What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-06 compared with 2025-03-20 · 260 added, 361 removed, 195 unchanged (76% of the section changed)

CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange

Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period

covered by this annual report, being October 31, 2024.

This evaluation was carried out under the supervision and with the participation

of our management, including our Chief Executive Officer and Treasurer (who serves as our Principal Financial and Accounting Officer).

Disclosure controls and procedures are controls and

other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities

Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange

Commission’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information

required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated

to management, including our Chief Executive Officer and Treasurer (who serves as our Principal Financial and Accounting Officer), to

allow timely decisions regarding required disclosure.

Based upon that evaluation, including our Chief Executive

Officer and Treasurer (who serves as our Principal Financial and Accounting Officer), we have concluded that our disclosure controls and

procedures were not effective as of the end of the period covered by this annual report for the reasons discussed below.

As required by Rule 13a-15 under

the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures

as of the end of the period covered by this annual report, being October 31, 2024.

This evaluation was carried out under the supervision

and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures

are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities

and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure

that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosure.

Based upon that evaluation, including

our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were not effective

as of the end of the period covered by this annual report for the reasons discussed below.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934).

Management has assessed the effectiveness of our internal control over financial reporting as of October 31, 2024 based on criteria established

in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013).

a result of this assessment, management concluded that, as of October 31, 2024, our internal control over financial reporting was not

Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative

of many small companies with small staff:

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities

Exchange Act of 1934).

Management has assessed the effectiveness of our internal control over financial reporting as of October 31, 2025

based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO-2013).

As a result of this assessment, management concluded that, as of October 31, 2025, our internal control over financial

reporting was not effective.

Our management identified the following material weaknesses in our internal control over financial reporting,

which are indicative of many small companies with small staff:

(i) inadequate segregation of duties and effective risk assessment;

and (ii) insufficient written

policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC

Our management has concluded that in light of the

accounting errors described in Note 2 to the notes to the financial statements included herein, a material weakness exists in our internal

control over financial reporting as of October 31, 2023.

As a result, management concluded that our internal control over financial reporting

was not effective as of October 31, 2023 at a reasonable assurance level.

We plan to take steps to enhance and improve the design

of our internal control over financial reporting.

During the period covered by this annual report on Form 10-K, we have not been able

to remediate the material weaknesses identified above.

To remediate such weaknesses, we hope to implement the following changes during

our fiscal year ending October 31, 2025:

(i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective

risk management;

(ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application

of both US GAAP and SEC guidelines;

and (iii) ineffective controls over the valuation, accounting, and disclosure of stock-based compensation.

We plan to take steps to enhance

and improve the design of our internal control over financial reporting.

During the period covered by this annual report on Form 10-K,

we have not been able to remediate the material weaknesses identified above.

To remediate such weaknesses, we hope to implement the following

changes during our fiscal year ending October 31, 2025:

(i) appoint additional qualified personnel to address inadequate segregation of

duties and ineffective risk management;

and (ii) adopt sufficient written policies and procedures for accounting and financial reporting.

The remediation efforts

set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required.

The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing

the changes required.

If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

This annual report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not

subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section

989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

This annual report does not include

an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set

forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

in Internal Control over Financial Reporting

There was no change in our internal control over financial

reporting, which are included within disclosure controls and procedures, that occurred during our fiscal quarter ended October 31, 2024

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal

control over financial reporting, which are included within disclosure controls and procedures, that occurred during our fiscal quarter

ended October 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial

OTHER INFORMATION.

Securities Trading Plans of Directors and Executive Officers

None of our directors or executive officers adopted or terminated a

“Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item

408(c) of Regulation S-K) during the three months ended October 31, 2024.

Securities Trading Plans of Directors

and Executive Officers

None of our directors or executive

officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading

arrangement” (as such terms are defined in Item 408(c) of Regulation S-K) during the three months ended October 31, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Our bylaws state the number of the directors of the

Company shall be determined by resolution of the Board of Directors.

The Board of Directors currently consists of three directors who

are expected to hold office until our next meeting of the shareholders.

Each director is elected at our annual meeting of shareholders

and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified, or his earlier death,

resignation or removal.

Our bylaws state the number of

the directors of the Company shall be determined by resolution of the Board of Directors.

The Board of Directors currently consists of

three (3) directors who are expected to hold office until our next meeting of the shareholders.

Each director is elected at our annual

meeting of shareholders and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified,

or his earlier death, resignation or removal.

Officers are elected by and serve at the discretion of the Board of Directors.

1 unchanged sentence

our executive officers, directors and significant employees, including their ages as of the date of this Report:

The names of our director and executive officers as

of the date of this Report, their respective ages, positions, and biographies are set forth below.

