What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-06 compared with 2025-03-20 · 444 added, 735 removed, 309 unchanged (79% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY

The financial statements and related notes are included

as part of this Annual Report.

The financial statements and related

notes are included as part of this Annual Report.

HNO INTERNATIONAL, INC.

October 31, 2025 and 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(PCAOB ID # 6968 )

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FINANCIAL STATEMENTS (PCAOB ID # 6968 )

Audited Balance Sheets

Audited Statements of Operations and Comprehensive Income

Audited Statement of Stockholders' Deficit

Audited Statement of Stockholders' Equity

Audited Statements of Cash Flows

4 unchanged sentences

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Owens, Chairman of the Board of Directors

Stockholders of HNO International, Inc.

on the Financial Statements

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

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

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

referred to as the financial statements).

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

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

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

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

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

financial statements based on our audits.

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

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

federal securities

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

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

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

material misstatement, whether due to error or fraud.

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

its internal control over financial reporting.

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

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

over financial reporting.

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, 2025 and 2024, and the related statements of income, comprehensive income, stockholders’

equity, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

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

sustained significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about

its ability to continue as a going concern.

Management’s plans in that regard to these matters are also described in Note 3.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

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

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

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

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our 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.

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

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

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

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

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

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

If the Company is unable to raise sufficient

funding, it may struggle to reach its future obligations.

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

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

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

Auditing the Company’s assessment

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

This is due to the

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

external funding.

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

going concern status also demanded considerable auditor judgment and effort.

of Service Stock

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

2023, which resulted in a restatement.

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

- Stock Compensation (“ASC 718”).

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

rather, it issues

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

Compensation for stock-based

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

The expense associated with these awards is recorded based on the

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

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

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

These assumptions are subject to change

and can materially impact the amount of compensation expense recognized.

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

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

the year ended October 31, 2023.

have served as the Company’s auditor since 2024.

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

The critical audit matters communicated below

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

the audit committee and that:

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

especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

Going Concern

The evaluation of the Company’s ability

to continue as a going concern was a critical audit matter.

As discussed in Note 3, the Company has incurred recurring losses and negative

operating cash flows, which raised substantial doubt about its ability to continue as a going concern.

Auditing management’s assessment

required significant judgment due to the Company’s reliance on funding from related parties to meet its liquidity needs.

Our procedures

included evaluating the availability and terms of related-party financing, assessing management’s plans to obtain such funding,

and evaluating the adequacy of the related disclosures in the financial statements.

Valuation of Service Stock

The valuation of service stock was a critical

audit matter.

Auditing the valuation of service stock involved significant judgment due to the complexity of determining fair value.

procedures included evaluating management’s valuation methodology, testing key assumptions and inputs, and evaluating the adequacy

of related disclosures.

We have served as the Company’s

auditor since 2024.

/s/ Barton CPA PLLC

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Cypress, Texas

March 20, 2025

February 6, 2026

HNO INTERNATIONAL, INC.

1 unchanged sentence

Current Assets

Due from related party

Accounts receivable

Other receivable

Total Current Assets

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Right-of-use asset

Security deposits

Total Non-Current Assets

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Customer deposits

Convertible note payable, at fair value

Notes payable, related party

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

Series B, par value $ 0.001 per share;

500,000 shares authorized;

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

Common stock, par value $ 0.001 per share;

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Accumulated deficit

( 52,050,190 )

( 45,434,694 )

Total Stockholders’ Deficit

( 1,629,950 )

( 1,397,391 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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General and administrative expenses

Share based compensation

Depreciation and amortization

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Interest expense

Gain/(Loss) on fair value of convertible note

Loss on write-off of intangible asset

Loss on sale of asset

Total Other (Expenses)

Loss from Operations

$ ( 6,615,496 )

$ ( 3,338,590 )

$ ( 6,615,496 )

$ ( 3,338,590 )

PER SHARE AMOUNTS

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STATEMENTS OF STOCKHOLDERS' DEFICIT

For the year ended October 31, 2023, As Restated

For the year ended October 31, 2024

Series A Preferred Stock

Series B Preferred Stock

Share Subscription

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Total Stockholders'

