HNO International, Inc. 10-K/A

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The financial statements and related notes are included as part of this Annual Report. 27 HNO INTERNATIONAL, INC. INDEX October 31, 2024 and 2023 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID # 6968 ) F-2 Audited Balance Sheets F-4 Audited Statements of Operations and Comprehensive Income F-5 Audited Statement of Stockholders' Deficit F-6 Audited Statements of Cash Flows F-7 Notes to Audited Financial Statements F-8 F- 1 Certified Public Accountants and Advisors A PCAOB Registered Firm 713-489-5635 bartoncpafirm.com Cypress, Texas REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Donald Owens, Chairman of the Board of Directors and Stockholders of HNO International, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of HNO International, Inc. (the Company) as of October 31, 2024 and 2023, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024 and 2023, and the results of its operations and its cash flows for each of the period ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Going Concern As described in Note 4 to the financial statements, the Company does not have an established source of revenues sufficient to cover operating costs. The Company has recurring net losses and is in a negative working capital position. If the Company is unable to raise sufficient funding, it may struggle to reach its future obligations. Accordingly, the Company has determined that these factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of one year from the date these financial statements are issued. Management plans to identify adequate sources of funding to provide operating capital for continued growth. Auditing the Company’s assessment and related disclosures regarding its ability to continue as a going concern required significant auditor judgment. This is due to the high level of uncertainty surrounding the projections and assumptions related to the timing and likelihood of future cash flows, including external funding. Assessing whether the Company’s disclosures adequately reflect the uncertainty and risks associated with its going concern status also demanded considerable auditor judgment and effort. F- 2 Valuation of Service Stock As described in Note 2, the Company undervalued its stock-based compensation of approximately $486,000 during the year ended October 31, 2023, which resulted in a restatement. The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718 Compensation - Stock Compensation (“ASC 718”). The Company does not adhere to a formal stock-based compensation plan; rather, it issues stock awards on a discretionary basis as part of compensation agreements with selected consultants and employees. Compensation for stock-based awards is recognized as a non-cash expense on the income statement. The expense associated with these awards is recorded based on the fair value on the date of grant, as determined using the Black-Scholes-Merton option-pricing model. The valuation of stock-based compensation requires management to make significant estimates, particularly in determining the volatility of the company’s stock price, the expected term of options, and the risk-free interest rate. These assumptions are subject to change and can materially impact the amount of compensation expense recognized. Other Matters As described in Note 2, the Company identified misstatements with respect to certain accounting errors relating to the valuation of service stock issued, the termination of a patent agreement entered into on January 23, 2023 and the under accrual of accounts payable during the year ended October 31, 2023. We have served as the Company’s auditor since 2024. /S/ Barton CPA PLLC Barton CPA PLLC Cypress, Texas March 20, 2025 F- 3 HNO INTERNATIONAL, INC. BALANCE SHEETS October 31, October 31, 2024 2023 ASSETS As Restated Current Assets Cash $ 20,255 $ 235,159 Due from related party — 56,392 Total Current Assets 20,255 291,551 Non-Current Assets Property and equipment, net 994,898 767,938 Long term asset, net 112,026 103,821 Right-of-use asset 121,805 — Security deposits — 100,000 Total Non-Current Assets 1,228,729 971,759 TOTAL ASSETS $ 1,248,984 $ 1,263,310 LIABILITIES AND STOCKHOLDERS' DEFICIT LIABILITIES Current Liabilities Accounts payable 138,029 22,485 Accrued payroll 17,762 — Accrued interest payable 28,845 41,270 Lease liability 57,062 — Payroll tax 2,838 17,640 Advances, related party 960,585 — Customer deposits 99 — Notes payable, related party 785,000 785,000 Total Current Liabilities 1,990,220 866,395 Non-Current Liability Lease liability 66,155 — Long term notes payable, related party 590,000 590,000 Total Non-Current Liability 656,155 590,000 Total Liabilities 2,646,375 1,456,395 STOCKHOLDERS’ DEFICIT Preferred stock, par value $ 0.001 per share; 15,000,000 shares authorized — — Series A, par value $ 0.001 per share; 10,000,000 shares authorized; 5,000,000 and 5,000,000 shares issued and outstanding as of October 31, 2024 and October 31, 2023, respectively 5,000 5,000 Common stock, par value $ 0.001 per share; 985,000,000 shares authorized; 419,437,865 and 419,341,584 shares issued and outstanding as of October 31, 2024 and October 31, 2023, respectively 419,438 419,341 Common stock payable 15,250 32,251 Common stock subscription receivable ( 13,750 ) ( 23,750 ) Additional paid-in capital 42,502,997 41,470,177 Accumulated deficit ( 44,326,326 ) ( 42,096,104 ) Total Stockholders’ Deficit ( 1,397,391 ) ( 193,085 