Our executive officers are appointed

by, and serve at the discretion of, our board of directors.

Term in Office

President, Chief Executive Officer and Secretary

November 20, 2024 to present

Hossein Haririnia

Treasurer (who serves as our Principal Financial and Accounting Officer)

Treasurer from August 22, 2022 to present

Director from December 22, 2022 to present

Chairman of the Board of Directors

November 20, 2024 to present

April 30, 2021, to present

Hossein Haririnia

Treasurer and Chief Financial Officer (Principal Financial and Accounting

August 22, 2022 to present

December 22, 2022 to present

William Parker

1 unchanged sentence

Professional Experience

The biographies of each executive officer below contain

information regarding the person’s service as an executive officer, business experience, director positions held currently or at

any time during the last five years, and information regarding involvement in certain legal or administrative proceedings, if applicable.

A description of the principal occupation for the

past five years and summary of the experience of the directors and officers of the Company is as follows:

Donald Owens – CEO, President and Chairman

of the Board of Directors

Donald Owens founded HNO Green

on June 5, 2011, and has been serving as its Chairman and President from June 2011 to the present.

As Chairman and President

of HNO Green Fuels, Inc.

Owens creating a customized hydrogen solution for reducing emissions in internal combustion engines and secured

19 US patents and 3 International Patents for this technology.

The biographies of each executive

officer below contain information regarding the person’s service as an executive officer, business experience, director positions

held currently or at any time during the last five years, and information regarding involvement in certain legal or administrative proceedings,

if applicable.

A description of the principal

occupation for the past five years and summary of the experience of the directors and officers of the Company is as follows:

Donald Owens – President,

Chief Executive Officer, Secretary and Chairman of the Board of Directors.

Owens has served as our company’s Chairman

of the Board of Directors, since April 30, 2021.

Additionally, from April 30, 2021, to December 1, 2021, he served as our President, Chief

Executive Officer, Chief Financial Officer, Treasurer and Secretary.

On November 20, 2024, Mr.

Owens was appointed as our President, Chief

Executive Officer and Secretary.

Owens founded HNO Green Fuels,

(a private company owned by Mr.

Owens) on June 5, 2011, and has served as its Chairman and President since its founding to the present.

As Chairman and President of HNO Green Fuels, Inc., Mr.

Owens engages in creating a customized hydrogen solution for reducing emissions

in internal combustion engines and has secured 19 US patents and 3 International Patents for this technology.

HNO Green Fuels, Inc.

is an affiliate of HNO International, Inc.

appointed Chairman of the Board of Directors of HNO International, Inc.

on April 30, 2021, continues to actively serve in this capacity.

Previously, in the late 1990s,

an affiliate of HNO International, Inc.

Prior to his founding HNO Green

Fuels, Inc., in the late 1990s, Mr.

Owens was Chairman and CEO of Business Internet Systems.

In July 1998, he launched a first-of-a-kind online platform that serviced

the major business card printing needs of the US Congress, Branches of The Executive Office, and The Department of State.

actively involved in early web and networked database optimization for massive clients such as the US Census Bureau.

He began his career

in 1985 as a patent attorney for Western Electric and Bell Labs after attaining his law degree from Georgetown University.

an engineering degree at General Motors Institute (now Kettering University).

Hossein Haririnia - MBA, CPA, CGFM – Treasurer

(who serves as our Principal Financial and Accounting Officer) and Director

Hossein Haririnia has overseen the financial functions

of HNO International, Inc.

since October 2021.

On August 22, 2022 he was appointed Treasurer (who serves as our Principal Financial and

Accounting Officer) and on December 22, 2022 he was appointed as a member of the board of directors.

In his current capacity he provides

technical assistance to the President on corporate-level decision-making.

Before that, as a Treasurer (who serves as our Principal Financial

and Accounting Officer), he managed financials for for-profit and nonprofit organizations.

He also assisted in budget and cost proposal

presentations for companies in countries, including Iran, Turkey, Dubai, Azerbaijan, and China.

Haririnia has managed multi-million dollar budget

preparations for government entities such as NASA, the US Department of Labor (DOL), and the US Department of Transportation (DOT).

has supervised a team of accounting staff and has served as an auditor and fraud examiner.

In July 1998, he launched a first-of-a-kind

online platform that serviced the major business card printing needs of the US Congress, Branches of The Executive Office, and The Department

He was also actively involved in early web and networked database optimization for massive clients such as the US Census Bureau.

He began his career in 1985 as a patent attorney for Western Electric and Bell Labs after attaining his law degree from Georgetown University.

He received an engineering degree at General Motors Institute (now Kettering University).