For the year ended October 31, 2024

Balance at October 31, 2023

Common stock issued for cash

Common stock based compensation

Common stock issued for settlement of debt

$ ( 42,096,104 )

$ ( 193,085 )

Regulation A stock issuances

Commitment share issued

Regulation D stock issuances

Shares cancelled as per settlement agreement - Vivaris Capital

( 10,000,000 )

Stock-based compensation

Net loss for the year ended October 31, 2024

Balance at October 31, 2023, Restated

( 3,338,590 )

Balance at October 31, 2024

$ ( 45,434,694 )

$ ( 1,397,391 )

For the year ended October 31, 2025

Balance at October 31, 2024

Regulation A stock issuances

$ ( 45,434,694 )

$ ( 1,397,391 )

Regulation D stock issuances

Shares cancelled as per settlement agreement - Vivaris Capital

Common stock based compensation

Shares cancelled as per exchange agreement

( 360,000,000 )

Series B preferred stock issuances

Stock-based compensation

Net loss for the year ended October 31, 2025

( 6,615,496 )

Balance at October 31, 2025

$ ( 52,050,190 )

$ ( 1,629,950 )

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

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Cash Flow from Operating Activities

$ ( 6,615,496 )

$ ( 3,338,590 )

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

Depreciation and amortization

Share based compensation

Legal services provided in exchange for convertible note

Loss on fair value of convertible note

Loss on write-off of intangible asset

Loss on sale of asset

Stock-based compensation

Changes in operating assets and liabilities:

Decrease in due from related party

(Increase) in accounts receivable

(Increase) in other receivable

Increase in accounts payable

Increase in accrued payroll

Increase/(Decrease) in accrued payroll

Increase/(Decrease) in accrued interest payable

Payments of lease liabilities

(Decrease) increase in payroll taxes

Operating lease ROU assets and lease liabilities, net

(Decrease) in payroll taxes

Net Cash Used in Operating Activities

( 1,802,678 )

Cash Flows from Financing Activities

Proceeds from related party advances

Proceeds from related party note payable

Repayment of related party advances

Proceeds from security deposits

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Proceeds from sale of common stock

Repayment of related party note payable

Net Cash Provided by Financing Activities

1 unchanged sentence

Purchase of property and equipment

Sale of property and equipment

Purchase of long term asset

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Supplemental Disclosure of Interest and Income Taxes Paid:

Lease liability paid during the period

Interest paid during the period

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Supplemental Disclosure for Non-Cash Investing and Financing Activities:

Common stock issued for conversion of debt

Property and equipment acquired through accounts payable

Common stock cancellation per share exchange agreement

$ ( 360,000 )

Series B preferred stock issuance per exchange agreement

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

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

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(the “Company”)

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

On August 4, 2009, the Company

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

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

2009, the Company changes its name to Clenergen Corporation.

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

and on August

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

its current name.

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.

specializes in the design, integration, and development of green hydrogen-based clean energy technologies.

With the Company’s management

having over 14 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:

Stock Price Valuation Adjustment:

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

Share-Based Compensation:

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

Equity Adjustments:

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

in the accumulated deficit to reflect the revised stock valuation.

Termination of Patent Purchase Agreement:

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

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

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

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

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

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

Additionally, the related amortization expense of $ 3,176

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

A copy of the Termination Agreement is attached

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

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

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

This adjustment ensures that financial obligations are accurately reported

in the period in which they were incurred.

Impact of the Restatement

The impact of the restatement on the financial statements for

the affected period is presented below.

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

as appropriate to reflect the impact of the restatements.