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 1,248,984 $ 1,263,310 The accompanying notes are an integral part of these financial statements. F- 4 HNO INTERNATIONAL, INC. STATEMENTS OF OPERATIONS For the year Ended October 31, 2024 2023 As Restated Revenue $ 4,241 $ 13,000 Cost of goods sold ( 3,688 ) ( 5,885 ) Gross Profit 553 7,115 Operating expenses Advertising and marketing 7,408 3,000 General and administrative expenses 2,021,621 1,870,228 Depreciation and amortization 179,672 36,940 Total Operating Expenses 2,208,701 1,910,168 Other Income (Expenses) Interest income 5,501 2,104 Interest expense ( 27,575 ) ( 26,545 ) Total Other (Expenses) ( 22,074 ) ( 24,441 ) Loss from Operations $ ( 2,230,222 ) $ ( 1,927,494 ) Net Loss $ ( 2,230,222 ) $ ( 1,927,494 ) PER SHARE AMOUNTS Basic and diluted net loss per share ( 0.01 ) ( 0.01 ) Weighted average number of common shares outstanding - basic and diluted 394,023,751 352,447,298 The accompanying notes are an integral part of these financial statements. F- 5 HNO INTERNATIONAL, INC. STATEMENTS OF STOCKHOLDERS' DEFICIT For the year ended October 31, 2023, As Restated Series A Preferred Stock Common Stock Stock Share Subscription Additional Paid-in Accumulated Total Stockholders' Shares Amount Shares Amount Payable Receivable Capital Deficit Deficit Balance at October 31, 2022 5,000,000 5,000 105,265,299 105,265 — ( 10,000 ) 38,957,921 ( 40,168,610 ) ( 1,110,424 ) Common stock issued for cash — — 290,000,000 290,000 — — — — 290,000 Common stock based compensation — — 2,025,000 2,025 — — 467,775 — 469,800 Common stock issued for settlement of debt — — 20,000,000 20,000 — — — — 20,000 Regulation A stock issuances — — 2,026,532 2,026 32,251 ( 13,750 ) 2,024,506 — 2,045,033 Commitment share issued — — 24,753 25 — — 19,975 — 20,000 Net loss for the year ended October 31, 2023 — — — — — — — ( 1,927,494 ) ( 1,927,494 ) Balance at October 31, 2023, Restated 5,000,000 $ 5,000 419,341,584 $ 419,341 $ 32,251 $ ( 23,750 ) $ 41,470,177 $ ( 42,096,104 ) $ ( 193,085 ) For the year ended October 31, 2024 Balance at October 31, 2023 5,000,000 $ 5,000 419,341,584 $ 419,341 $ 32,251 $ ( 23,750 ) $ 41,470,177 $ ( 42,096,104 ) $ ( 193,085 ) Regulation A stock issuances — — 433,429 434 ( 17,001 ) — 432,995 — 416,428 Regulation D stock issuances — — 2,262,852 2,263 — — 523,237 — 525,500 Shares cancelled as per settlement agreement - Vivaris Capital — — ( 10,000,000 ) ( 10,000 ) — 10,000 — — — Common stock based compensation — — 7,400,000 7,400 — — 76,588 — 83,988 Net loss for the year ended October 31, 2024 — — — — — — — ( 2,230,222 ) ( 2,230,222 ) Balance at October 31, 2024 5,000,000 $ 5,000 419,437,865 $ 419,438 $ 15,250 $ ( 13,750 ) $ 42,502,997 $ ( 44,326,326 ) $ ( 1,397,391 ) The accompanying notes are an integral part of these financial statements. F- 6 HNO INTERNATIONAL, INC. STATEMENTS OF CASH FLOWS For the Year Ended October 31, 2024 2023 As Restated Cash Flow from Operating Activities Net loss $ ( 2,230,222 ) $ ( 1,927,494 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 179,672 36,940 Share based compensation 83,988 489,800 Changes in operating assets and liabilities: Decrease in due from related party 56,392 — Increase in accounts payable 115,545 22,485 Increase in accrued payroll 17,762 Increase/(Decrease) in accrued interest payable ( 12,425 ) 26,545 Payments of lease liabilities 1,412 — (Decrease) increase in payroll taxes ( 14,802 ) 17,640 Net Cash Used in Operating Activities ( 1,802,678 ) ( 1,334,084 ) Cash Flows from Financing Activities Proceeds from related party advances 960,585 — Proceeds from related party note payable — 250,000 Proceeds from security deposits 100,000 ( 93,200 ) Proceeds from customer deposits 99 — Proceeds from sale of common stock subscription payable ( 17,001 ) — Proceeds from sale of common stock 958,929 2,335,033 Repayment of related party note payable — ( 65,000 ) Net Cash Provided by Financing Activities 2,002,612 2,426,833 Cash Flows from Investing Activities Purchase of property and equipment ( 381,934 ) ( 804,878 ) Purchase of long term asset ( 32,904 ) ( 103,821 ) Net Cash Used in Investing Activities ( 414,838 ) ( 908,699 ) Net increase (decrease) in cash ( 214,904 ) 184,050 Cash at beginning of period 235,159 51,109 Cash at end of period $ 20,255 $ 235,159 Supplemental Disclosure of Interest and Income Taxes Paid: Interest paid during the period $ — $ — Income taxes paid during the period $ — $ — Supplemental Disclosure for Non-Cash Investing and Financing Activities: Common stock issued for conversion of debt $ — $ 20,000 The accompanying notes are an integral part of these financial statements. F- 7 HNO INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS OCTOBER 31, 2024 NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING Organization HNO International, Inc. (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. On March 19, 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. 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. 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. NOTE 2 – CORRECTION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the Company’s re-audit of the Company’s financial statements for the year ended October 31, 2023, the Company’s management identified corrections to the valuation of service stock issued during the year ended October 31, 2023 and the termination of the patent agreement entered into on January 24, 2023. The corrections made are summarized as follows: 1. Stock Price Valuation Adjustment: The valuation of the stock price was adjusted from $ 0.001 to $ 0.23 . 