Hossein Haririnia - MBA, CPA,

CGFM – Treasurer, Chief Financial Officer (who serves as our Principal Financial and Accounting Officer) and Director.

has served as our company’s Treasurer, including as our Principal Financial and Accounting Officer, since August 22, 2022, and,

since December 22, 2022, he has served as a Director.

Prior to his being appointed as Treasurer and Chief Financial Officer, Mr.

had overseen the financial functions of our company beginning in October 2021.

In his current capacity, he provides technical assistance

to our President on corporate-level decision-making.

For more than the five years prior to joining our company, Mr.

Haririnia provided

financial consulting services to for-profit and non-profit organizations, including assisting in budget and cost proposal presentations

for companies in Iran, Turkey, Dubai, Azerbaijan and China, among others.

In his consulting career, Mr.

Haririnia has managed multi-million-dollar

budget preparations for government entities, such as NASA, the US Department of Labor and the US Department of Transportation.

also supervised a team of accounting staff and has served as an auditor and fraud examiner.

Haririnia is a Certified Public Accountant

in the State of Virginia.

William Parker – Director.

William Parker has spent 28 years in the ATM industry

with vast ATM technology knowledge and IT/Communications experience it totals over 39 years combined.

After attending The University of

the District of Columbia on an athletic scholarship majoring in Electronic/ Computer Engineering, he continued his education at an Electronic

Technology Certified School developed by George Washington University (TEC – Technical Education Center).

As the Principal and Co-Founder

of Alliant ATM Services (May 2, 2002 to present), Mr.

Parker has served as a Director of our company, since December 22, 2022.

Parker has spent 28 years in the ATM industry with vast

ATM technology knowledge and IT/Communications experience it totals over 39 years combined.

After attending The University of the District

of Columbia on an athletic scholarship majoring in Electronic/ Computer Engineering, he continued his education at an Electronic Technology

Certified School developed by George Washington University (TEC – Technical Education Center).

As the Principal and Co-Founder of

Alliant ATM Services (May 2, 2002, to present), Mr.

Parker oversees the business operations of the company and is responsible for the

1 unchanged sentence

Alliant ATM Services

is a certified minority-owned Corporation located in Annapolis, MD that specialize in the placement, installation, service and sell of

cash dispensing Automated Teller Machines (ATMs) as well as Merchant Credit Card Services in the Washington DC Metropolitan Area.

ATM Services is built on a solid foundation of vision, integrity, and honesty and is an Independent Sales Organization (ISO/ESO) and recently

has become partnering agents with Alliant Merchant Services.

William brings his tireless drive and work ethic to the business creating

both opportunity and vision.

is a certified minority-owned corporation located in Annapolis, Maryland, that specialize in the placement, installation, service and

sale of cash dispensing Automated Teller Machines (ATMs) as well as Merchant Credit Card Services in the Washington DC Metropolitan Area.

Alliant ATM Services is built on a solid foundation of vision, integrity, and honesty and is an Independent Sales Organization (ISO/ESO)

and recently has become partnering agents with Alliant Merchant Services.

Parker brings his tireless drive and work ethic to the business

creating both opportunity and vision.

Term of Office

Directors serve until the next annual meeting and

until their successors are elected and qualified.

Officers are appointed to serve for one year until the meeting of the Board following

the annual meeting of shareholders and until their successors have been elected and qualified.

Directors serve until the next

annual meeting and until their successors are elected and qualified.

Officers are appointed to serve for one year until the meeting of

the Board following the annual meeting of shareholders and until their successors have been elected and qualified.

Legal Proceedings

During the past ten years there have been no events

under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability

and integrity of any of our directors or executive officers, and none of these persons has been involved in any judicial or administrative

proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative

proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, or any disciplinary

sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

During the past ten years there

have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the

evaluation of the ability and integrity of any of our directors or executive officers, and none of these persons has been involved in

any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity,

any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws

or regulations, or any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory

organization.

Family Relationships

There are no family relationships between any of our

directors and executive officers.

There are no family relationships

between any of our directors and executive officers.

Significant Employees

We do not have any significant employees other than

our current executive officers named in this Report.

We do not have any significant

employees other than our current executive officers named in this Report.

Board Leadership Structure and Risk Oversight

The Board oversees our business and considers the

risks associated with our business strategy and decisions.

The Board currently implements its risk oversight function as a whole.

of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration and reports material

risks to the board for further consideration.

Our board of directors has not yet established any

The Board oversees our business

and considers the risks associated with our business strategy and decisions.

The Board currently implements its risk oversight function

Each of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration

and reports material risks to the board for further consideration.

Our board of directors has not

yet established any committees.

