

During the six months ended April 30, 2024, cash provided

by financing activities was $1,069,735, which consisted of proceeds from related party advances of $710,585, $211,901 from the sale of

common stock, $47,249 in proceeds from common stock subscription payable, and a $100,000 refund of a security deposit.

Cash Used in Investing Activities

During the six month ended April

30, 2025, cash used in investing activities was $(177,943), which consisted of the purchase of property.

During the six months ended April 30, 2024, cash used

in investing activities was $(273,512), which consisted of the purchase of property and equipment and purchase long-term assets.

Going Concern

The Company’s financial statements have

been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the

satisfaction of liabilities in the normal course of business.

During the three months ended January 31, 2025, the Company incurred a

net loss of $634,338 and used cash in operating activities of $168,412, and on January 31, 2025, had stockholders’ deficit of

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset

amounts or amounts and the classification of liabilities that might result from this uncertainty.

The Company’s financial statements have been

prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities

in the normal course of business.

During the six months ended April 30, 2025, the Company incurred a net loss of $1,104,404 and used cash

in operating activities of $671,197, and on April 30, 2025, had stockholders’ deficit of $1,693,793.

These factors, among others,

raise substantial doubt about the Company’s ability to continue as a going concern.

These financial statements do not include any

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

that might result from this uncertainty.

Management is actively seeking additional sources

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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 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.

DERIVATIVE LIABILITY

In accordance with Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain

other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption

option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is

independent of the underlying note value.

The Company records the resulting discount on debt related to the conversion features at initial

transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments.

The conversion

liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations.

In circumstances where the embedded conversion option

in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument

that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The Company follows ASC Section 815-40-15 (“Section

815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock.

Section 815-40-15

provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature)

is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

The Company evaluates its convertible debt, options,

warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives

to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification.

The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date

and recorded as either an asset or a liability.

In the event that the fair value is recorded as a liability, the change in fair value

is recorded in the statement of operations as other income or expense.

Upon conversion, exercise or cancellation of a derivative instrument,

the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified

The Company utilizes the binomial option pricing model

to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date.

option pricing model includes subjective input assumptions that can materially affect the fair value estimates.

The expected volatility

is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted.

The Company accounts for stock-based

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

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

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

The Company does not adhere to

a formal stock-based compensation plan;

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

with selected employees and consultants.

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

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.

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

required to perform services, typically known as the vesting period.

The total compensation cost related to vested stock-based

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

The expense related to stock-based

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

the awards, 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.

As of the report date, the Company has not established

any plans to issue dividends on stock-based awards.

Fair Value Measurement of Convertible Instruments

The Company evaluates convertible financial instruments

in accordance with ASC 480 to determine whether an instrument should be equity classified, or liability classified.

The Company issued

a $45,000 convertible note in connection with a legal service agreement during the period that allows for a fixed dollar amount to be

settled in a a variable number of shares which requires liability classification and was measured at fair value on initial recognition.

On the issuance date, the Company determined the fair

value of the note to be $59,985 and recorded the full amount as a liability.

The excess of $14,985 over the $45,000 principal amount was

recognized as a loss on fair value of the convertible note in the condensed statements of operations.

Fair value is determined in accordance with ASC 820

using available market inputs.

Instruments classified as liabilities and measured at fair value are evaluated on a recurring basis, with

changes in fair value recognized in the statements of operations.

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

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.

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

Proposed Transactions

The Company is not anticipating any transactions.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Changes in Accounting Policies Including Initial

There were no recent accounting pronouncements that

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Financial Instruments

The main risks of the Company’s financial instruments

are exposed to are credit risk, market risk, foreign exchange risk, and liquidity risk.

The main risks associated with the Company’s

financial instruments include credit risk, market risk, and liquidity risk.

The Company does not have significant exposure to foreign

exchange risk, as all of it operations and transactions are denominated in U.S dollars.

Outstanding Share Data

As of January 31, 2025, the following securities were

As of April 30, 2025, the following securities were

Common Stock:

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Series A Preferred Stock:

5,000,000 shares

Series B Preferred Stock:

360,000 shares

QUANTITATIVE AND QUALITATIVE DISCLOSURES

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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 2. Management’s Discussion and Analysis