2. Share-Based Compensation: There was an increase in share-based compensation reflecting the revised valuation of stock. 3. 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. 4. Termination of Patent Purchase Agreement: On March 13, 2025, the Company and Donald Owens mutually agreed to terminate the Patent Purchase Agreement as of January 24, 2023. As part of the termination, the patents were returned to Mr. Owens, and the 5,000,000 shares of Series A Preferred Stock were canceled. The $ 82,500 value previously reported in intangible assets and additional paid-in capital was reversed, resulting in a reduction in intangible assets. Additionally, the related amortization expense of $ 3,176 and the issuance of Series A Preferred Stock were removed from the financial statements. A copy of the Termination Agreement was attached to the Company’s Form 10-K as Exhibit 10.27. 5. Expenses totaling $ 21,560 , incurred during the fiscal year ended October 31, 2023, and paid subsequently, have been reclassified to accounts payable as of October 31, 2023. This adjustment ensures that financial obligations are accurately reported in the period in which they were incurred. Impact of the Restatement The impact of the restatement on the financial statements for the affected period is presented below. In addition to the below, the related notes to the financial statements have also been adjusted as appropriate to reflect the impact of the restatements. The impact of the restatement on the line items within the previously reported Audited Balance Sheet for the year ended October 31, 2023, previously filed is as follows: F- 8 Schedule of restatement balance Sheet Balance Sheet as of October 31, 2023 As Previously Reported Adjustment As Restated ASSETS Current Assets Cash $ 235,159 $ — $ 235,159 Due from related party $ 56,392 $ — $ 56,392 Total Current Assets $ 291,551 $ — $ 291,551 Non-Current Assets Property and equipment, net $ 767,938 $ — $ 767,938 Intangible assets, net $ 79,324 $ ( 79,324 ) $ — Long term asset, net $ 103,821 $ — $ 103,821 Security deposits $ 100,000 $ — $ 100,000 Total Non-Current Assets $ 1,051,083 $ ( 79,324 ) $ 971,759 TOTAL ASSETS $ 1,342,634 $ ( 79,324 ) $ 1,263,310 LIABILITIES AND STOCKHOLDERS' DEFICIT LIABILITIES Current Liabilities Accounts payable $ 925 $ 21,560 $ 22,485 Accrued interest payable $ 41,270 $ — $ 41,270 Lease liability $ — $ — $ — Payroll tax $ 17,640 $ — $ 17,640 Advances, related party $ — $ — $ — Customer deposits $ — $ — $ — Notes payable, related party $ 785,000 $ — $ 785,000 Total Current Liabilities $ 844,835 $ 21,560 $ 866,395 Non-Current Liability Lease liability $ — $ — $ — Long term notes payable, related party $ 590,000 $ — $ 590,000 Total Non-Current Liability $ 590,000 $ — $ 590,000 Total Liabilities $ 1,434,835 $ 21,560 $ 1,456,395 STOCKHOLDERS’ DEFICIT Series A, par value $0.001 per share $ 10,000 $ ( 5,000 ) $ 5,000 Common stock, par value $0.001 per share $ 419,341 $ — $ 419,341 Common stock payable $ 32,251 $ — $ 32,251 Common stock subscription receivable $ ( 23,750 ) $ — $ ( 23,750 ) Additional paid-in capital $ 41,079,902 $ 390,275 $ 41,470,177 Accumulated deficit $ ( 41,609,945 ) $ ( 486,159 ) $ ( 42,096,104 ) Total Stockholders’ Deficit $ ( 92,201 ) $ — $ ( 193,085 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 1,342,634 $ 79,324 $ 1,263,310 F- 9 The impact of the restatement on the line items within the previously reported Audited Statement of Operations for the year ended October 31, 2023, previously filed is as follows: Schedule of statement of operations Statement of Operations for the year ended October 31, 2023 As Previously Reported Adjustment As Restated Revenue $ 13,000 $ — $ 13,000 Cost of goods sold $ ( 5,885 ) $ — $ ( 5,885 ) Gross Profit $ 7,115 $ — $ 7,115 Operating expenses Advertising and marketing $ 3,000 $ — $ 3,000 General and administrative expenses $ 1,358,868 $ 21,560 $ 1,380,428 Stock based compensation $ 22,025 $ 467,775 $ 489,800 Depreciation and amortization $ 40,116 $ ( 3,176 ) $ 36,940 Total Operating Expenses $ 1,424,009 $ 486,159 $ 1,910,168 Other Income (Expenses) Interest income $ 2,104 — $ 2,104 Interest expense $ ( 26,545 ) — $ ( 26,545 ) Total Other (Expenses) $ ( 24,441 ) — $ ( 24,441 ) Loss from Operations $ ( 1,441,335 ) $ ( 486,159 ) $ ( 1,927,494 ) Net Loss $ ( 1,441,335 ) $ ( 486,159 ) $ ( 1,927,494 ) PER SHARE AMOUNTS Basic and diluted net loss per share $ ( 0.00 ) $ — $ ( 0.00 ) Weighted average number of common shares outstanding - basic and diluted 352,447,298 — 352,447,298 The impact of the restatement on the line items within the previously reported Audited Statement of Changes in Stockholders’ Deficit for the year ended October 31, 2023, previously filed is as follows: Schedule of statement of changes in stockholders’ deficit Changes in Statement of Stockholders' Deficit for the year ended October 31, 2023 As Previously Reported Adjustment As Restated Common stock based compensation $ 2,025 $ 467,775 $ 469,800 Additional paid in capital $ 41,079,902 $ 390,275 $ 41,470,177 Series A preferred issued pursuant to patent agreement, shares 10,000,000 ( 5,000,000 ) 5,000,000 Series A preferred issued pursuant to patent agreement, amount $ 10,000 $ ( 5,000 ) $ 5,000 Net loss for the year ended October 31, 2023 $ ( 1,441,335 ) $ ( 486,159 ) $ ( 1,927,494 ) Balance at October 31, 2023 $ ( 92,201 ) $ ( 100,884 ) $ ( 193,085 ) F- 10 The impact of the restatement on