HNO International, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The financial statements and related notes are included as part of this Annual Report. 25 HNO INTERNATIONAL, INC. INDEX October 31, 2025 and 2024 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FINANCIAL STATEMENTS (PCAOB ID # 6968 ) F-1 Audited Balance Sheets F-2 Audited Statements of Operations and Comprehensive Income F-3 Audited Statement of Stockholders' Equity F-4 Audited Statements of Cash Flows F-5 Notes to Audited Financial Statements F-6 26 Certified Public Accountants and Advisors A PCAOB Registered Firm 713-489-5635 bartoncpafirm.com Cypress, Texas REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Donald Owens, Chairman of the Board of Directors and Stockholders of HNO International, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of HNO International, Inc (the Company) as of October 31, 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. The 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters 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. F- 1 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. Our 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 Barton CPA PLLC Cypress, Texas February 6, 2026 F- 2 HNO INTERNATIONAL, INC. BALANCE SHEETS October 31, October 31, 2025 2024 ASSETS Current Assets Cash $ 9,525 $ 20,255 Accounts receivable 332,669 — Other receivable 1,000 — Total Current Assets 343,194 20,255 Non-Current Assets Property and equipment, net 1,323,189 994,898 Long term asset, net — 112,026 Right-of-use asset 64,637 121,805 Total Non-Current Assets 1,387,826 1,228,729 TOTAL ASSETS $ 1,731,020 $ 1,248,984 LIABILITIES AND STOCKHOLDERS' DEFICIT LIABILITIES Current Liabilities Accounts payable 715,236 138,029 Accrued payroll ( 18 ) 17,762 Accrued interest payable 56,345 28,845 Lease liability 60,953 57,062 Payroll tax — 2,838 Advances, related party 1,088,385 960,585 Customer deposits — 99 Convertible note payable, at fair value 59,867 — Notes payable, related party 785,000 785,000 Total Current Liabilities 2,765,768 1,990,220 Non-Current Liability Lease liability 5,202 66,155 Long term notes payable, related party 590,000 590,000 Total Non-Current Liability 595,202 656,155 Total Liabilities 3,360,970 2,646,375 STOCKHOLDERS’ DEFICIT Preferred stock, par value $ 0.001 per share; 15,000,000 shares authorized — — Series A, par value $ 0.001 per share; 10,000,000 shares authorized; 5,000,000 and 5,000,000 shares issued and outstanding as of October 31, 2025 and October 31, 2024, respectively 5,000 5,000 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 360 — Common stock, par value $ 0.001 per share; 985,000,000 shares authorized; 100,795,491 and 419,437,865 shares issued and outstanding as of October 31, 2025 and October 31, 2024, respectively 100,795 419,438 Common stock payable 25,250 15,250 Common stock subscription receivable ( 13,750 ) ( 13,750 ) Additional paid-in capital 50,302,585 43,611,365 Accumulated deficit ( 52,050,190 ) ( 45,434,694 ) Total Stockholders’ Deficit ( 1,629,950 ) ( 1,397,391 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 1,731,020 $ 1,248,984 The accompanying notes are an integral part of these financial statements. F- 3 HNO INTERNATIONAL, INC. STATEMENTS OF OPERATIONS For the year Ended October 31, 2025 2024 Revenue $ 65,561 $ 4,241 Cost of goods sold — ( 3,688 ) Gross Profit 65,561 553 Operating expenses Advertising and marketing 22,770 7,408 General and administrative expenses 6,259,342 3,129,989 Depreciation and amortization 245,131 179,672 Total Operating Expenses 6,527,243 3,317,069 Other Income (Expenses) Interest income 2,945 5,501 Interest expense ( 27,500 ) ( 27,575 ) Gain/(Loss) on fair value of convertible note ( 14,867 ) — Loss on write-off of intangible asset ( 105,190 ) — Loss on sale of asset ( 9,202 ) — Total Other (Expenses) ( 153,814 ) ( 22,074 ) Loss from Operations $ ( 6,615,496 ) $ ( 3,338,590 ) Net Loss $ ( 6,615,496 ) $ ( 3,338,590 ) PER SHARE AMOUNTS Basic and diluted net loss per share ( 0.04 ) ( 0.01 ) Weighted average number of common shares outstanding - basic and diluted 152,051,729 394,023,751 The accompanying notes are an integral part of these financial statements. F- 4 HNO INTERNATIONAL, INC. STATEMENTS OF STOCKHOLDERS' DEFICIT For the year ended October 31, 2024 Series A Preferred Stock Series B Preferred Stock Common Stock Stock Share Subscription Additional Paid-in Accumulated Total Stockholders' Shares Amount Shares Amount Shares Amount Payable Receivable Capital Deficit Deficit For the year ended October 31, 2024 Balance at October 31, 2023 5,000,000 $ 5,000 — $ — 419,341,584 $ 419,341 $ 32,251 $ ( 23,750 ) $ 41,470,177 $ ( 42,096,104 ) $ ( 193,085 ) Regulation A stock issuances — — — — 433,429 434 ( 17,001 ) — 432,995 — 416,428 Regulation D stock issuances — — — — 2,262,852 2,263 — — 523,237 — 525,500 Shares cancelled as per settlement agreement - Vivaris Capital — — — — ( 10,000,000 ) ( 10,000 ) — 10,000 — — — Stock-based compensation — — — — 7,400,000 7,400 — — 1,184,956 — 1,192,356 Net loss for the year ended October 31, 2024 — — — — — — — — — ( 3,338,590 ) ( 3,338,590 ) Balance at October 31, 2024 5,000,000 $ 5,000 — $ — 419,437,865 $ 419,438 $ 15,250 $ ( 13,750 ) $ 43,611,365 $ ( 45,434,694 ) $ ( 1,397,391 ) For the year ended October 31, 2025 Balance at October 31, 2024 5,000,000 $ 5,000 — $ — 419,437,865 $ 419,438 $ 15,250 $ ( 13,750 ) $ 43,611,365 $ ( 45,434,694 ) $ ( 1,397,391 ) Regulation D stock issuances — — — — 22,652,626 22,652 10,000 — 1,016,348 — 1,049,000 Shares cancelled as per exchange agreement ( 360,000,000 ) ( 360,000 ) — ( 360,000 ) Series B preferred stock issuances — — 360,000 $ 360 — — — — 359,640 — 360,000 Stock-based compensation — — — — 18,705,000 18,705 — — 5,315,232 — 5,333,937 Net loss for the year ended October 31, 2025 — — — — — — — — — ( 6,615,496 ) ( 6,615,496 ) Balance at October 31, 2025 5,000,000 $ 5,000 360,000 $ 360 100,795,491 $ 100,795 $ 25,250 $ ( 13,750 ) $ 50,302,585 $ ( 52,050,190 ) $ ( 1,629,950 ) The accompanying notes are an integral part of these financial statements. F- 5 HNO INTERNATIONAL, INC. STATEMENTS OF CASH FLOWS For the Year Ended October 31, 2025 2024 Cash Flow from Operating Activities Net loss $ ( 6,615,496 ) $ ( 3,338,590 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 245,131 179,672 Legal services provided in exchange for convertible note 45,000 — Loss on fair value of convertible note 14,867 — Loss on write-off of intangible asset 105,190 — Loss on sale of asset 9,202 — Stock-based compensation 5,333,937 1,192,356 Changes in operating assets and liabilities: Decrease in due from related party — 56,392 (Increase) in accounts receivable ( 332,669 ) — (Increase) in other receivable ( 1,000 ) Increase in accounts payable 228,362 115,545 Increase/(Decrease) in accrued payroll ( 17,780 ) 17,762 Increase/(Decrease) in accrued interest payable 27,500 ( 12,425 ) Operating lease ROU assets and lease liabilities, net 106 1,412 (Decrease) in payroll taxes ( 2,838 ) ( 14,802 ) Net Cash Used in Operating Activities ( 960,488 ) ( 1,802,678 ) Cash Flows from Financing Activities Proceeds from related party advances 558,500 960,585 Repayment of related party advances ( 430,700 ) — Proceeds from security deposits — 100,000 Proceeds from customer deposits ( 99 ) 99 Proceeds from sale of common stock subscription payable 10,000 ( 17,001 ) Proceeds from sale of common stock 1,039,000 958,929 Net Cash Provided by Financing Activities 1,176,701 2,002,612 Cash Flows from Investing Activities Purchase of property and equipment ( 227,943 ) ( 381,934 ) Sale of property and equipment 1,000 — Purchase of long term asset — ( 32,904 ) Net Cash Used in Investing Activities ( 226,943 ) ( 414,838 ) Net increase (decrease) in cash ( 10,730 ) ( 214,904 ) Cash at beginning of period 20,255 235,159 Cash at end of period $ 9,525 $ 20,255 Supplemental Disclosure of Interest and Income Taxes Paid: Lease liability paid during the period $ 60,804 $ 48,421 Interest paid during the period $ — $ — Income taxes paid during the period $ — $ — Supplemental Disclosure for Non-Cash Investing and Financing Activities: Property and equipment acquired through accounts payable $ 348,845 $ — Common stock cancellation per share exchange agreement $ ( 360,000 ) $ — Series B preferred stock issuance per exchange agreement $ 360,000 $ — Convertible note issued in exchange for legal services, recorded at fair value $ 60,000 $ — The accompanying notes are an integral part of these financial statements. F- 6 HNO INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS OCTOBER 31, 2025 NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING Organization HNO International, Inc. (the “Company”) 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 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the years ended October 31, 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. The Company 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 The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of October 31, 2025, and October 31, 2024, the Company did not hold any investments that qualify as cash equivalents. Therefore, the cash and cash equivalents line item in the balance sheet solely comprises cash. F- 7 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 requires that the cost of equity instrument awards, issued in exchange for services, including those issued to employees and predominantly to consultants, be measured at the grant-date fair value. The Company does not adhere to a formal stock-based compensation plan; rather, it issues stock awards on a discretionary basis as part of compensation agreements with selected consultants and employees. Compensation for stock-based awards is recognized as a non-cash expense on the 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 model. For the year ended October 31, 2025, the Company revised its valuation methodology for restricted stock issuances. The fair 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. As of the report date, the Company has not established any plans to issue dividends on stock-based awards. Any tax benefits arising from deductions for these awards are recorded in additional paid-in capital, provided they exceed the cumulative compensation cost recognized. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Revenue Recognition We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers (“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. Based on its evaluation of the arrangement, the Company determined that it acted as an agent with respect to the facilitation of delivery of equipment, as it did not obtain control of the goods and the third-party vendor delivered 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 Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. F- 8 Property and Equipment Property and equipment are carried at cost and, less accumulated depreciation. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposal. The Company examines the possibility of decreases in the value of property and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company’s property and equipment mainly consists of computer and laser equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Schedule of estimated useful lives Useful life Small equipment 3 Years Large equipment 7 Years Vehicles 4 Years Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions. Leases The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). At contract inception, the Company determines if an arrangement is or contains a lease. Where the Company is the lessee, for each lease with a term greater than twelve months, the Company records a right-of-use asset and lease liability. A right-of-use asset represents the economic benefit conveyed to the Company by the right to use the underlying asset over the lease term. A lease liability represents the obligation to make lease payments arising from the use of the asset over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. Leases with an initial expected term of 12 months or less are not recorded in the Balance Sheet and the related lease expense is recognized on a straight-line basis over the lease term. Recent Accounting Pronouncements In March 2024, the Financial Accounting Standards Board (FASB) issued ASU No. 2024-01, "Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards." This update clarifies the accounting for profits interest awards by specifying when these awards should be accounted for under ASC 718, Stock Compensation, as opposed to other compensation arrangements like cash bonuses under ASC 710. This clarification is provided through a series of illustrative examples which show how to determine whether profits interest awards meet the conditions of ASC 718, focusing on when such awards should be recognized as equity or liability. The guidance is intended to increase the comparability and consistency of financial reporting by providing clearer criteria for the accounting of profits interest awards. For public companies, the amendments in this update are effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. For private companies, the amendments are effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements and will continue to assess its potential effects as the adoption date approaches. 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. F- 9 In November 2024, the FASB issued ASU No. 2024-03, 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. The 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 On October 31, 2025, we had an accumulated deficit of $ 52,050,190 . We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. We will be required to raise additional funds through public or private financing, additional collaborative relationships, or other arrangements until we are able to raise revenues to a point of positive cash flow. We are evaluating various options to further reduce our cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support operations. Based on the above factors, substantial doubt exists about our ability to continue as a going concern for one year from the date of issuance of these financial statements. NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Schedule of property and equipment October 31, 2025 October 31, 2024 Vehicles $ 36,500 $ 60,702 Small equipment 32,943 $ 32,943 Large equipment 1,669,954 1,093,166 Property and Equipment, Gross $ 1,739,397 $ 1,186,811 Less: Accumulated depreciation ( 416,208 ) ( 191,913 ) Property and Equipment, Net $ 1,323,189 $ 994,898 Depreciation 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 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 92562. Suite C is utilized for testing and research equipment. F- 10 On November 14, 2023, the lease for Suite B was extended for 36 months to November 30, 2026. The monthly rental amount for Suite B is $2,501 for the period from December 1, 2023, to November 30, 2024, with an increase to $2,573 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,647 for the period from December 1, 2025, to November 30, 2026. On January 4, 2024, the lease for Suite C was extended for 34 months to November 30, 2026. The monthly rental amount for Suite C is $2,434 for the period from February 1, 2024, to November 30, 2024, with an increase to $2,506 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,555 for the period from December 1, 2025, to November 30, 2026. The Company 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 Remaining lease term as of October 31, 2025: Schedule of remaining lease term Year ended Operating Lease Payment October 31, 2026 and beyond $ 65,986 Total Payments $ 65,986 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. Under 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 The Company is authorized to issue 985,000,000 shares of common stock, par value $ 0.001 . Stock Issued 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. The Company 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. F- 11 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). Whereby the Company privately sold a total of 2,262,852 shares of its common stock, $ 0.001 par value per share, (“common stock”) for a cash purchase price of $ 525,500 . The proceeds from the sale of common stock will be used for operating capital. The shares were issued as ‘restricted securities’ under Rule 144 of the Securities Act. During the 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, as amended). 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. 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 had 100,795,491 and 419,437,865 shares of common stock issued and outstanding, respectively. Stock Receivable As of October 31, 2025, the Company issued 13,750 shares of common stock under Regulation A offering to various shareholders that have not yet paid for shares; therefore, $ 13,750 has been classified as common stock receivable. On March 31, 2022, the Company issued 10,000,000 shares of common stock to Vivaris Capital, LLC, in connection with an Advisory Agreement. However, Vivaris Capital, LLC never paid for the shares, and a dispute arose. The dispute centered around the respective performance under the Advisory Agreement. On May 3, 2024, the Company and Vivaris Capital, LLC executed a Settlement Agreement. As part of this agreement, the Company paid Vivaris Capital, LLC a settlement amount of $ 15,500 , and the 10,000,000 shares issued to Vivaris Capital, LLC were canceled. This settlement nullifies any outstanding receivables related to the stock issuance and fully resolves the dispute between the parties. As per the Settlement Agreement and Mutual Release of All Claims executed on May 3, 2024, the Company and Vivaris Capital, LLC have resolved their dispute. The settlement terms include the cancellation of the 10,000,000 shares issued to Vivaris Capital, LLC. Additionally, the Company agreed to pay Vivaris Capital, LLC a settlement amount of $ 15,500 , which 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 As of October 31, 2025, the Company sold 15,250 shares of common stock under its Regulation A offering to various shareholders that have not yet been issued by the transfer agent; therefore, $ 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 The Company is authorized to issue 15,000,000 shares of preferred stock, par value $ 0.001 . Series A Preferred Stock The Company is authorized to issue 10,000,000 shares of Series A preferred stock, par value $ 0.001 . F- 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 Notes Payable, Related Party On November 19, 2021, the Company issued a note payable in the amount of $ 20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2 % per annum and had a maturity date of December 19, 2022 . The Company agreed to issue 20,000,000 shares of its common stock for settlement of the $ 20,000 note payable dated November 19, 2021 to HNO Green Fuels. The note matured on December 19, 2022 and the $ 20,000 principal was settled on December 26, 2022 with the issuance of these shares. The shares are ‘restricted securities’ under Rule 144 and the issuance of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended. The accrued interest of $ 436 remains due in connection with this note. 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 Issue Date Original Principal Maturity Date Principal Outstanding Accrued Interest 12/1/2021 $ 500,000 12/31/2025 $ 435,000 $ 8,700 5/31/2022 $ 590,000 5/31/2030 $ 590,000 $ 40,379 9/29/2022 $ 50,000 12/31/2025 $ 50,000 $ 1,000 10/20/2022 $ 50,000 12/31/2025 $ 50,000 $ 1,000 3/1/2023 $ 50,000 12/31/2025 $ 50,000 $ 1,000 3/8/2023 $ 50,000 12/31/2025 $ 50,000 $ 1,000 3/23/2023 $ 50,000 12/31/2025 $ 50,000 $ 1,000 4/3/2023 $ 50,000 12/31/2025 $ 50,000 $ 1,000 4/13/2023 $ 20,000 12/31/2025 $ 20,000 $ 400 4/17/2023 $ 30,000 12/31/2025 $ 30,000 $ 739 Total $ 1,375,000 $ 56,218 Extension of Promissory Notes 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. The extended 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 table above. F- 13 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, 2026. These subsequent extensions are disclosed in Note 10 – Subsequent Events. Advances from Related Party During the year ended October 31, 2024, Donald Owens, the Company’s Chairman of the Board of Directors, advanced $ 950,585 to the Company to cover operating expenses, 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 follows: Schedule of provision for income taxes 2025 2024 Net loss before income taxes per financial statements $ ( 6,615,496 ) $ ( 3,338,590 ) Income tax rate 21 % 21 % Income tax recovery ( 1,389,254 ) ( 701,104 ) Valuation allowance change 1,389,254 701,104 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 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 The Company 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. F- 14 Pursuant to 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. Convertible Note Conversion On December 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 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. The extended 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 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 31, 2026. These subsequent extensions are disclosed in Note 8 – Related Party Transactions. F- 15 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.