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

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

Schedule of restatement balance Sheet

Balance Sheet as of October 31, 2023

As Previously Reported

Current Assets

Due from related party

Total Current Assets

Non-Current Assets

Property and equipment, net

Intangible assets, net

Long term asset, net

Security deposits

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable

Accrued interest payable

Lease liability

Advances, related party

Customer deposits

Notes payable, related party

Total Current Liabilities

Non-Current Liability

Lease liability

Long term notes payable, related party

Total Non-Current Liability

Total Liabilities

STOCKHOLDERS’ DEFICIT

Series A, par value $0.001 per share

Common stock, par value $0.001 per share

Common stock payable

Common stock subscription receivable

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Deficit

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

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

Schedule of statement of operations

Statement of Operations for the year ended October 31, 2023

As Previously Reported

Cost of goods sold

Operating expenses

Advertising and marketing

General and administrative expenses

Stock based compensation

Depreciation and amortization

Total Operating Expenses

Other Income (Expenses)

Interest income

Interest expense

Total Other (Expenses)

Loss from Operations

PER SHARE AMOUNTS

Basic and diluted net loss

Weighted average number of common shares outstanding - basic and diluted

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

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

Schedule of statement of changes in stockholders’ deficit

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

As Previously Reported

Common stock based compensation

Additional paid in capital

Series A preferred issued pursuant to patent agreement, shares

Series A preferred issued pursuant to patent agreement, amount

Net loss for the year ended October 31, 2023

Balance at October 31, 2023

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

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

Schedule of statement of cash flows

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

As Previously Reported

Cash Flow from Operating Activities

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

Depreciation and amortization

Share based compensation

Changes in operating assets and liabilities:

Decrease in due from related party

Increase in accounts payable

Increase in accrued payroll

Increase/(Decrease) in accrued interest payable

Payments of lease liabilities

(Decrease) increase in payroll taxes

Net Cash Used in Operating Activities

Cash Flows from Financing Activities

Proceeds from related party advances

Proceeds from related party note payable

Proceeds from security deposits

Proceeds from customer deposits

Proceeds from sale of common stock subscription payable

Proceeds from sale of common stock

Repayment of related party note payable

Net Cash Provided by Financing Activities

Cash Flows from Investing Activities

Purchase of property and equipment

Purchase of long term asset

Net Cash Used in Investing Activities

Net increase (decrease) in cash

Cash at beginning of period

Cash at end of period

Supplemental Disclosure of Interest and Income Taxes Paid:

Interest paid during the period

Income taxes paid during the period

Supplemental Disclosure for Non-Cash Investing and Financing Activities:

Series A preferred stock issued pursuant to patent agreement

Common stock issued for conversion of debt

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

By integrating components from leading industry partners, the Company aims to transition fossil fuels to cleaner alternatives

and promote lower emissions.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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and cash flows of the Company for the years ended October 31, 2025 and October 31, 2024.

Out-of-Period Adjustment

During the year ended October

31, 2025, the Company recorded an out-of-period adjustment to write off the full gross amount of a previously capitalized intangible asset

related to the prototype Compact Hydrogen Refueling Station.

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

of a SAFE investment into intellectual property.

Upon further evaluation, management determined that the asset did not meet the criteria

for capitalization.

Management evaluated the error,

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

recorded an expense of $ 105,190 , presented as “Loss on write-off of intangible asset” within other expenses for the twelve

months ended October 31, 2025.

The remaining balance of the gross asset and related accumulated amortization were removed from the balance

sheet as part of the adjustment.

The previously recorded amortization from earlier periods was not reversed and remains reported in those

respective periods.

Use of Estimates

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Stock-Based Compensation

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 consultants and employees.

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

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

the Black-Scholes-Merton option-pricing model.

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

to perform services, typically known as the vesting period.

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

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

The expense related to stock-based compensation is

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

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

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 statement of operations.

For the year ended October 31, 2024, 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

For the year ended October 31, 2025, the Company revised its valuation methodology for restricted stock issuances.

value of restricted stock grants is determined using the closing market price on the grant date, adjusted for an appropriate discount

to reflect the restrictions on transferability and marketability of the shares.

The discount is calculated using a weighted average of

comparable restricted stock transactions, which better reflects the economic impact of larger issuances and provides a more accurate representation

of fair value under ASC 718.

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 statement

of operation line items 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.

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

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

Income taxes are computed using the asset and liability

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We recognize revenue in accordance with ASC 606, Revenue

from Contracts with Customers .

The standard’s stated core principle is that an entity should recognize revenue to depict the

transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled

in exchange for those goods or services.

To achieve this core principle, ASC 606 includes provisions within a five-step model that includes

identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price,

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

During the years ended October

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

Revenue was recognized from hydrogen engineering services and combustion

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 55-40.

During the year ended October 31, 2025, the Company

recognized $ 65,561 in revenue related to the facilitation of delivery of hydrogen refueling equipment and related services.

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

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

As a result, revenue

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

During the year ended October 31, 2024, the Company

had revenue of $ 4,241 .

Revenue was recognized from hydrogen engineering services and combustion solutions.

Basic and Diluted Net Loss per Common Share

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Diluted loss per share is

computed by dividing the net loss by the weighted average.

Number of shares of common stock outstanding

plus the dilutive effect of shares issuable through the common stock equivalents.

The weighted-average number of common shares outstanding

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

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

issuable through the common stock equivalents.

The weighted-average number of common shares outstanding excludes common stock equivalents

because their inclusion would be anti-dilutive.

Property and Equipment

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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

Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including

quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable

The Company reviews its long-lived assets for impairment

whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable.

recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are

less than its carrying amount.

If impairment is indicated, the long-lived asset would be written down to fair value.

Fair value is determined

by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available,

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

The Company accounts for leases in accordance

with ASC 842, Leases (“ASC 842”).

At contract inception, the Company determines if an arrangement is or contains a lease.

Where the Company is the lessee, for each lease with a term greater than twelve months, the Company records a right-of-use asset and lease

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

the lease term.

A lease liability represents the obligation to make lease payments arising from the use of the asset over the lease term.

At contract inception, the Company determines if an arrangement is or contains a

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

As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement

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

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires enhanced disclosures related to

effective tax rate reconciliation and income taxes paid.

The amendments are effective for public business entities for fiscal years

beginning after 12/15/24.

The Company does not expect adoption of this standard to have a material impact on its financial position

or results of operations, but expects expanded income tax disclosures.

In November 2024, the FASB issued ASU No.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) , which requires

additional disaggregated expense disclosures in the notes to the financial statements.

The amendments are effective for fiscal years beginning

after 12/15/25.

The Company is evaluating the impact of this standard on its disclosures.

Segment Reporting

The Company operates as one reportable segment.

Chief Executive Officer, who serves as the Chief Operating Decision Maker as defined under ASC 280, Segment Reporting (“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, 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 3 – GOING CONCERN

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Based on the above factors, substantial doubt exists

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

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

NOTE 4 – PROPERTY

1 unchanged sentence

equipment consisted of the following:

Schedule of property and equipment

Schedule of property and

Small equipment

3 unchanged sentences

Property and Equipment, Net

expenses for the years ended October 31, 2024, and 2023 were $ 154,973 and $ 36,940 , respectively.

expense for the years ended October 31, 2025, and 2024 were $ 238,295 and $ 154,973 , respectively.

NOTE 5 – 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 Company has an active 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

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.

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from December 1, 2025, to November 30, 2026.

The Company has active operating lease arrangements

for office space.

The Company is typically required to make fixed minimum rent payments relating to its right to use the underlying leased

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

Therefore, the Company recognized operating lease liabilities with corresponding Right-Of-Use ("ROU") assets

based on the present value of the minimum rental payments of such leases .

As most of the Company’s leases do not provide

an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using

the Company’s estimated incremental borrowing rate.

The incremental borrowing rate represents the rate of interest that the Company

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

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

As of 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 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 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, 2025, the right-of-use asset was $ 64,637 and operating

lease liabilities were $ 66,155 .

The operating lease liabilities consist of a current portion of $ 60,953 and a non-current portion of $ 5,202 .

The weighted average remaining lease term was 1.08 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, 2025:

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Operating Lease Payment

2026 and above

October 31, 2026 and beyond

Total Payments

Lease Not Yet Commenced

In April 2024, the Company entered into a lease agreement for an industrial

facility located in Katy, Texas.

The lease is subject to completion of landlord construction and build-out prior to commencement.

the terms of the lease, the commencement date occurs when the leased premises are made available for the Company’s use.

As of October 31, 2025, the landlord’s construction had not been

completed, the lease had not commenced, and the Company had not taken possession of the facility.

Accordingly, no right-of-use asset or

lease liability has been recorded on the Company’s balance sheet as of October 31, 2025.

NOTE 6 – COMMON STOCK

1 unchanged sentence

par value $ 0.001 .

Increase in Authorized Capital Stock

On January 4, 2023, the Board of

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

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

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

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

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

par value $ 0.001 .

During the quarter

ended January 31, 2023, the Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the

Board of Directors, whereby the Company privately sold a total of 175,000,000 shares of its common stock for a cash purchase price of

Donald Owens was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act of 1933,

as amended (the “Securities Act”)).

The $ 175,000 in proceeds from the sale of common stock will be used for operating capital.

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

On January 17,

2023, the Company entered into a Stock Subscription Agreement with William Parker, a member of the Company’s Board of Directors,

whereby the Company privately sold a total of 5,000,000 shares of its common stock for a cash purchase price of $ 5,000 .

William Parker

was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act).

The $ 5,000 in proceeds from the

sale of common stock will be used for operating capital.

The shares were ‘restricted securities’ under Rule 144 of the Securities

On January 11,

2023, the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the

Board of Directors, whereby the Company privately sold a total of 2,000,000 shares of its common stock for a cash purchase price of $ 2,000 .

Hossein Haririnia was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act).

The $ 2,000 in

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

The shares were ‘restricted securities’ under Rule

144 of the Securities Act.

The Company's

Board of Directors granted approval for the issuance of 2,025,000 shares of our common stock with a value of $ 0.23 on January 2, 2023,

in exchange for services rendered to the Company.

These shares were considered "restricted securities" under Rule 144 and were

issued under the exemption provided by Section 4(a)(2) of the Securities Act.

On January 31,

2023, the Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the Board of Directors,

whereby the Company privately sold a total of 100,000,000 shares of its common stock for a cash purchase price of $ 100,000 .

was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act).

The $ 100,000 in proceeds from

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

As of January 31, 2023,

these shares had not yet been issued and therefore were recorded as stock payable.

On February 1, 2023, these shares were issued.

On June 9, 2023,

the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the Board

of Directors, whereby the Company privately sold a total of 8,000,000 shares of its common stock for a cash purchase price of $ 8,000 .

Hossein Haririnia was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act).

The $ 8,000 in

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

The shares were issued as ‘restricted securities’

under Rule 144 of the Securities Act.

During the quarter ended July 31, 2023, the Company

issued 1,968,032 shares of common stock for $ 1,968,032 in cash under its Regulation A offering, qualified on May 3, 2023.

Additionally,

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

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

During the quarter ended October 31, 2023, the Company

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

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

$ 18,501 common stock payable.

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

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

The shares were issued in reliance upon the exemption from

securities registration afforded by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D under the Securities Act, based,

in part, on the representations of the investor.

During the quarter ended January 31, 2024, the Company

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

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

$ 51,000 common stock payable.

During the quarter ended April 30, 2024, the Company

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

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

$ 64,250 common stock payable.

During the quarter ended July 31, 2024, the Company

During the year ended October 31, 2024, the Company

issued 433,429 shares of common stock for $ 433,429 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023.

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

$ 1,000 common stock payable.

During the quarter ended

July 31, 2024, the Company entered into a Stock Subscription Agreement with accredited investors (under Rule 506 (b) of Regulation D under

also issued 17,001 Regulation A shares previously classified as common stock payable.

During the year 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 year 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).

4 unchanged sentences

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

During the quarter ended

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

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

During the quarter ended

October 31, 2024, the Company entered into a Stock Subscription Agreement with accredited investors (under Rule 506 (b) of Regulation

D under the Securities Act of 1933, as amended).

Whereby the Company privately sold a total of 1,295,973 shares of its common stock, $ 0.001

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

The proceeds from the sale of common

stock will be used for operating capital.

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

During the quarter

During the year ended October 31, 2025, the Company

entered into Stock Subscription Agreements with accredited investors (under Rule 506(b) of Regulation D under the Securities Act of 1933,

Whereby the Company privately sold a total of 22,652,626 shares of its common stock, for a cash purchase price

of $ 1,039,000 .

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

During the year

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 $ 1,192,356 , 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.