the line items within the previously reported Audited Statement of Cash Flows for the year ended October 31, 2023, previously filed is as follows: Schedule of statement of cash flows Statement of Cash Flows for the year ended October 31, 2023 As Previously Reported Adjustment As Restated Cash Flow from Operating Activities Net loss $ ( 1,441,335 ) $ ( 486,159 ) $ ( 1,927,494 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization $ 40,116 $ ( 3,176 ) $ 36,940 Share based compensation $ 22,025 $ 467,775 $ 489,800 Changes in operating assets and liabilities: Decrease in due from related party $ — $ — $ — Increase in accounts payable $ 925 $ 21,560 $ 22,485 Increase in accrued payroll $ — $ — $ — Increase/(Decrease) in accrued interest payable $ 26,545 $ — $ 26,545 Payments of lease liabilities $ — $ — $ — (Decrease) increase in payroll taxes $ 17,640 $ — $ 17,640 Net Cash Used in Operating Activities $ ( 1,334,084 ) $ — $ ( 1,334,084 ) Cash Flows from Financing Activities Proceeds from related party advances $ — $ — $ — Proceeds from related party note payable $ 250,000 $ — $ 250,000 Proceeds from security deposits $ ( 93,200 ) $ — $ ( 93,200 ) Proceeds from customer deposits $ — $ — $ — Proceeds from sale of common stock subscription payable $ — $ — $ — Proceeds from sale of common stock $ 2,335,033 $ — $ 2,335,033 Repayment of related party note payable $ ( 65,000 ) $ — $ ( 65,000 ) Net Cash Provided by Financing Activities $ 2,426,833 $ — $ 2,426,833 Cash Flows from Investing Activities Purchase of property and equipment $ ( 804,878 ) $ — $ ( 804,878 ) Purchase of long term asset $ ( 103,821 ) $ — $ ( 103,821 ) Net Cash Used in Investing Activities $ ( 908,699 ) $ — $ ( 908,699 ) Net increase (decrease) in cash $ 184,050 $ — $ 184,050 Cash at beginning of period $ 51,109 $ — $ 51,109 Cash at end of period $ 235,159 $ — $ 235,159 Supplemental Disclosure of Interest and Income Taxes Paid: Interest paid during the period $ — $ — $ — Income taxes paid during the period $ — $ — $ — Supplemental Disclosure for Non-Cash Investing and Financing Activities: Series A preferred stock issued pursuant to patent agreement $ 82,500 $ ( 82,500 ) $ — Common stock issued for conversion of debt $ 20,000 $ — $ 20,000 F- 11 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the years ended October 31, 2024 and October 31, 2023. Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of October 31, 2024, and October 31, 2023, the Company did not hold any investments that qualify as cash equivalents. Therefore, the cash and cash equivalents line item in the balance sheet solely comprises cash. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with 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; rather, it issues stock awards on a discretionary basis as part of compensation agreements with selected consultants and employees. Compensation for stock-based awards is recognized as a non-cash expense on the income statement. The expense associated with these awards is recorded based on the fair value on the date of grant, as determined using the Black-Scholes-Merton option-pricing model. 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 COGS. 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. F- 12 Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. 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 obligation. During the years ended October 31, 2024 and 2023, the Company had revenue of $ 4,241 and $ 13,000 . Revenue was recognized from hydrogen engineering services and combustion solutions. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average. Number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. Property and Equipment Property and equipment are carried at cost and, less accumulated depreciation. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. 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 assets. Schedule of estimated useful lives Useful life Small equipment 3 Years Large equipment 7 Years Vehicles 4 Years Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. F- 13 Leases 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 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. Segment Reporting The Company operates as one reportable segment. The Chief Executive Officer, who serves as the Chief Operating Decision Maker as defined under ASC 280, manages and evaluates the Company’s operations and performance on a consolidated basis. The Company’s operations are focused on the design, development, manufacturing, and sale of integrated green hydrogen-based products and related services. The Company offers multiple products, including the Compact Hydrogen Refueling Station (CHRS), Hydrogen Carbon Cleaner (HCC), and Scalable Hydrogen Energy Platform (SHEP). These products share common technologies, production processes, customer markets, and distribution channels. Financial information is not prepared or reviewed separately for these product lines for resource allocation or performance evaluation purposes. As such, management has determined that the Company has one operating and reportable segment. NOTE 4 – GOING CONCERN On October 31, 2024, we had an accumulated deficit of $ 44,326,326 . We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. We will be required to raise additional funds through public or private financing, additional collaborative relationships, or other arrangements until we are able to raise revenues to a point of positive cash flow. We are evaluating various options to further reduce our cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support operations. Based on the above factors, substantial doubt exists about our ability to continue as a going concern for one year from the issuance of these financial statements. NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Schedule of property and equipment October 31, 2024 October 31, 2023 Vehicles $ 60,702 $ 60,702 Small equipment $ 32,943 $ 8,879 Large equipment 1,093,166 735,297 Property and Equipment, Gross $ 1,186,811 $ 804,878 Less: Accumulated depreciation ( 191,913 ) ( 36,940 ) Property and Equipment, Net $ 994,898 $ 767,938 F- 14 Depreciation expenses for the years ended October 31, 2024, and 2023 were $ 154,973 and $ 36,940 , respectively. NOTE 6 – LEASES Operating leases The Company has an operating lease agreement for office space in Murrieta, California, expiring on November 30, 2026. On November 18, 2020, the Company entered into an operating lease with the landlord, Demarius Holdings, Inc., commencing on December 1, 2020, and ending on November 30, 2023, for the office spaces located at 41558 Eastman Drive, Suites B and C, Murrieta, California 92562. The monthly rent was $4,183. Both suites are approximately 2,088 square feet of space. The Company’s principal executive office is located at 41558 Eastman Drive, Suite B, Murrieta, California 92562. Suite C is utilized for testing and research equipment. On November 14, 2023, the lease for Suite B was extended for 36 months to November 30, 2026. The monthly rental amount for Suite B is $2,501 for the period from December 1, 2023, to November 30, 2024, with an increase to $2,573 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,647 for the period from December 1, 2025, to November 30, 2026. On January 4, 2024, the lease for Suite C was extended for 34 months to November 30, 2026. The monthly rental amount for Suite C is $2,434 for the period from February 1, 2024, to November 30, 2024, with an increase to $2,506 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,555 for the period from December 1, 2025, to November 30, 2026. The Company has active operating lease arrangements for office space. The Company is typically required to make fixed minimum rent payments relating to its right to use the underlying leased assets. The Company was required to classify such leases as operating leases in accordance with the provisions of ASC 842 . Therefore, the Company recognized operating lease liabilities with corresponding Right-Of-Use ("ROU") assets based on the present value of the minimum rental payments of such leases . As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. As of October 31, 2024, the right-of-use asset was $ 121,805 and operating lease liabilities were $ 123,217 . The operating lease liabilities consist of a current portion of $ 57,062 and a non-current portion of $ 66,155 . The weighted average remaining lease term was 2.08 years and the weighted average discount rate was 4.14 %. Operating Cash Flows Related to Leases During the year ended October 31, 2024, the Company made cash payments totaling $1,412 related to its operating leases. These payments are included in the Statement of Cash Flows under operating activities as "Payments of lease liabilities." Remaining lease term as of October 31, 2024: Schedule of remaining lease term Year Operating Lease Payment 2024 $ — 2025 $ 60,909 2026 and above $ 65,986 Total Payments $ 126,895 NOTE 7 – COMMON STOCK The Company is authorized to issue 985,000,000 shares of common stock, 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 . F- 15 Stock Issued 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 $ 175,000 . 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 Act. 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 . Donald Owens 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. The Company 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 issued 74,500 shares of common stock for $ 74,500 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023. The Company also issued 17,001 Regulation A shares previously classified as common stock payable and sold 51,000 Regulation A shares, classified as $ 51,000 common stock payable. During the quarter ended April 30, 2024, the Company issued 64,900 shares of common stock for $ 69,400 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023. The Company also issued 51,000 Regulation A shares previously classified as common stock payable and sold 64,250 Regulation A shares, classified as $ 64,250 common stock payable. F- 16 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. The Company 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 Act. During the quarter ended October 31, 2024, the Company's Board of Directors granted approval for the issuance of 7,400,000 shares of our common stock valued at$ 83,998 , in exchange for services rendered to the Company. These shares were considered "restricted securities" under Rule 144 and were issued under the exemption provided by Section 4(a)(2) of the Securities Act. As of October 31, 2024 and October 31, 2023, the Company had 419,437,865 and 419,341,584 shares of common stock issued and outstanding, respectively. Stock Receivable As of October 31, 2024, the Company issued 13,750 shares of common stock under Regulation A offering to various shareholders that have not yet paid for shares; therefore, $ 13,750 has been classified as common stock receivable. On March 31, 2022, the Company issued 10,000,000 shares of common stock 