What changed in this filing

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Item 1. Financial Statements

2026-03-25 compared with 2025-09-22 · 226 added, 475 removed, 298 unchanged (70% of the section changed)

4 unchanged sentences

Accounts receivable

Other receivable

Prepaid payroll

Total Current Assets

1 unchanged sentence

Property and equipment, net

Long term asset, net

Right-of-use asset

3 unchanged sentences

Accounts payable

Accrued payroll

Accrued interest payable

2 unchanged sentences

Convertible note payable, at fair value

Customer deposits

Notes payable, related party

8 unchanged sentences

15,000,000 shares authorized

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

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 July 31, 2025 and October 31, 2024, respectively

5,000,000 and 5,000,000 shares issued and outstanding as of January 31, 2026 and October 31, 2025, respectively

Series B, par value $ 0.001 per share;

500,000 shares authorized;

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

360,000 and 360,000 shares issued and outstanding as of January 31, 2026 and October 31, 2025, respectively

Common stock, par value $ 0.001 per share;

985,000,000 shares authorized;

95,920,491 and 419,437,865 shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively

101,821,989 and 100,795,491 shares issued and outstanding as of January 31, 2026 and October 31, 2025, respectively

Common stock payable

2 unchanged sentences

Accumulated deficit

( 52,232,259 )

( 52,050,190 )

Total Stockholders’ Deficit

( 1,697,073 )

( 1,629,950 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

3 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

(As Restated)

Cost of goods sold

7 unchanged sentences

Interest expense

Loss on fair value of convertible note

Loss on write-off of intangible asset

Gain on fair value of convertible note

Total Other (Expenses)

Loss from Operations

$ ( 182,069 )

$ ( 5,461,393 )

$ ( 182,069 )

$ ( 5,461,393 )

PER SHARE AMOUNTS

4 unchanged sentences

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three months and nine months ended July 31, 2025 and 2024 (As Restated)

Series A Preferred Stock

Series B Preferred Stock

Share Subscription

Additional Paid-in

Total Stockholders'

Balance at October 31, 2023 (Restated)

Regulation A stock issuances

Net loss for the three months ended January 31, 2024

Balance at January 31, 2024 (Restated)

Regulation A stock issuances

Net loss for the three months ended April 30, 2024

Balance at April 30, 2024 (Restated)

Regulation A stock issuances

Regulation D stock issuances

Shares cancelled as per settlement agreement - Vivaris Capital

Net loss for the three months ended July 31, 2024

Balance at July 31, 2024

HNO INTERNATIONAL, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)

For the three months and nine months ended July 31, 2025 and 2024 (As Restated)

For the three months ended January 31, 2025 and 2026

Series A Preferred Stock

3 unchanged sentences

Total Stockholders'

For the three months ended January 31, 2025

Balance at October 31, 2024

$ ( 45,434,694 )

$ ( 1,397,391 )

Regulation D stock issuances

4 unchanged sentences

Net loss for the three months ended January 31, 2025

( 5,461,393 )

Balance at January 31, 2025

Regulation D stock issuances

Net loss for the three months ended April 30, 2025

Balance at April 30, 2025

Regulation D stock issuances

Stock-based compensation

Net loss for the three months ended July 31, 2025

Balance at July 31, 2025

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

$ ( 50,896,087 )

$ ( 1,751,227 )

For the three months ended January 31, 2026

Balance at October 31, 2025

$ ( 52,050,190 )

$ ( 1,629,950 )

Regulation A stock issued for conversion of convertible note

Regulation A stock issued for cash

Regulation D stock issued for cash

Net loss for the three months ended January 31, 2026

Balance at January 31, 2026

$ ( 52,232,259 )

$ ( 1,697,073 )

accompanying notes are an integral part of these condensed unaudited financial statements.