These shares were considered "restricted securities" under

Rule 144 and were issued under the exemption provided by Section 4(a)(2) of the Securities Act.

The issuance of these shares resulted

in the recognition of stock-based compensation expense in the accompanying statement of operations.

During the year ended October 31, 2025, the Company's

Board of Directors granted approval for the issuance of 18,705,000 shares of our common stock valued at $ 5,333,937 , in exchange

for services rendered to the Company.

These shares were considered "restricted securities" under Rule 144 and were issued under

the exemption provided by Section 4(a)(2) of the Securities Act.

The issuance of these shares resulted in the recognition of stock-based

compensation expense in the accompanying statement of operations.

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

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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.

a settlement amount of $ 15,500 , which was recorded as a legal expense.

This agreement nullified any outstanding receivable related to

the stock issuance and resolved the dispute in full.

Stock Payable

2 unchanged sentences

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

As of October 31, 2025, the Company sold 10,000 shares

of common stock under its Regulation D offering to a shareholder that have not yet been issued by the transfer agent;

therefore, $ 10,000

has been classified as common stock payable.

NOTE 7 – PREFERRED STOCK

4 unchanged sentences

of Series A preferred stock, par value $ 0.001 .

On January 24, 2023, the

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

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

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

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

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

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

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

Series B Preferred Stock

The Company is authorized to issue 500,000 shares of Series B preferred

stock, par value $ 0.001 .

On January 2, 2025, the Company entered into a Share Exchange Agreement

with the CEO.

Pursuant to the agreement, the CEO exchanged 245,000,000 shares of the Company’s common stock for 245,000 shares of

Series B Preferred Stock.

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

of Series B Preferred Stock were issued to Donald Owens.

On January 2, 2025, the Company entered into a Share

Exchange Agreement with HNO Green Fuels, Inc.

(“HNO Green Fuels), a related party.

Pursuant to the agreement, HNO Green Fuels exchanged

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

On January 9, 2025, 115,000,000

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

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

Green Fuels, Inc.

As of October 31, 2025, and October 31, 2024, the Company had 360,000 and

0 shares of Series B preferred stock issued and outstanding, respectively.

NOTE 8 – RELATED PARTY TRANSACTIONS

11 unchanged sentences

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 %

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.

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

As of October 31, 2025, the Company had multiple outstanding

promissory notes payable to HNO Green Fuels, Inc.

The notes bear interest at 2 % per annum and were issued in connection with financing

arrangements to support the Company’s operations.

The following table summarizes the terms of these related-party notes payable,

including original principal amounts, maturity dates (as extended), principal outstanding, and accrued interest as of October 31, 2025.

Schedule of multiple outstanding

promissory notes payable

Principal Outstanding

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.

On December 19, 2024, the Company

entered into nine separate Extension to Promissory Note agreements (the "December 2024 Extensions") with HNO Green Fuels, Inc.,

a Nevada corporation ("HNOGF"), a related party.

These extensions amended nine promissory notes that were originally issued

between December 1, 2021 and April 17, 2023, extending their maturity dates from December 31, 2024 to December 31, 2025.

notes bear interest at 2 % per annum and have an aggregate outstanding principal balance of $ 785,000 as of October 31, 2025.

issuance dates, principal amounts, and current balances of these notes are detailed in the table above.

Subsequent to October 31, 2025,

the Company executed additional extensions of these promissory notes, extending the maturity dates from December 31, 2025 to December

These subsequent extensions are disclosed in Note 10 – Subsequent Events.

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.

NOTE 10 – RECEIVABLE SETTLEMENT WITH RELATED

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

October 31, 2022, the Company had a receivable from HNO Hydrogen Generators totaling $ 56,392 on its balance sheet, which was

unsecured and due on demand.

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

effective April 15, 2024.

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

with a combined value of $56,392.

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

settlement agreement fully resolved all claims associated with the receivable.

On the date of settlement, $ 5,185 was calculated as

5 % interest and was recorded on the balance sheet as accrued interest receivable.

The $ 5,185 balance of accrued interest was fully

received on July 3, 2024.

NOTE 11 – INTELLECTUAL PROPERTY:

PROTOTYPE COMPACT HYDROGEN REFUELING

STATION (CHRS)

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

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

("Varea"), a Delaware corporation.

Pursuant to the SAFE,

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

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

to an agreed-upon budget.

Prior to entering into this SAFE, the Company had

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

expenses by HNOI.

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

proposed a revised approach.

Under the newly proposed approach, Varea Inc.

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

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

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

International, Inc.

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

The transition

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

The terms and conditions

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

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

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

Under the terms of this Mutual Release Agreement, the intellectual

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

by HNO International, Inc.

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

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

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

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

on HNO International, Inc.'s balance sheet.

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

not include any physical equipment.

The intellectual property associated with the

CHRS is being amortized over a useful life of five

5 years, beginning on December 6, 2023.

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

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

Schedule of amortization expense

Long term asset

Accumulated amortization

Long term asset, net

NOTE 12 – TERMINATION OF PATENT AGREEMENT

Patent Purchase

On January 24, 2023, the

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

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

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

In exchange for these patents, the Company

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

Owens, valued at $ 82,500 .

Termination of Patent Purchase Agreement

On March 13, 2025, the Company

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

As part of the termination, the patents

were returned to Mr.

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

See Note 2 – Correction of Previously

Issued Financial Statements.

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

NOTE 13 – TERMINATION OF PROPERTY ACQUISITION AGREEMENT

On August 28, 2023, the Company entered into a Purchase and Sale Agreement

(the “PSA”) with TCF Elrod, LLC.

Pursuant to the PSA, the Company agreed to purchase property located in Harris County, Texas,

including real property, improvements, development rights, and a lease.

The purchase price for the property was $ 10,800,000 .

paid a non-refundable earnest money deposit of $ 100,000 , which was applied towards the purchase price of the sale proceeds as planned.

Specific conditions in the PSA were not met, the

Company chose to exercise its right to terminate the PSA.

Consequently, TCF Elrod, LLC refunded the $ 100,000 earnest money deposit to

the Company on December 4, 2023 .

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

Chairman of the Board of Directors, advanced $ 950,585 to the Company to cover operating expenses, and HNO Green Fuels, Inc.

advanced $ 10,000

for the same purpose.

During the year ended October 31, 2025, Mr.

Owens advanced an additional $ 18,500 to the Company and the Company

repaid $ 107,700 as partial repayment of previously advanced funds, and HNO Green Fuels, Inc.

advanced $ 540,000 to the Company and the

Company repaid $ 323,000 as partial repayment of previously advanced funds.

These advances are unsecured, non-interest bearing and due on demand.

As of October 31, 2025 and 2024, related party advances had outstanding balances of $ 1,088,385 and $ 960,585 , respectively.

NOTE 9 - INCOME TAXES

A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the

Company’s income tax expense as reported is as

Schedule of provision for income taxes

Net loss before income taxes per financial statements

$ ( 6,615,496 )

$ ( 3,338,590 )

Income tax rate

Income tax recovery

( 1,389,254 )

Valuation allowance change

Income tax expense (recovery)

As of October 31, 2024, the Company had federal net

operating loss carryforwards of $ 2,591,385 based on its filed federal income tax return.

The amount of net operating loss carryforwards

as of October 31, 2025 has no t yet been finalized, as the related income tax return has not been prepared.

The Company has provided a

full valuation allowance against its deferred tax assets.

The amount taken into income as deferred income tax

assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations.

The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards.

The Company has recognized

a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such

benefit will be utilized in future years.

The valuation allowance is reviewed annually.

When circumstances change and cause a change in

management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance

is generally reflected in current income.

As of October 31, 2025 and 2024 the Company has no

unrecognized income tax benefits.

The Company’s policy for classifying interest and penalties associated with unrecognized income

tax benefits is to include such items as tax expense.

No interest or penalties have been recorded during the years ended October 31, 2025

and 2024 and no interest or penalties have been accrued as of October 31, 2025 and 2024.

As of October 31, 2025 and 2024, the Company

did no t have any amounts recorded pertaining to uncertain tax positions.

The Company’s tax years remain open to examination

by federal and state taxing authorities due to net operating loss and credit carryforwards.

The Company is currently not under examination

by the Internal Revenue Service or any other taxing authorities.

NOTE 10 – SUBSEQUENT EVENTS

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

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

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

Act of 1933, as amended), whereby the Company privately sold a total of 4,162,626 shares of its common stock, $ 0.001 par

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

The Company issued 11,111 shares on November

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

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

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

as ‘restricted securities’

under Rule 144 of the Securities Act.

Subsequent events have been evaluated through

February 6, 2026, which represents the date the financial statements were issued, and no events, other than discussed below have occurred

through that date that would impact the financial statements.

Common Stock Issued

entered into a Stock Subscription Agreement with an accredited investor (under Rule 506(b) of Regulation D under the Securities Act of

1933, as amended), whereby the Company privately sold a total of 500,000 shares of its common stock, $ 0.001 par value per

share (“common stock”), for a cash purchase price of $ 12,500 on November 13, 2025 as ‘restricted securities’ under

Rule 144 of the Securities Act.

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

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

2024, in exchange for services rendered.

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

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

the Company’s Regulation A offering, which was qualified by the Securities and Exchange Commission on December 11, 2025, the Company

entered into stock subscription agreements for its common stock at a purchase price of $ 0.15 per share.

On December 13, 2025, the Company

received cash proceeds of $ 5,000 for shares that had not yet been issued as of the reporting date.

On January 12, 2026, the Company received

cash proceeds of $ 50,000 for 333,334 shares of common stock, which were issued on January 23, 2026.

Note Conversion

12, 2025, following the qualification of the Company’s Regulation A Offering Statement on Form 1-A (“Form 1-A”) by the

SEC on December 11, 2025, the Company converted $ 47,446 of principal and accrued interest under a convertible promissory note issued to

Newlan Law Firm, PLLC in exchange for legal services in connection with the Form 1-A.

The conversion was effected at a price of $ 0.245625

per share, representing 75 % of the price of the Company’s common stock on the trading day immediately preceding the conversion,

and resulted in the issuance of 193,164 shares of the Company’s common stock.

Extension of Promissory Notes

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

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

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

2024 to December 31, 2025.

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

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

The 2 nd Extension amends the Promissory Note issued

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

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

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

The 3 rd Extension amends the Promissory Note issued

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

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

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

The 4 th Extension amends the Promissory Note issued

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

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

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

The 5 th Extension amends the Promissory Note issued

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

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

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

The 6 th Extension amends the Promissory Note issued

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

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

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

The 7 th Extension amends the Promissory Note issued

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

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

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

The 8 th Extension amends the Promissory Note issued

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

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

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

The 9 th Extension amends the Promissory Note issued

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

Share Exchange Agreements

On January 2, 2025, the

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

Pursuant to the agreement, Mr.

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

Stock (the “Series B Preferred Stock”).

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

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

On January 2, 2025, the

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

Pursuant to the agreement, HNO Green Fuels, Inc.

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

On January 9, 2025, 115,000,000

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

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

Green Fuels, Inc.

Designation of Series B Preferred Stock

On January 2, 2025, in

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

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

par value $ 0.001 , as Series B Preferred Stock.

Termination of Patent

Purchase Agreement

On March 13, 2025, the

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

As part of the termination,

the patents were returned to Mr.

Owens, and the 5,000,000

shares of Series A Preferred Stock were canceled.

A copy of the Termination Agreement

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

On December 19, 2024, the Company

entered into nine separate Extension to Promissory Note agreements (the "December 2024 Extensions") with HNO Green Fuels, Inc.,

a Nevada corporation ("HNOGF"), a related party.

These extensions amended nine promissory notes that were originally issued between

December 1, 2021 and April 17, 2023, extending their maturity dates from December 31, 2024 to December 31, 2025.

notes bear interest at 2 %

per annum and have an aggregate outstanding principal balance of $ 785,000

as of October 31, 2025.

The original issuance dates, principal amounts, and current balances of these notes are detailed in the

Subsequent to October 31, 2025, the

Company executed additional extensions of these promissory notes, extending the maturity dates from December 31, 2025 to December 31,

These subsequent extensions are disclosed in Note 8 – Related Party Transactions.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data