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 October 31, 2024, the Company sold 15,250 shares of common stock under its Regulation A offering to various shareholders that have not yet been issued by the transfer agent; therefore, $ 15,250 has been classified as common stock payable. NOTE 8 – PREFERRED STOCK The Company is authorized to issue 15,000,000 shares of preferred stock, par value $ 0.001 . Series A Preferred Stock The Company is authorized to issue 10,000,000 shares of Series A preferred stock, par value $ 0.001 . F- 17 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 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 12). As of October 31, 2024, and October 31, 2023, the Company had 5,000,000 and 5,000,000 shares of Series A preferred stock issued and outstanding, respectively. NOTE 9 – RELATED PARTY TRANSACTIONS Notes Payable, Related Party On November 19, 2021, the Company issued a note payable in the amount of $ 20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2 % per annum and had a maturity date of December 19, 2022 . The Company agreed to issue 20,000,000 shares of its common stock for settlement of the $ 20,000 note payable dated November 19, 2021 to HNO Green Fuels. The note matured on December 19, 2022 and the $ 20,000 principal was settled on December 26, 2022 with the issuance of these shares. The shares are ‘restricted securities’ under Rule 144 and the issuance of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended. The accrued interest of $ 436 remains due in connection with this note. On 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. During the year ended October 31, 2023, $ 65,000 of principal was repaid. At October 31, 2024, there is $ 435,000 of principal and $ 0 of accrued interest due on this note. This note had a maturity date of January 1, 2023 . 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 October 31, 2024, there is $ 590,000 of principal and $ 28,579 of accrued interest due on this note. On September 29, 2022, the Company issued a note payable in the amount of $ 50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2 % per annum and had a maturity date of October 31, 2023 . At October 31, 2024, there is $ 50,000 of principal and $ 0 of accrued interest due on this note. On October 20, 2022, the Company issued a note payable in the amount of $ 50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2 % per annum and had a maturity date of November 20, 2023 . At October 31, 2024, there is $ 50,000 of principal and $ 0 of accrued interest due on this note. On March 1, 2023, the Company issued a note payable 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 has a maturity date of March 1, 2024 . At October 31, 2024, there is $ 50,000 of principal and $ 0 of accrued interest due on this note. On March 8, 2023, the Company issued a note payable 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 has a maturity date of March 8, 2024 . At October 31, 2024, there is $ 50,000 of principal and $ 0 of accrued interest due on this note. On March 23, 2023, the Company issued a note payable 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 has a maturity date of March 23, 2024 . At October 31, 2024, there is $ 50,000 of principal and $ 0 of accrued interest due on this note. On April 3, 2023, the Company issued a note payable 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 has a maturity date of April 3, 2024 . At October 31, 2024, there is $ 50,000 of principal and $ 0 of accrued interest due on this note. On April 13, 2023, the Company issued a note payable 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 has a maturity date of April 13, 2024 . At October 31, 2024, there is $ 20,000 of principal and $ 00 of accrued interest due on this note. On April 17, 2023, the Company issued a note payable 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 has a maturity date of April 17, 2024 . At October 31, 2024, there is $ 30,000 of principal and $ 139 of accrued interest due on this note. F- 18 On August 21, 2024, the Company repaid accrued interest of $ 40,000 to HNO Green Fuels. As of October 31, 2024, and October 31, 2023, these current and long-term notes payable had an aggregate outstanding balance of $ 1,375,000 and $ 1,375,000 , respectively. As of October 31, 2024, and October 31, 2023, the Company has recorded $ 28,845 and $ 41,270 , respectively in accrued interest in connection with these notes in the accompanying financial statements. Extension of Promissory Notes On January 17, 2024, the Company entered into an Extension to Promissory Note (the "1 st Extension") with HNO Green Fuels, pursuant to the terms set forth in the 1 st Extension. The 1 st Extension amends the Promissory Note issued on December 1, 2021, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels. On January 17, 2024, the Company entered into an Extension to Promissory Note (the "2 nd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 2 nd Extension. The 2 nd Extension amends the Promissory Note issued on September 29, 2022, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels. On January 17, 2024, the Company entered into an Extension to Promissory Note (the "3 rd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 3 rd Extension. The 3 rd Extension amends the Promissory Note issued on October 20, 2022, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels. On March 1, 2024, the Company entered into an Extension to Promissory Note (the "4 th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 