HNO INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

(As Restated)

For the Three Months Ended

Cash Flow from Operating Activities

$ ( 182,069 )

$ ( 5,461,393 )

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

Depreciation and amortization

Legal services provided in exchange for convertible note

Loss on fair value of convertible note

Loss on write-off of intangible asset

Amortization of right-to-use asset

Gain on fair value of convertible note

Stock-based compensation

Changes in operating assets and liabilities:

Decrease in due from related party

Decrease in accounts payable

Decrease in accrued payroll

Decrease in accrued interest payable

(Increase)/Decrease in accounts receivable

(Increase)/Decrease in other receivable

Increase/(Decrease) in accounts payable

(Increase)/Decrease in prepaid payroll

Increase in accrued interest payable

Increase in lease vendor payable

Increase (Decrease) in lease liabilities

Operating lease ROU assets and lease liabilities, net

Decrease payroll taxes

Net Cash Used in Operating Activities

1 unchanged sentence

Proceeds from related party advances

Repayment of related party advances

Proceeds from security deposits

Proceeds from customer deposits

Proceeds from sale of common stock subscription payable

3 unchanged sentences

Purchase of property and equipment

Purchase of long term asset

Net Cash Used in Investing Activities

2 unchanged sentences

Cash at end of period

Supplemental Disclosure of Interest and Income Taxes Paid:

Supplemental Disclosure for Cash Paid:

Lease liability paid during the period

Interest paid during the period

1 unchanged sentence

Supplemental Disclosure for Non-Cash Investing and Financing Activities:

Property and equipment acquired through accounts payable

Common stock cancellation per share exchange agreement

Series B preferred stock issuance per exchange agreement

Record right-to-use asset and lease liability per ASC 842

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

Shares issued for redemption of convertible notes payable

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

1 unchanged sentence

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

JULY 31, 2025

JANUARY 31, 2026

NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING

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(the “Company”)

was incorporated in the State of Nevada on May 2, 2005.

The Company specializes in the design, integration,

and development of green hydrogen-based clean energy technologies.

The Company is committed to providing scalable products that help businesses

and communities decarbonize, reduce emissions, and cut operational costs.

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

With the Company’s management

having over 14 years of experience in the field of green hydrogen production, the Company is committed to providing scalable products

that help businesses and communities decarbonize, reduce emissions, and cut operational costs.

HNO stands for Hydrogen and Oxygen.

The Company is at the forefront

of developing innovative solutions, such as the Compact Hydrogen Refueling System (CHRS) and the Compact Hydrogen Production System (CHPS),

which can be used to produce hydrogen for various applications including fuel cell electric vehicles, hydrogen internal combustion engines,

heating and cooking applications.

A 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 – FINANCIAL STATEMENT RESTATEMENT

In connection with the Company’s re-audit

of its financial statements for the year ended October 31, 2023, the Company’s management, in consultation with its independent

registered public accounting firm, identified corrections to the valuation of service stock issued during the year ended October 31, 2023,

and the termination of the patent agreement entered into on January 24, 2023.

The corrections made that impact the condensed financial

statements for the quarter ended July 31, 2024, are summarized as follows:

Stock Price Valuation Adjustment:

The valuation of the stock price was adjusted

from $ 0.001 to $ 0.23 and there was an increase in stock-based compensation reflecting the revised valuation of stock.

Equity Adjustments:

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

an adjustment in the accumulated deficit to reflect the revised stock valuation and related stock-based compensation.

Termination of Patent Purchase Agreement:

On March 13, 2025, the Company and

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

As part of the termination, the patents

were returned to Mr.

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

The $ 82,500 value previously reported

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

Additionally, the related

amortization expense of $ 3,176 and the issuance of Series A Preferred Stock were removed from the financial statements.

Reclassification of Expenses:

Expenses incurred during the fiscal year ended October 31,

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

This adjustment ensures that financial

obligations are accurately reported in the period in which they were incurred.

The restatement includes the initial recognition of right-of-use assets and corresponding

lease liabilities on the balance sheet to properly reflect lease accounting in accordance with ASC 842.

These adjustments have been reflected in the restated financial

statements for the quarter ended July 31, 2024.

Impact of the Restatement

The impact of the restatement on the financial statements for the

affected period is presented below.

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

appropriate to reflect the impact of the restatement.

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

reported Condensed Unaudited Statement of Operations for the three and nine months ended July 31, 2024, previously filed is as follows:

Schedule of statement of operations

Statement of Operations for the three months ended July 31, 2024

As Previously Reported

Depreciation and amortization

Total Operating Expenses

Loss from Operations

PER SHARE AMOUNTS

Basic and diluted net loss

Weighted average number of common shares outstanding - basic and diluted

Statement of Operations for the nine months ended July 31, 2024

As Previously Reported

Operating expenses

General and administrative expenses

Depreciation and amortization

Total Operating Expenses

Loss from Operations

PER SHARE AMOUNTS

Basic and diluted net loss

Weighted average number of common shares outstanding - basic and diluted

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

reported Condensed Unaudited Statement of Changes in Stockholders’ Deficit for the three and nine months ended July 31, 2024, previously

filed is as follows:

Schedule of statement of changes in stockholders deficit

Changes in Statement of Stockholders' Deficit for the three months ended July 31, 2024

As Previously Reported

Beginning Additional Paid-in Capital - Balance at April 30, 2024

Beginning Accumulated Deficit - Balance at April 30, 2024

Beginning Total Stockholders' Deficit - Balance at April 30, 2024

Series A preferred issued pursuant to patent agreement, shares

Series A preferred issued pursuant to patent agreement, amount

Net loss for the three months ended July 31, 2024

Ending Additional paid in capital - Balance at July 31, 2024

Ending Accumulated Deficit - Balance at July 31, 2024

Ending Total Stockholders' Deficit - Balance at July 31, 2024

Changes in Statement of Stockholders' Deficit for the nine months ended July 31, 2024

As Previously Reported

Beginning Additional Paid-in Capital - Balance at October 31, 2023

Beginning Accumulated Deficit - Balance at October 31, 2023

Beginning Total Stockholders' Deficit - Balance at October 31, 2023

Series A preferred issued pursuant to patent agreement, shares

Series A preferred issued pursuant to patent agreement, amount

Net loss for the nine months ended July 31, 2024

Ending Additional paid in capital - Balance at July 31, 2024

Ending Accumulated Deficit - Balance at July 31, 2024

Ending Total Stockholders' Deficit - Balance at July 31, 2024

The impact of the restatement relevant on the

line items within the previously reported Condensed Unaudited Statement of Cash Flows for the nine months ended July 31, 2024, previously

filed is as follows:

Schedule of statement of cash flows

Statement of Cash Flows for the nine months ended July 31, 2024

As Previously Reported

Cash Flow from Operating Activities

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

Depreciation and amortization

Changes in operating assets and liabilities:

Increase/(Decrease) in accounts payable

Operating lease ROU assets and lease liabilities, net

Net Cash Used in Operating Activities

Cash Flows from Investing Activities

Purchase of property and equipment

Net Cash Used in Investing Activities

Net increase (decrease) in cash

Cash at beginning of period

Cash at end of period

Supplemental Disclosure for Non-Cash Investing and Financing Activities:

Record right-to-use asset and lease liability per ASC 842

Company is at the forefront of developing innovative solutions, such as the Compact Hydrogen Refueling System (“CHRS”) and

the Compact Hydrogen Production System (“CHPS”), which can be used to produce green hydrogen for various applications including

fuel cell electric vehicles, hydrogen internal combustion engines, heating, and cooking.

The CHPS is highly scalable, capable of producing

100-2,000 (or more) kilograms of hydrogen per day for commercial use in various applications.

In addition, the Company develops energy

systems that complement the zero-emissions EV infrastructure, reduce harmful emissions, and cut maintenance costs of commercial diesel

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

and promote lower emissions.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements have

been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

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 and nine months ended July 31, 2025.

Out-of-Period Adjustment

During the nine months ended July

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 (“CHRS”).

The asset was originally recorded at $ 136,725 following

the conversion of a SAFE investment into intellectual property.

Upon further evaluation, management determined that the asset did not

meet the criteria for capitalization.

Management evaluated the error,

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

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

ended July 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

The accompanying condensed unaudited financial statements

have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

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

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with original maturities of three months or less to be cash equivalents.

As of July 31, 2025, and October 31, 2024, the Company did not

hold any investments that qualify as 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

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The total compensation cost related to vested stock-based awards is recognized after adjusting for estimated forfeitures at the time

The expense related to stock-based compensation is included within the same income statement lines as cash compensation

for the consultants and employees who receive the awards, currently included in general and administrative expenses on the statement

of operations as the Company does not allocate compensation costs to 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.

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 July 31, 2025,

the Company paid $ 743 in employer retirement contributions, representing 3 % of semi-monthly payroll for one employee over three pay

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.

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 are computed using the asset and liability

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The Company follows the provisions of

ASC 740, Income Taxes , 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 July 31, 2025 and October 31, 2024, and does not anticipate

any significant changes in unrecognized tax benefits within the next 12 months.

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

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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

During the nine months ended July 31,

2025, the Company recognized $ 43,708 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 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.

Basic and Diluted Net Loss per

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Property and Equipment

Property and equipment are carried at cost and,

less accumulated depreciation.

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

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.

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

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with ASC 842, Leases (“ASC 842”).

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

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

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

the lease term.

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

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

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

and lease liability.

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

over the lease term.

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

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

10 unchanged sentences

The Company’s convertible promissory note issued

on April 7, 2025, is classified as a liability and measured at fair value on a recurring basis in accordance with ASC 480, Distinguishing

Liabilities from Equity , as the instrument requires settlement in a variable number of shares for a fixed monetary amount.

value of the convertible note was determined based on the conversion terms and observable market price of the Company’s common stock.

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.

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).

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:

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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.

Assets and liabilities measured at fair

value on a recurring basis as of July 31, 2025 were as follows:

Schedule of fair value of assets and liabilities

Convertible note payable

Total liabilities

The fair value of the convertible note increased by $ 15

during the three months ended July 31, 2025.

This change was recognized as a loss on fair value of convertible note in the condensed statements

of operations.

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

July 31, 2025, we had an accumulated deficit of $ 51,864,163 .

January 31, 2026, we had an accumulated deficit of $ 52,232,259 .

We have not been able to generate sufficient cash from operating activities

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Schedule of property and

January 31, 2026

Small equipment

3 unchanged sentences

Property and Equipment, Net

expenses for the nine months ended July 31, 2025 and 2024 were $ 171,893 and $ 110,132 respectively.

expense for the three months ended January 31, 2026 and 2025 were $ 65,217 and $ 47,612 , respectively.

NOTE 5 – LEASES

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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

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.

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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.

Company’s principal executive office is located at 41558 Eastman Drive, Suite B, Murrieta, California 92562.

utilized for testing and research equipment .

On November 14, 2023, the lease for Suite

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

As of July 31, 2025, the ROU asset was

$ 79,141 and operating lease liabilities were $ 80,668 .

The operating lease liabilities consist of a current portion of $ 59,966 and a non-current

portion of $ 20,702 .

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 July 31, 2025:

Remaining lease term as of January 31, 2026:

Schedule of remaining lease term

2 unchanged sentences

Total Payments

Lease Not Yet Commenced

In April 2024, the Company

entered into a lease agreement for an industrial facility located in Katy, Texas.

The lease is subject to completion of landlord construction

and build-out prior to commencement.

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

During the quarter ended January 31, 2025,

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

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

classified as $ 51,000 common stock payable.

During the quarter ended April 30, 2024,

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

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

classified as $ 64,250 common stock payable.

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).

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 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.

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

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

4 unchanged sentences

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

During the quarter ended

April 30, 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 4,558,333 shares of its common stock, for a cash

purchase price of $ 527,500 .

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

During the quarter ended

July 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 13,190,000 shares of its common stock, for a cash

purchase price of $ 394,000 .

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

the quarter ended July 31, 2025, the Company's Board of Directors granted approval for the issuance of 2,580,000 shares of our common

stock valued at $ 241,380 , 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 July 31, 2025 and October 31, 2024,

the Company issued 13,750 shares of common stock under Regulation A offering to various shareholders that have not yet paid for shares;

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

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.

Note Conversion

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

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

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

The conversion was effected at a price of $ 0.245625

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

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

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

therefore, $ 13,750 has been classified as common stock receivable.

Stock Payable

As of July 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 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;

$ 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 A Preferred Stock

On January 24,

2023, the Company issued 5,000,000 shares of its Series A Preferred Stock to Donald Owens, the Company’s Chief Executive Officer

(CEO) and Chairman, valued at $ 82,500 for patents.

On March 13, 2025, the Company and Mr.

Owens mutually agreed to terminate the Patent

Purchase Agreement as of January 24, 2023.

As part of the termination, the 5,000,000 shares of Series A Preferred Stock were canceled

(see Note 11).

