HNO International, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2026 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ Commission File Number: 000-56568 HNO INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 20-2781289 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 41558 Eastman Drive , Suite B Murrieta , California (Address of principal executive offices) 92562 (Zip Code) ( 951 ) 305-8872 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company ¨ 1 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 23, 2026 the registrant had 101,821,989 outstanding shares of Common Stock. 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This report on Form 10-Q contains "forward-looking statements" that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our Form 10-K filed on February 6, 2026 and other filings we make with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law. The following discussion and analysis of financial condition and results of operations is based upon and should be read in conjunction with our audited financial statements and related notes thereto included elsewhere in this report, and in our Annual Report on Form 10-K filed on February 6, 2026. 3 HNO INTERNATIONAL, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JANUARY 31, 2026 TABLE OF CONTENTS PAGE PART I FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 5 Unaudited Condensed Balance Sheets as of January 31, 2026 and October 31, 2025 6 Unaudited Condensed Statements of Operations for the Three months Ended January 31, 2026 and January 31, 2025 7 Unaudited Condensed Statement of Stockholders’ Deficit for the Three months Ended January 31, 2026 and January 31, 2025 8 Unaudited Condensed Statements of Cash Flows for the Three months Ended January 31, 2026 and January 31, 2025 9 Notes to Unaudited Condensed Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Item 4. Controls and Procedures 20 PART II OTHER INFORMATION Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 5. Other Information 21 Item 6. Exhibits 21 Signatures 22 4 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. HNO INTERNATIONAL, INC. CONDENSED BALANCE SHEETS January 31, October 31, 2026 2025 ASSETS Unaudited Audited Current Assets Cash $ 81,494 $ 9,525 Accounts receivable — 332,669 Other receivable — 1,000 Prepaid payroll 114 18 Total Current Assets 81,608 343,212 Non-Current Assets Property and equipment, net 1,257,972 1,323,189 Right-of-use asset 49,984 64,637 Total Non-Current Assets 1,307,956 1,387,826 TOTAL ASSETS $ 1,389,564 $ 1,731,038 LIABILITIES AND STOCKHOLDERS' DEFICIT LIABILITIES Current Liabilities Accounts payable 378,729 715,236 Accrued interest payable 63,277 56,345 Lease liability 51,246 60,953 Advances, related party 1,218,385 1,088,385 Convertible note payable, at fair value — 59,867 Notes payable, related party 785,000 785,000 Total Current Liabilities 2,496,637 2,765,786 Non-Current Liability Lease liability — 5,202 Long term notes payable, related party 590,000 590,000 Total Non-Current Liability 590,000 595,202 Total Liabilities 3,086,637 3,360,988 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 January 31, 2026 and October 31, 2025, respectively 5,000 5,000 Series B, par value $ 0.001 per share; 500,000 shares authorized; 360,000 and 360,000 shares issued and outstanding as of January 31, 2026 and October 31, 2025, respectively 360 360 Common stock, par value $ 0.001 per share; 985,000,000 shares authorized; 101,821,989 and 100,795,491 shares issued and outstanding as of January 31, 2026 and October 31, 2025, respectively 101,822 100,795 Common stock payable 30,250 25,250 Common stock subscription receivable ( 13,750 ) ( 13,750 ) Additional paid-in capital 50,411,504 50,302,585 Accumulated deficit ( 52,232,259 ) ( 52,050,190 ) Total Stockholders’ Deficit ( 1,697,073 ) ( 1,629,950 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 1,389,564 $ 1,731,038 The accompanying notes are an integral part of these condensed unaudited financial statements. 5 HNO INTERNATIONAL, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended January 31, 2026 2025 Revenue $ — $ — Cost of goods sold — — Gross Profit — — Operating expenses Advertising and marketing 853 5,350 General and administrative expenses 121,489 5,394,662 Depreciation and amortization 65,217 54,449 Total Operating Expenses 187,559 5,454,461 Other Income (Expenses) Interest income 1 — Interest expense ( 6,932 ) ( 6,932 ) Gain on fair value of convertible note 12,421 — Total Other (Expenses) 5,490 ( 6,932 ) Loss from Operations $ ( 182,069 ) $ ( 5,461,393 ) Net Loss $ ( 182,069 ) $ ( 5,461,393 ) PER SHARE AMOUNTS Basic and diluted net loss per share ( 0.00 ) ( 0.02 ) Weighted average number of common shares outstanding - basic and diluted 101,358,805 340,667,128 The accompanying notes are an integral part of these condensed unaudited financial statements. 6 HNO INTERNATIONAL, INC. CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT For the three months ended January 31, 2025 and 2026 (Unaudited) 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 three months ended January 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 — — — — 29,293 29 — — 14,971 — 15,000 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 — — — — 16,125,000 16,125 — — 5,076,432 — 5,092,557 Net loss for the three months ended January 31, 2025 — — — — — — — — — ( 5,461,393 ) ( 5,461,393 ) Balance at January 31, 2025 5,000,000 5,000 360,000 $ 360 75,592,158 $ 75,592 $ 15,250 $ ( 13,750 ) $ 49,062,408 $ ( 50,896,087 ) $ ( 1,751,227 ) For the three months ended January 31, 2026 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 ) Regulation A stock issued for conversion of convertible note — — — — 193,164 193 — — 47,253 — 47,446 Regulation A stock issued for cash — — — — 333,334 334 5,000 — 49,666 — 55,000 Regulation D stock issued for cash — — — — 500,000 500 — — 12,000 — 12,500 Net loss for the three months ended January 31, 2026 — — — — — — — — — ( 182,069 ) ( 182,069 ) Balance at January 31, 2026 5,000,000 5,000 360,000 $ 360 101,821,989 $ 101,822 $ 30,250 $ ( 13,750 ) $ 50,411,504 $ ( 52,232,259 ) $ ( 1,697,073 ) The accompanying notes are an integral part of these condensed unaudited financial statements. 7 HNO INTERNATIONAL, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended January 31, 2026 2025 Cash Flow from Operating Activities Net loss $ ( 182,069 ) $ ( 5,461,393 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 65,217 54,449 Amortization of right-to-use asset — 14,065 Gain on fair value of convertible note ( 12,421 ) — Stock-based compensation — 5,092,557 Changes in operating assets and liabilities: (Increase)/Decrease in accounts receivable 332,669 — (Increase)/Decrease in other receivable 1,000 — Increase/(Decrease) in accounts payable ( 336,507 ) 121,146 (Increase)/Decrease in prepaid payroll ( 96 ) 17,476 Increase in accrued interest payable 6,932 6,931 Increase in lease vendor payable — 288 Increase (Decrease) in lease liabilities — ( 13,931 ) Operating lease ROU assets and lease liabilities, net ( 256 ) — Net Cash Used in Operating Activities ( 125,531 ) ( 168,412 ) Cash Flows from Financing Activities Proceeds from related party advances 130,000 359,000 Proceeds from sale of common stock subscription payable 5,000 — Proceeds from sale of common stock 62,500 15,000 Net Cash Provided by Financing Activities 197,500 374,000 Cash Flows from Investing Activities Purchase of property and equipment — ( 177,943 ) Net Cash Used in Investing Activities — ( 177,943 ) Net increase (decrease) in cash 71,969 27,645 Cash at beginning of period 9,525 20,255 Cash at end of period $ 81,494 $ 47,900 Supplemental Disclosure for Cash Paid: Lease liability paid during the period $ 15,483 $ — Interest paid during the period $ — $ — Income taxes paid during the period $ — $ — Supplemental Disclosure for Non-Cash Investing and Financing Activities: Common stock cancellation per share exchange agreement $ — $ 360,000 Series B preferred stock issuance per exchange agreement $ — $ 360,000 Shares issued for redemption of convertible notes payable $ 47,446 $ — The accompanying notes are an integral part of these condensed unaudited financial statements. 8 HNO INTERNATIONAL, INC. NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS JANUARY 31, 2026 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 condensed unaudited 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 three months ended January 31, 2026. 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 January 31, 2026, and October 31, 2025, 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. The Company maintains its cash balances at financial institutions, which at times may exceed federally insured limits. While the Company monitors the credit quality of its banking institutions, cash balances in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits expose the Company to a certain degree of credit risk in the event of the financial institutions' failure. 9 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 awards, issued in exchange for services, including those issued to employees and predominantly to consultants, be measured at the grant-date fair value. The Company does not adhere to a formal stock-based compensation plan; rather, it issues stock awards on a discretionary basis as part of compensation agreements with selected employees and consultants. Compensation for stock-based awards is recognized as a non-cash expense on the statement of operations. 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. The expense associated with these awards is recorded based on the fair value on the date of grant, as determined using a pricing model commensurate with the terms of the award. This cost is recognized over the period during which the award recipient is required to perform services, typically known as the vesting period. The total compensation cost related to vested stock-based awards is recognized after adjusting for estimated forfeitures at the time of vesting. The expense related to stock-based compensation is included within the same statement of operations lines as cash compensation for the consultants and employees who receive the awards, currently included in general and administrative expenses on the statement of operations as the Company does not allocate compensation costs to Costs of Goods Sold. As of the report date, the Company has not established any plans to issue dividends on stock-based awards. Any tax benefits arising from deductions for these awards are recorded in additional paid-in capital, provided they exceed the cumulative compensation cost recognized. Employee Benefits During the three months ended January 31, 2026, the Company paid $ 743 in employer retirement contributions, representing 3 % of semi-monthly payroll for one employee over three pay periods. These contributions are made in accordance with the terms of the Company’s state-mandated retirement plan for eligible employees and are recorded as employee benefits expense in the period incurred. 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. The Company follows the provisions of ASC 740, Income Taxes (“ASC 740”), related to accounting for uncertainty in income taxes. ASC 740 prescribes a recognition threshold and measurement process for uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes the financial statement effects of a tax position when it is more likely than not that, based on technical merits, the position will be sustained upon examination by the relevant taxing authorities. The Company had no unrecognized tax benefits as of January 31, 2026 and October 31, 2025, and does not anticipate any significant changes in unrecognized tax benefits within the next 12 months. 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. 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 as common stock equivalents. As the Company is currently presenting net losses the weighted-average number of common shares outstanding excludes potential common stock equivalents because their inclusion would be anti-dilutive. 10 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 the statement of operations 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 consists of specialized hydrogen equipment, related processing systems, and vehicles. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Small equipment is depreciated over 3 years, vehicles are depreciated over 4 years, and large equipment is depreciated over 7 years. 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. Fair value of financial instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. The Company’s convertible promissory note issued on April 7, 2025, was classified as a liability and measured at fair value on a recurring basis in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), as the instrument requires settlement in a variable number of shares for a fixed monetary amount. The fair value of the convertible note was determined based on the conversion terms and observable market price of the Company’s common stock. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurement (“ASC 820”), establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: 11 · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. During the three months ended January 31, 2026, the convertible promissory note was fully converted into shares of the Company’s common stock in accordance with its terms, and the liability was derecognized. As a result, the Company had no liabilities measured at fair value on a recurring basis outstanding as of January 31, 2026. The fair value of the convertible note decreased by $ 12,421 during the three months ended January 31, 2026, and this change was recognized as a gain on fair value of convertible note in the condensed statements of operations. NOTE 3 – GOING CONCERN On January 31, 2026, we had an accumulated deficit of $ 52,232,259 . 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 within one year after the date that the financial statements are issued. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Schedule of property and equipment January 31, 2026 October 31, 2025 Vehicles $ 36,500 $ 36,500 Small equipment 32,943 $ 32,943 Large equipment 1,669,954 1,669,954 Property and Equipment, Gross $ 1,739,397 $ 1,739,397 Less: Accumulated depreciation ( 481,425 ) ( 416,208 ) Property and Equipment, Net $ 1,257,972 $ 1,323,189 Depreciation expense for the three months ended January 31, 2026 and 2025 were $ 65,217 and $ 47,612 , 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 a lease 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 . 12 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 was $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 determined the above office space leases and related extensions are classified as operating leases under 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 January 31, 2026, the ROU asset was $ 49,984 and operating lease liabilities were $ 51,246 . The operating lease liabilities consist of a current portion of $ 51,246 and a non-current portion of $ 0 . The weighted average remaining lease term was 0.83 years and the weighted average discount rate was 4.14 %. Remaining lease term as of January 31, 2026: Schedule of remaining lease term Year Operating Lease Payment 2026 and above 50,758 Total Payments $ 50,758 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 January 31, 2026, 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 January 31, 2026. NOTE 6 – COMMON STOCK Stock Issued During the quarter ended January 31, 2025, 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 (the “Securities Act”)) whereby the Company privately sold a total of 29,293 shares of its common stock for an aggregate cash purchase price of $ 15,000 . The proceeds from the sale of common stock will be used for operating capital. The shares were issued as ‘restricted securities’ under Rule 144 of the Securities Act. During the quarter ended January 31, 2025, the Company's Board of Directors granted approval for the issuance of 16,125,000 shares of our common stock valued at $ 5,092,557 , 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. 13 During the quarter ended January 31, 2026, 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 for an aggregate cash purchase price of $ 12,500 . 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. 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 agreement 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. Stock Receivable As of January 31, 2026 and 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. Stock Payable As of January 31, 2026, the Company sold 48,584 shares of common stock under its Regulation A offering to various shareholders that have not yet been issued by the transfer agent; therefore, $ 20,250 has been classified as common stock payable. As of January 31, 2026, the Company sold 250,000 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. As of January 31, 2026 and October 31, 2025, the Company had 101,821,989 and 100,795,491 shares of common stock issued and outstanding, respectively. NOTE 7 – PREFERRED STOCK Series B Preferred Stock 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. 14 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. As of January 31, 2026, 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 January 31, 2026. Schedule of multiple outstanding promissory notes payable Issue Date Original Principal Maturity Date Principal Outstanding Accrued Interest 12/1/2021 $ 500,000 12/31/2026 $ 435,000 $ 10,893 5/31/2022 $ 590,000 5/31/2030 $ 590,000 $ 43,353 9/29/2022 $ 50,000 12/31/2026 $ 50,000 $ 1,252 10/20/2022 $ 50,000 12/31/2026 $ 50,000 $ 1,252 3/1/2023 $ 50,000 12/31/2026 $ 50,000 $ 1,252 3/8/2023 $ 50,000 12/31/2026 $ 50,000 $ 1,252 3/23/2023 $ 50,000 12/31/2026 $ 50,000 $ 1,252 4/3/2023 $ 50,000 12/31/2026 $ 50,000 $ 1,252 4/13/2023 $ 20,000 12/31/2026 $ 20,000 $ 501 4/17/2023 $ 30,000 12/31/2026 $ 30,000 $ 890 Total $ 1,375,000 $ 63,149 Extension of Promissory Notes: On December 29, 2025, the Company entered into nine separate Extension to Promissory Note agreements (the "December 2025 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, 2025 to December 31, 2026. The extended notes bear interest at 2 % per annum and have an aggregate outstanding principal balance of $ 785,000 as of January 31, 2026. The original issuance dates, principal amounts, and current balances of these notes are detailed in the table above. 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. During the three months ended January 31, 2026, HNO Green Fuels, Inc. advanced an additional $ 130,000 to the Company to cover operating expenses. These advances are unsecured, non-interest bearing and due on demand. As of January 31, 2026, and October 31, 2025, related party advances had outstanding balances of $ 1,218,385 and $ 1,088,385 , respectively. NOTE 9 – SUBSEQUENT EVENTS Subsequent events have been evaluated through March 23, 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. On March 12, 2026, the Company entered into a Securities Purchase Agreement with an investor and issued a convertible redeemable promissory note in the principal amount of $ 150,000 . The note was issued at an original issue discount of $ 12,000 , resulting in gross proceeds of $ 138,000 , before fees. The note bears interest at 8 % per annum and matures on March 12, 2027 . The note is convertible, at the option of the holder beginning six months from issuance, into shares of the Company’s common stock at a variable conversion price based on a discount to the market price of the Company’s common stock, subject to certain adjustments and limitations. 15 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview HNO International, Inc., a Nevada corporation (herein referred to as “we,” “us,” “our,” “HNO” and the “ Company ”), focuses on systems engineering design, integration, and product development to generate green hydrogen-based clean energy solutions to help businesses and communities decarbonize in the near term. HNO stands for “Hydrogen” and “Oxygen” and our experienced management team has over 14 years of expertise in the green hydrogen production industry. HNO provides green hydrogen systems engineering design, integration, and products to multiple markets, which include: (i) the zero-emission vehicle and mobile equipment market consisting of hydrogen fuel cell electric passenger vehicles, material handling equipment such as forklifts and airport ground support equipment, as well as the medium and heavy-duty truck market; (ii) the current and emerging hydrogen gas markets encompassing ammonia, fertilizer, steel, mining, electronics, semiconductors, and fuel cell electric vehicles; (iii) and the gasoline and diesel engine emissions and maintenance reduction product and services market. HNO is at the forefront of developing innovative integrated products that cater to various uses of green hydrogen, both current and future. These include: · Hydrogen refueling and generation systems for Fuel Cell Electric vehicles, such as forklifts, drones, cars, and trucks, as well as for zero-emission heating and cooking applications. · Small to mid-scale green hydrogen production facilities with a capacity of 100kg/day to 5,000kg/day. These facilities can help decarbonize industrial processes and increase the use of hydrogen and hydrogen-based fuels for transportation and material handling. · Hydrogen technologies that decrease emissions and maintenance for existing gasoline and diesel internal combustion engines. This can aid companies in decarbonizing their operations in the short term. Results of Operations For the three months ended January 31, 2026 and 2025 Revenue For the three months ended January 31, 2026 and January 31, 2025, we generated no revenue. Operating Expenses General and Administrative, and Contract Labor expenses were $121,489 for the three months ended January 31, 2026, compared to $5,394,662 during the same period in 2025, a decrease of $5,273,173. The 2025 period included $5,092,557 of stock-based compensation expense. No stock-based compensation was recorded during the same period in 2026. Excluding stock-based compensation, general and administrative expenses decreased by $180,616, primarily due to reduced professional fees, lower consultant costs, and a general reduction in administrative overhead. Depreciation and amortization expense increased by $10,768 to $65,217 for the three months ended January 31, 2026, compared to $54,449 for the same period in 2025, reflecting depreciation on additions to property and equipment. Advertising and marketing expenses were $853 for the three months ended January 31, 2026, compared to $5,350 for the same period in 2025. The decrease was due to reduced outreach activities compared to the prior year, which had higher spending to support the Company’s hydrogen engineering and combustion solutions. Net Loss Net loss for the three months ended January 31, 2026, was $182,069 compared to a net loss of $5,461,393 during the same period in 2025. 16 Forward-Looking Considerations The Company recognizes the possibility of future increases in labor or material costs. Factors such as evolving market conditions, potential inflation, and global economic dynamics are considered. We are actively monitoring these aspects to anticipate and navigate any forthcoming rises in labor or material expenses. Cost-to-Revenue - The Company is assessing alterations in the relationship between cost of sales and revenue. We are examining the factors influencing these changes, including shifts in prices and fluctuations in the volume of services sold. Understanding the impact of these elements is crucial for maintaining a balanced and effective cost-to-revenue structure. Liquidity and Capital Resources We incurred a net loss for the three months ended January 31, 2026 of $182,069 and had an accumulated deficit of $52,232,259 at January 31, 2026. At January 31, 2026, we had a cash balance of $81,494, compared to a cash balance of $9,525 at October 31, 2025. At January 31, 2026, the working capital deficit was $2,415,029, compared to a working capital deficit of $2,422,574 at October 31, 2025. Our existing and available capital resources are not expected to be sufficient to satisfy our funding requirements through one year from the date of this filing in the absence of share issuances or other sources of financing. We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. We have raised capital through sales of common stock and debt securities. The effect of existing or probable government regulations on our business is not known at this time. Due to the nature of our business, it is anticipated that there may be increasing government regulation that may cause us to have to take serious corrective actions or make changes to the business plan. There are no external sources of liquidity available to the Company at this time. The Company will need to raise additional capital through equity financings or other means in order to continue operations and meet its obligations. Failure to obtain additional funding could have a material adverse effect on our financial condition and the results of operations. Cash Flow For the Three months Ended January 31, 2026 and 2025 The following table summarizes our cash flows for the periods indicated below: For the Three months Ended January 31, 2026 For the Three months Ended January 31, 2025 Cash Used in Operating Activities $ (125,531 ) $ (168,412 ) Cash Provided by Financing Activities 197,500 374,000 Cash used in investing activities $ — $ (177,943 ) Cash Used in Operating Activities During the three months ended January 31, 2026, cash used in operating activities amounted to $(125,531), primarily reflecting our net loss of $(182,069). This was offset by depreciation and amortization of $65,217. Additionally, there was a decrease in accounts receivable of $332,669, a decrease in other receivable of $1,000, a decrease in accounts payable of $336,507, a decrease in accrued payroll of $96, and an increase in accrued interest payable of $6,932. During the three months ended January 31, 2025, cash used in operating activities amounted to $(168,412), primarily reflecting our net loss of $(5,461,393). This impact was largely offset by non-cash items, primarily $5,092,557 stock-based compensation, along with depreciation and amortization of $54,449. Additionally, there was an increase in accounts payable of $121,146, an increase in accrued payroll of $17,476, and an increase in accrued interest payable of $6,931. Cash Used in Financing Activities During the three months ended January 31, 2026, cash provided by financing activities was $197,500, which consisted of proceeds from related party advances of $130,000 and proceeds from the sale of common stock of $67,500. 17 During the three months ended January 31, 2025, cash provided by financing activities was $374,000, which consisted of proceeds from related party advances of $359,000 and proceeds from the sale of common stock of $15,000. Cash Provided by Investing Activities During the three months ended January 31, 2026, there was no cash used in investing activities. During the three months ended January 31, 2025, cash used in investing activities was $(177,943), which consisted of the purchase of property and equipment and long-term assets. Going Concern The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the three months ended January 31, 2026, the Company incurred a net loss of $182,069 and used cash in operating activities of $125,531, and on January 31, 2026, had stockholders’ deficit of $1,697,073. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and the classification of liabilities that might result from this uncertainty. Management is actively seeking additional sources of capital through the sale of equity, advances from related parties, and exploring strategic partnerships. The Company is also focused on attracting suitable investors to support its business plan without relying heavily on existing cash reserves. Additionally, management is implementing cost-saving measures and exploring opportunities to diversify through acquisitions or entering into new markets. However, there can be no assurance that these efforts will result in sufficient funding, and the Company may continue to face substantial uncertainty regarding its ability to achieve profitable operations and sustain its business. Off-Balance Sheet Arrangements There are no off-balance sheet arrangements with any party. Critical Accounting Policies Our discussion and analysis of results of operations and financial condition are based upon our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Stock Based-Compensation The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 requires that the cost of equity instrument awards, issued in exchange for services, including those issued to employees and predominantly to consultants, be measured at the grant-date fair value. The Company does not adhere to a formal stock-based compensation plan; rather, it issues stock awards on a discretionary basis as part of compensation agreements with selected consultants and employees. Compensation for stock-based awards is recognized as a non-cash expense on the income statement. The 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. The 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. 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. 18 Employee Benefits During the quarter ended January 31, 2026, the Company paid $743 in employer retirement contributions, representing 3% of semi-monthly payroll for one employee over three pay periods. These contributions are made in accordance with the terms of the Company’s state-mandated retirement plan for eligible employees and are recorded as employee benefits expense in the period incurred. Fair Value Measurement of Convertible Instruments The Company evaluates convertible financial instruments in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), to determine whether an instrument should be classified as a liability or as equity. Instruments that are required to be settled in a variable number of shares for a fixed monetary amount are classified as liabilities and measured at fair value on a recurring basis, with changes in fair value recognized in earnings. 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. Proposed Transactions The Company is not anticipating any transactions. Changes in Accounting Policies Including Initial Adoption There were no recent accounting pronouncements that have or will have a material effect on the Company’s financial position or results of operations. Financial Instruments The main risks associated with the Company’s financial instruments include credit risk, market risk, and liquidity risk. The Company does not have significant exposure to foreign exchange risk, as all of it operations and transactions are denominated in U.S dollars. Outstanding Share Data As of January 31, 2026, the following securities were outstanding: Common Stock: 101,821,989 shares Series A Preferred Stock: 5,000,000 shares Series B Preferred Stock: 360,000 shares 19 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in 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 United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending October 31, 2026, subject to obtaining additional financing: (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 above 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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There were no changes in our internal control over financial reporting during the quarter ended January 31, 2026, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting. 20 PART II - OTHER INFORMATION ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. The following table includes all unregistered sales of securities made by the Company during the quarter ended January 31, 2026: Date Name Consideration Securities Exemption from Registration 11/13/2025 Raymond Renfrow Cash 500,000 Rule 506 (b) of Regulation D 12/13/2025 Kevin Bens Cash 33,334 Regulation A 1/23/2026 Tri-Bridge Ventures, LLC Cash 333,334 Regulation A No commissions were paid in connection with the sales of securities above. Proceeds from the sale of common stock were applied toward operating capital to support the Company's operations. ITEM 5. 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 January 31, 2026. ITEM 6. EXHIBITS Incorporated by reference Exhibit Exhibit Description Filed herewith Form Period ending Exhibit Filing date 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 * Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 * Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Definition X 104 Cover page formatted as Inline XBRL and contained in Exhibit 101 * Furnished, not filed. 21 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HNO INTERNATIONAL INC. March 24, 2026 By: /s/ Donald Owens Donald Owens, Chief Executive Officer (Principal Executive Officer) March 24, 2026 By: /s/ Hossein Haririnia Hossein Haririnia, Treasurer (Principal Financial and Accounting Officer) ****** 22