4 th Extension. The 4 th Extension amends the Promissory Note issued on March 1, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels. On March 1, 2024, the Company entered into an Extension to Promissory Note (the "5 th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 5 th Extension. The 5 th Extension amends the Promissory Note issued on March 8, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels. On March 1, 2024, the Company entered into an Extension to Promissory Note (the "6 th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 6 th Extension. The 6 th Extension amends the Promissory Note issued on March 23, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels. On March 1, 2024, the Company entered into an Extension to Promissory Note (the "7 th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 7 th Extension. The 7 th Extension amends the Promissory Note issued on April 3, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels. On March 1, 2024, the Company entered into an Extension to Promissory Note (the "8 th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 8 th Extension. The 8 th Extension amends the Promissory Note issued on April 13, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels. On March 1, 2024, the Company entered into an Extension to Promissory Note (the "9 th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 9 th Extension. The 9 th Extension amends the Promissory Note issued on April 17, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels. Advances from Related Party During the year months ended October 31, 2024, Donald Owens, the Company's Chairman of the Board of Directors, advanced $ 950,585 to the Company to cover operating expenses. During the year months ended October 31, 2024, HNO Green Fuels, Inc., advanced $ 10,000 to the Company to cover operating expenses. F- 19 NOTE 10 – RECEIVABLE SETTLEMENT WITH RELATED PARTY As of January 31, 2024, October 31, 2023 and October 31, 2022, the Company had a receivable from HNO Hydrogen Generators totaling $ 56,392 on its balance sheet, which was unsecured and due on demand. The receivable was fully settled through a transfer of assets in connection with a settlement agreement effective April 15, 2024. The settlement agreement involved the transfer of equipment, categorized into large and small equipment, with a combined value of $56,392. Specifically, large equipment was valued at $32,327, and small equipment at $24,065. 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 Stock. The agreement specifies that the Purchase Amount will be used for the Company's business operations over the next 12 months, subject to an agreed-upon budget. Prior to entering into this SAFE, the Company had an existing financial arrangement with Varea LLC, whereby Varea LLC invoiced the Company for services rendered, which were recorded as expenses by HNOI. However, recognizing the potential for a more mutually beneficial arrangement, Varea Inc. proposed a revised approach. Under the newly proposed approach, Varea Inc. would submit a detailed budget outlining their anticipated monthly expenses, and HNO International, Inc. 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, and October 31, 2023, was $ 136,725 and $ 103,821 , respectively. Following the termination of the SAFE, the amount previously recorded under the SAFE was reclassified, and the intellectual property associated with the CHRS is now fully owned and recognized as a long-term intangible asset on HNO International, Inc.'s balance sheet. This long-term asset is solely the intellectual property associated with the CHRS and does not include any physical equipment. Amortization The intellectual property associated with the CHRS is being amortized over a useful life of five 5 years, beginning on December 6, 2023. The amortization expense for the year ended October 31, 2024 is $ 24,699 , recognizing the straight-line amortization of the asset over the remaining useful life. Schedule of amortization expense Useful Life (years) October 31, 2024 October 31, 2023 Long term asset 5 $ 136,725 $ 103,821 Less: Accumulated amortization ( 24,699 ) — Long term asset, net $ 112,026 $ 103,821 NOTE 12 – TERMINATION OF PATENT AGREEMENT Patent Purchase Agreement On January 24, 2023, the Company entered into a Patent Purchase Agreement with Donald Owens, the Company's Chairman of the Board of Directors, to acquire several patents related to hydrogen supplemental systems for on-demand hydrogen generation for internal combustion engines and a method and apparatus for increasing combustion efficiency and reducing particulate matter emissions in jet engines. In exchange for these patents, the Company issued 5,000,000 shares of its Series A Preferred Stock to Mr. Owens, valued at $ 82,500 . F- 20 Termination of Patent Purchase Agreement On March 13, 2025, the Company and Donald Owens mutually agreed to terminate the Patent Purchase Agreement as of January 24, 2023. As part of the termination, the patents were returned to Mr. Owens, and the 5,000,000 shares of Series A Preferred Stock were canceled. See Note 2 – Correction of Previously Issued Financial Statements. A copy of the Termination Agreement is attached to this Form 10-K as Exhibit 10.27 incorporated herein by reference. 