Series B Preferred Stock

15 unchanged sentences

Notes Payable, Related Party

On December 1, 2021, the Company issued a note

payable in the amount of $ 500,000 to HNO Green Fuels, Inc.

(HNO Green Fuels) of which the CEO of the Company is also the Chief

Executive Officer of HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity date of January

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

On January 17, 2024, the Company entered into an

extension to the promissory note, extending the maturity date to December 31, 2024, and waiving all prior defaults.

On December 19,

2024, the Company executed another extension, further extending the maturity date to December 31,

2025 , and waiving all prior defaults.

At July 31, 2025, there is $ 435,000 of principal and $ 6,507 of accrued interest due on this

On May 31, 2022, the Company issued a

note payable in the amount of $ 590,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and has a maturity date of

May 31, 2030.

At July 31, 2025, there is $ 590,000 of principal and $ 37,404 of accrued interest due on this note.

September 29, 2022, the Company issued a note payable in the amount of $ 50,000 to HNO Green Fuels.

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 %

2 % per annum and had an original maturity date of October 31, 2023 .

On January 17, 2024, the Company entered into an extension to the

promissory note, extending the maturity date to December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed

another extension, further extending the maturity date to December 31, 2025, and waiving all prior defaults.

At July 31, 2025, there is

$ 50,000 of principal and $ 748 of accrued interest due on this note.

On October 20, 2022, the Company issued

a note payable in the amount of $ 50,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity

date of November 20, 2023 .

On January 17, 2024, the Company entered into an extension to the promissory note, extending the maturity date

to December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension, further extending

the maturity date to December 31, 2025, and waiving all prior defaults.

At July 31, 2025, there is $ 50,000 of principal and $ 748 of accrued

interest due on this note.

On March 1, 2023, the Company issued a

note payable in the amount of $ 50,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity

date of March 1, 2024 .

On March 1, 2024, the Company entered into an extension to the promissory note, extending the maturity date to

December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension, further extending the

maturity date to December 31, 2025, and waiving all prior defaults.

At July 31, 2025, there is $ 50,000 of principal and $ 748 of accrued

interest due on this note.

On March 8, 2023, the Company issued a

note payable in the amount of $ 50,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity

date of March 8, 2024 .

On March 1, 2024, the Company entered into an extension to the promissory note, extending the maturity date to

December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension, further extending the

maturity date to December 31, 2025, and waiving all prior defaults.

At July 31, 2025, there is $ 50,000 of principal and $ 748 of accrued

interest due on this note.

On March 23, 2023, the Company issued

a note payable in the amount of $ 50,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity

date of March 23, 2024 .

On March 1, 2024, the Company entered into an extension to the promissory note, extending the maturity date

to December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension, further extending

the maturity date to December 31, 2025, and waiving all prior defaults.

At July 31, 2025, there is $ 50,000 of principal and $ 748 of accrued

interest due on this note.

On April 3, 2023, the Company issued a

note payable in the amount of $ 50,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity

date of April 3, 2024 .

On March 1, 2024, the Company entered into an extension to the promissory note, extending the maturity date to

December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension, further extending the

maturity date to December 31, 2025, and waiving all prior defaults.

At July 31, 2025, there is $ 50,000 of principal and $ 748 of accrued

interest due on this note.

On April 13, 2023, the Company issued

a note payable in the amount of $ 20,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity

date of April 13, 2024 .

On March 1, 2024, the Company entered into an extension to the promissory note, extending the maturity date to

December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension, further extending the

maturity date to December 31, 2025, and waiving all prior defaults.

At July 31, 2025, there is $ 20,000 of principal and $ 299 of accrued

interest due on this note.

On April 17, 2023, the Company issued

a note payable in the amount of $ 30,000 to HNO Green Fuels.

This note bears an interest rate of 2 % per annum and had an original maturity

date of April 17, 2024 .

On March 1, 2024, the Company entered into an extension to the promissory note, extending the maturity date to

December 31, 2024, and waiving all prior defaults.

On December 19, 2024, the Company executed another extension, further extending the

maturity date to December 31, 2025, and waiving all prior defaults.

At July 31, 2025, there is $ 30,000 of principal and $ 588 of accrued

interest due on this note.

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

these current and long-term notes payable had an aggregate outstanding balance of $ 1,375,000 .

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

the Company has recorded $ 49,286 and $ 28,718 , respectively in accrued interest in connection with these notes in the accompanying condensed

unaudited financial statements.

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

Principal Outstanding

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.

notes bear interest at 2 % per annum and have an aggregate outstanding principal balance of $ 785,000 as of January 31, 2026.

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,

the Company’s CEO, advanced $ 950,585 to the Company to cover operating expenses.

During the year ended October 31, 2024,

HNO Green Fuels advanced $ 10,000 to the Company to cover operating expenses.

During the nine months ended July 31,

2025, the Company repaid $ 52,000 to Donald Owens as partial repayment of previously advanced funds.

the nine months ended July 31, 2025, HNO Green Fuels, advanced $ 183,000 to the Company to cover operating expenses.

These advances are non-interest bearing and due on

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

related party advances had an outstanding balance of $ 1,091,585 and $ 960,585 , respectively.

10 – CONVERTIBLE PROMISSORY NOTE

April 7, 2025, the Company entered into a Legal Services Agreement with Newlan Law Firm, PLLC, pursuant to which the Company issued a

$ 45,000 principal amount convertible promissory note in payment of legal services.

This convertible promissory note is convertible any

time beginning 180 days from its issue date, bears interest at 8 % per annum and is due in April 2026.

The conversion price under this

convertible promissory note is equal to 75% of the closing price of the Company’s common stock on the trading day immediately preceding

the date of conversion.

The convertible note is classified as a liability and measured at fair value in accordance with ASC 480, with

changes in fair value recognized in the condensed statements of operations.

the issuance date, April 7, 2025, the Company determined the fair value of the note to be $ 59,985 and recorded the full amount as a liability.

The excess of $ 14,985 over the $ 45,000 principal amount was recognized as a loss on fair value of convertible note in the condensed statements

of operations for the quarter ended April 30, 2025.

31, 2025, the fair value of the note was remeasured using the closing share price on that date.

The resulting increase in fair value of

$ 15 was recognized as a loss on fair value of convertible note in the condensed statements of operations for the three months ended July

As of July 31, 2025, the

Company would have accrued $ 1,134 in interest based on the 8 % per annum rate applied to the $ 45,000 principal balance.

This amount was

not required to be recorded separately due to the fair value measurement of the convertible promissory note.

Following is the maturity schedule for

the Company’s convertible notes payable as of July 31, 2025:

Schedule of maturity convertible notes payable

Fiscal year ended October 31,

NOTE 11 – TERMINATION OF PATENT AGREEMENT

Patent Purchase Agreement

On January 24,

2023, the Company entered into a Patent Purchase Agreement with the Company’s CEO, to acquire several patents related to hydrogen

supplemental systems for on-demand hydrogen generation for internal combustion engines and a method and apparatus for increasing combustion

efficiency and reducing particulate matter emissions in jet engines.

In exchange for these patents, the Company issued 5,000,000 shares

of its Series A Preferred Stock to Mr.

Owens, valued at $ 82,500 .

Termination of Patent Purchase Agreement

On March 13, 2025, the Company

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

As part of the termination, the patents

were returned to Mr.

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

See Note 2 – Correction of Previously

Issued Financial Statements.

A copy of the Termination Agreement was attached to the Company’s Annual Report on Form 10-K as Exhibit

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,

advanced $ 10,000 for the same purpose.

During the year ended October 31, 2025, Mr.

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 September 12, 2025, which represents the date the financial statements were issued, and no events, other than discussed

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.

The Company entered into a Stock Subscription Agreement

with an accredited investors (under Rule 506(b) of Regulation D under the Securities Act of 1933, as amended), whereby the Company privately

sold a total of 1,625,000 shares of its common stock, $ 0.001 par value per share (“common stock”), for a cash purchase price

of $ 50,000 .

The Company issued 1,000,000 shares on August 13, 2025 and 625,000 on September 5, 2025 as "restricted securities"

under Rule 144 of the Securities Act.

The Company intends to use the proceeds for general working capital purposes.

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 ,

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.

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

What changed 10-Q

Item 1. Financial Statements