Code of Business Conduct and Ethics

Our Board plans to adopt a written code of business

conduct and ethics (the “ Code ”) that applies to our directors, officers and employees, including our principal executive

officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions.

to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers

from, any provision of the Code.

Our Board plans to adopt a written

code of business conduct and ethics (the “ Code ”) that applies to our directors, officers and employees, including our

principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar

We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments

to, or waivers from, any provision of the Code.

EXECUTIVE COMPENSATION.

The table below summarizes all compensation paid to

our named executive officers for the years ended October 31, 2024 and October 31, 2023.

EXECUTIVE COMPENSATION

The table below summarizes all

compensation paid to our named executive officers for the years ending October 31, 2025 and October 31, 2024.

Fees Earned or Paid in Cash

4 unchanged sentences

Hossein Haririnia,

Treasurer and Director (1)(4)

Treasurer, Chief Financial Officer and Director

Year Ended October 31, 2024

3 unchanged sentences

Year Ended October 31, 2025

On August 22, 2022, we accepted the resignations from Wilhelm Cashen as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and member of the Board of Directors.

Effective on the same date to fill the vacancies created by Mr.

Cashen’s resignations, we appointed Paul Mueller as our President, Chief Executive Officer and Secretary.

Also, on this date, Hossein Haririnia was appointed Treasurer (who serves as our Principal Financial and Accounting Officer).

On December 1, 2021, we accepted the resignation from Donald Owens as our President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary.

On April 30, 2021, we accepted the resignation from Douglas Anderson as our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors.

Effective on the same date to fill the vacancies created by Mr.

Anderson’s resignations, we appointed Donald Owens as our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors.

On December 22, 2022, the Board of Directors appointed Hossein Haririnia to the Board of Directors effective as of December 22, 2022.

On November 20, 2024, we accepted the resignation from Paul Mueller as our President, Chief Executive Officer and Secretary.

Effective on the same date to fill the vacancies created by Mr.

Mueller’s resignation, the Company appointed Donald Owens, Chairman of the Board of Directors, as the Company’s Chief Executive Officer, President and Secretary.

Director Compensation

The table below summarizes all compensation paid to

our directors who are not also named executive officers for the years ended October 31, 2024 and October 31, 2023.

The table below summarizes all

compensation paid to our directors who are not also named executive officers for the years ending October 31, 2025 and October 31, 2024.

Fees Earned or Paid in Cash

7 unchanged sentences

AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information

as of March 17, 2025, as to shares of our shares of common stock beneficially owned by:

(1) each person who is known by us to own beneficially

more than 5% of the 85,085,491 (79,725,491 common plus 5,000,000 series a preferred and 360,000 series b preferred) shares.

includes preferred stock that is convertible into common stock and information as to the ownership of our stock by each of its directors,

named executive officers, and executive officers and by the directors and executive officers as a group.

There were no stock options outstanding

as of March 19, 2025.

Except as otherwise indicated, all shares are owned directly, and the persons named in the table have sole voting

and investment power with respect to shares shown as beneficially owned by them.

We have determined beneficial ownership in accordance

with the rules of the SEC.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the

persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they

beneficially own, subject to applicable community property laws.

The following table sets forth

certain information as of February 6, 2026, as to shares of our shares of common stock beneficially owned by:

(1) each person

who is known by us to own beneficially more than 5% of the 107,181,989 (101,821,989 common plus 5,000,000 Series A preferred and 360,000

Series B preferred) shares.

The table includes preferred stock that is convertible into common stock and information as to the ownership

of our stock by each of its directors, named executive officers, and executive officers and by the directors and executive officers as

There were no stock options outstanding as of February 6, 2026.

Except as otherwise indicated, all shares are owned directly,

and the persons named in the table have sole voting and investment power with respect to shares shown as beneficially owned by them.

We have determined beneficial

ownership in accordance with the rules of the SEC.

Except as indicated by the footnotes below, we believe, based on the information furnished

to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common

stock that they beneficially own, subject to applicable community property laws.

Name and Address (1)

6 unchanged sentences

Hossein Haririnia

Treasurer (who serves as our Principal Financial and

Accounting Officer) and Director

Treasurer, Chief Financial Officer and Director

Series A Preferred Stock

1 unchanged sentence

Series A Preferred Stock

All Named Executive Officers, Executive Officers and Directors as a Group

All Named Executive Officers, Executive Officer and Directors as a Group

Series A Preferred Stock

Series B Preferred Stock

5% Principal Stockholders

16 unchanged sentences

Notes Payable, Related Party

On November 19, 2021, we 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 was settled in full 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.

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.

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

At October 31, 2023, there is $435,000 of principal and $19,199 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.