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 . The Company paid a non-refundable earnest money deposit of $ 100,000 , which was applied towards the purchase price of the sale proceeds as planned. Specific conditions in the PSA were not met, the Company chose to exercise its right to terminate the PSA. Consequently, TCF Elrod, LLC refunded the $ 100,000 earnest money deposit to the Company on December 4, 2023 . NOTE 14 – SUBSEQUENT EVENTS Subsequent events have been evaluated through March 20, 2025, which represents the date the financial statements were available to be issued, and no events, other than discussed below have occurred through that date that would impact the financial statements. Common Stock Issued 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 4,162,626 shares of its common stock, $ 0.001 par value per share (“common stock”), for a cash purchase price of $ 475,000 . The Company issued 11,111 shares on November 15, 2024, 9,091 shares on December 5, 2024, 9,091 shares on January 7, 2025, 1,500,000 shares on February 19, 2025, 125,000 shares on February 26, 2025, 500,000 shares on February 28, 2025, 75,000 shares on March 3, 2025, 1,333,333 shares on March 10, 2025, 300,000 shares on March 12, 2025, 250,000 shares on March 14, 2025 and 50,000 shares on March 17, 2025. as ‘restricted securities’ under Rule 144 of the Securities Act. The proceeds from the sale of common stock will be used for operating capital. The Company’s Board of Directors approved the issuance of 16,125,000 shares of common stock subsequent to the year ended October 31, 2024, in exchange for services rendered. These shares were issued as “restricted securities” under Rule 144 and were made in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended. Extension of Promissory Notes On December 19, 2024, the Company, entered into an Extension to Promissory Note (the "1 st Extension") with HNO Green Fuels, Inc., a Nevada corporation (“HNOGF”), pursuant to the terms set forth in the 1 st Extension. The 1 st Extension amends the Promissory Note issued on December 1, 2021, extending the Maturity Date of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "2 nd Extension") with HNOGF, pursuant to the terms set forth in the 2 nd Extension. The 2 nd Extension amends the Promissory Note issued on September 29, 2022, extending the Maturity Date of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "3 rd Extension") with HNOGF, pursuant to the terms set forth in the 3 rd Extension. The 3 rd Extension amends the Promissory Note issued on October 20, 2022, extending the Maturity Date of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "4 th Extension") with HNOGF, pursuant to the terms set forth in the 4 th Extension. The 4 th Extension amends the Promissory Note issued on March 1, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "5 th Extension") with HNOGF, pursuant to the terms set forth in the 5 th Extension. The 5 th Extension amends the Promissory Note issued on March 8, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025. F- 21 On December 19, 2024, the Company entered into an Extension to Promissory Note (the "6 th Extension") with HNOGF, pursuant to the terms set forth in the 6 th Extension. The 6 th Extension amends the Promissory Note issued on March 23, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "7 th Extension") with HNOGF, pursuant to the terms set forth in the 7 th Extension. The 7 th Extension amends the Promissory Note issued on April 3, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "8 th Extension") with HNOGF, pursuant to the terms set forth in the 8 th Extension. The 8 th Extension amends the Promissory Note issued on April 13, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "9 th Extension") with HNOGF, pursuant to the terms set forth in the 9 th Extension. The 9 th Extension amends the Promissory Note issued on April 17, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025. Share Exchange Agreements On January 2, 2025, the Company entered into a Share Exchange Agreement with Donald Owens, the Company’s CEO and Chairman. Pursuant to the agreement, Mr. Owens exchanged 245,000,000 shares of the Company’s common stock for 245,000 shares of newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”). On January 9, 2025, 245,000,000 shares of common stock held by Donald Owens were cancelled, and 245,000 shares of Series B Preferred Stock were issued to him. On January 2, 2025, the Company entered into a Share Exchange Agreement with HNO Green Fuels, Inc. Pursuant to the agreement, HNO Green Fuels, Inc. exchanged 115,000,000 shares of the Company’s common stock for 115,000 shares of Series B Preferred Stock. On January 9, 2025, 115,000,000 shares of common stock held by HNO Green Fuels, Inc. were cancelled, and 115,000 shares of Series B Preferred Stock were issued to HNO Green Fuels, Inc. Designation of Series B Preferred Stock On January 2, 2025, in connection with the Share Exchange Agreements, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the “Designation”) with the Nevada Secretary of State that has the effect of designating 500,000 shares of preferred stock, par value $ 0.001 , as Series B Preferred Stock. Termination of Patent Purchase Agreement On March 13, 2025, the Company and Donald Owens mutually agreed to terminate the Patent Purchase Agreement as of January 24, 2023. As part of the termination, the patents were returned to Mr. Owens, and the 5,000,000 shares of Series A Preferred Stock were canceled. See Note 12. A copy of the Termination Agreement is attached to this Form 10-K as Exhibit 10.27 incorporated herein by reference. F- 22 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable.