What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-07 compared with 2026-03-25 · 794 added, 235 removed, 289 unchanged (78% of the section changed)

5 unchanged sentences

Other receivable

Prepaid payroll

Total Current Assets

6 unchanged sentences

Accounts payable

Accrued payroll

Accrued interest payable

3 unchanged sentences

Notes payable, related party

Derivative liability

Total Current Liabilities

9 unchanged sentences

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

5,000,000 and 5,000,000 shares issued and outstanding as of April 30, 2026 and October 31, 2025, respectively

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

360,000 and 360,000 shares issued and outstanding as of April 30, 2026 and October 31, 2025, respectively

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

101,821,989 and 100,795,491 shares issued and outstanding as of April 30, 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 Six Months Ended

Cost of goods sold

2 unchanged sentences

General and administrative expenses

Depreciation and amortization

Share commitment expenses

Total Operating Expenses

Net loss from Operations

Other Income (Expenses)

1 unchanged sentence

Interest expense

Gain on fair value of convertible note

Gain/(Loss) on fair value of convertible note

Gain/(Loss) on derivative

Loss on write-off of intangible asset

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 ended January 31, 2025 and 2026

For the three and six months ended April 30, 2025 and 2026

Series A Preferred Stock

3 unchanged sentences

Total Stockholders'

For the three months ended January 31, 2025

For the three and six months ended April 30, 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

$ ( 50,896,087 )

$ ( 1,751,227 )

For the three months ended January 31, 2026

Regulation D stock issuances

Net loss for the three months ended April 30, 2025

Balance at April 30, 2025

HNO INTERNATIONAL, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)

For the three and six months ended April 30, 2025 and 2026

Series A Preferred Stock

Series B Preferred Stock

Share Subscription

Additional Paid-in

Total Stockholders'

For the three and six months ended April 30, 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

Regulation A stock issuances

Regulation D stock issuances

Shares issued upon conversion of convertible note

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.

Commitment shares

Debt discount - Warrant

Net loss for the three months ended April 30, 2026

Balance at April 30, 2026

The accompanying notes are an integral part of these

condensed unaudited financial statements.

HNO INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six 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

Amortization of right-to-use asset

Gain on fair value of convertible note

Stock-based compensation

Non cash interest expenses

Legal services provided in exchange for convertible note

Loss on write-off of intangible asset

(Gain)/Loss on fair value of convertible note

(Gain)/Loss on derivative liability

Share based compensation

Changes in operating assets and liabilities:

(Increase)/Decrease in accounts receivable

(Increase)/Decrease in other receivable

Increase/(Decrease) in accounts payable

(Increase)/Decrease in prepaid payroll

Decrease in other receivable

(Decrease) in accounts payable

Increase/(Decrease) in accrued payroll

Increase in accrued interest payable

Increase in lease vendor payable

Increase (Decrease) in lease liabilities

Operating lease ROU assets and lease liabilities, net

2 unchanged sentences

Proceeds from related party advances

Repayment of related party advances

Proceeds from sale of common stock subscription payable

Proceeds from sale of common stock

Proceeds from issuance of convertible notes payable

Repayment of convertible notes payable

Net Cash Provided by Financing Activities

7 unchanged sentences

Lease liability paid during the period

Interest paid during the period

Income taxes paid during the period

Interest paid during the period

Supplemental Disclosure for Non-Cash Investing and Financing Activities:

Property and equipment acquired through accounts payable

Common stock cancellation per share exchange agreement

1 unchanged sentence

Shares issued for redemption of convertible notes payable

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

Derivative liability balance

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

1 unchanged sentence

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

JANUARY 31, 2026

APRIL 30, 2026

NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING

17 unchanged sentences

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.

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.

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”)

applicable to interim financial information.

Accordingly, they do not include all of the information and footnotes required by U.S.

for complete annual financial statements and should be read in conjunction with the Company's audited financial statements and notes

thereto included in its Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

In the opinion of management, the accompanying

condensed unaudited financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary to

present fairly the Company's financial position as of April 30, 2026 and October 31, 2025, and the results of its operations for the

three and six months ended April 30, 2026 and 2025, and its cash flows for the six months ended April 30, 2026 and 2025.

of operations for the interim periods are not necessarily indicative of the results that may be expected for the full fiscal year ending

October 31, 2026.

Use of Estimates

8 unchanged sentences

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.

As of April 30, 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

6 unchanged sentences

Stock-Based Compensation

The Company accounts for stock-based

compensation in accordance with Accounting Standards Codification (“ASC”) 718 Compensation - Stock Compensation

ASC 718 requires that the cost of equity 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

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.

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

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.

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;

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

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.

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

1 unchanged sentence

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.

During the three months ended April 30, 2026, the

Company paid $ 1,485 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.

Income taxes are computed using the asset and liability

2 unchanged sentences

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.

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 April 30, 2026 and October 31, 2025, and does not

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

Revenue Recognition

11 unchanged sentences

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

Basic and Diluted Net Loss per

During the three months ended April 30, 2026 and April

30, 2025, the Company recognized $ 33,821 and $ 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

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 Common Share

Basic loss per common share is computed by

14 unchanged sentences

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

The Company’s property and equipment consist

of specialized hydrogen equipment, related processing systems, and vehicles.

20 unchanged sentences

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

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

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.

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.

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.

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:

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;

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.

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 that prioritizes

the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3):

· Level 1 — observable inputs such as quoted prices for identical instruments in active markets;

· Level 2 — inputs other than quoted prices that are 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

· Level 3 — unobservable inputs for which little or no market data exists, requiring the Company

to develop its own assumptions, including valuations derived from techniques in which one or more significant inputs or value drivers

are unobservable.

Recurring fair value measurements.

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 under ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), because it required settlement in a variable

number of shares for a fixed monetary amount.

The Company determined its fair value, a Level 2 measurement, from the conversion terms

and the observable market price of the Company's common stock.

The note had a fair value of $ 59,867 at October 31, 2025 and was fully

converted into common stock during the three months ended January 31, 2026, at which point the liability was derecognized;

the resulting

$ 12,421 decrease in fair value was recognized as a gain on fair value of convertible note in the condensed statements of operations.

In connection with convertible

notes issued in April 2026, the Company recognized a derivative liability of $ 192,500 as of April 30, 2026, measured at fair value on

a recurring basis using the intrinsic-value method described in Note 9.

Because the measurement relies on a Company-specific valuation

model with significant unobservable inputs, the derivative liability is classified as a Level 3 measurement.

Other financial instruments.

The carrying amounts of the Company's remaining financial instruments cash, accounts payable, accrued interest payable, advances from

related parties, and notes payable to related parties approximate fair value as of April 30, 2026 and October 31, 2025, due to the short

maturity of those instruments or interest rates that fluctuate with market rates, consistent with the disclosure requirements of ASC 825,

Financial Instruments.

Convertible Debt Issued with Detachable Warrants

When the Company issues convertible

debt with detachable common stock purchase warrants, the Company allocates the proceeds between the debt instrument and the warrants based

on their relative fair values at the issuance date in accordance with ASC 470-20, Debt with Conversion and Other Options.

The fair value

allocated to the warrants is credited to additional paid-in capital and recorded as a debt discount on the face of the note.

discount, together with any original issue discount, is amortized to interest expense over the term of the debt using the straight-line

method, which approximates the effective interest method given the terms of the instruments.

If a note is converted or repaid prior to

maturity, a proportionate share of the unamortized discount is immediately recognized as interest expense.

Embedded Conversion Features

The Company evaluates embedded

conversion features within convertible debt instruments under ASC 815, Derivatives and Hedging, to determine whether the embedded conversion

feature should be bifurcated from the host instrument and accounted for as a derivative liability at fair value, with changes in fair

value reported in earnings each reporting period.

Bifurcation is required when:

(i) the economic characteristics and risks of the embedded

feature are not clearly and closely related to those of the debt host;

(ii) the hybrid instrument is not remeasured at fair value with

changes in earnings;

and (iii) a separate instrument with the same terms as the embedded feature would be a derivative under ASC 815.

An embedded conversion feature

that meets the bifurcation criteria under ASC 815 may nonetheless qualify for the equity scope exception under ASC 815-40-15 if it would

be classified as equity if it were a freestanding instrument (i.e., the fixed-for-fixed test).

A conversion feature that provides for

settlement in a variable number of shares such as a conversion price equal to a percentage of the market price generally fails the fixed-for-fixed

test and does not qualify for the equity scope exception.

If the equity scope exception is not available, the conversion feature is bifurcated

and recorded as a derivative liability.

If the conversion feature does

not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 for the presence of a beneficial conversion

Derivative Financial Instruments

The Company evaluates all of

its financial instruments, including convertible notes and stock purchase warrants, to determine if such instruments are derivatives or

contain features that qualify as embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the

derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in fair value

reported as charges or credits to income.

For warrants classified as equity

instruments, the Company uses the Black-Scholes option pricing model to determine the grant-date fair value for purposes of the ASC 470-20

relative fair value allocation.

The classification of financial instruments, including whether such instruments should be recorded as

liabilities or as equity, is re-assessed at the end of each reporting period.

Debt Discount and Debt Issue Costs

The Company records debt discounts

and debt issue costs in connection with the issuance of debt instruments.

Debt discounts arise from the issuance of warrants with notes

(ASC 470-20 allocation), original issue discounts, and bifurcated derivative liabilities (if applicable).

Debt issue costs include direct

costs incurred in connection with the issuance of debt, such as legal fees and placement agent fees that are not withheld from proceeds.

These amounts are presented as a reduction of the carrying value of the related debt on the balance sheet and are amortized to interest

expense over the term of the debt using the straight-line method.

If a note is extinguished prior to maturity, any unamortized debt discount

and debt issue costs are immediately recognized as a component of the gain or loss on extinguishment in accordance with ASC 470-50.

Original Issue Discount

For certain convertible debt

issued, the Company provides the debt holder with an original issue discount (“OID”), which represents the difference between

the face value of the note and the proceeds received.

The OID is recorded as a debt discount, reducing the carrying value of the note

on the balance sheet, and is amortized to interest expense over the term of the note using the straight-line method.

Any unamortized OID

is presented net of the related debt on the balance sheet.

If a note is converted or repaid prior to maturity, the remaining unamortized

OID is immediately expensed as interest expense or recognized as a component of the gain or loss on extinguishment, as applicable.

Common Stock Payable

Common stock payable represents

the fair value of shares of the Company’s common stock that have been earned or sold but not yet physically issued by the transfer

agent as of the balance sheet date.

Common stock payable is classified as a component of stockholders’ equity (deficit).

Upon physical

issuance of the shares, the common stock payable balance is reclassified to common stock (at par value) and additional paid-in capital.

NOTE 3 – GOING CONCERN

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

On April 30, 2026, we had an accumulated deficit of

$ 52,633,084 .

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.

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

3 unchanged sentences

be necessary should the Company be unable to continue as a going concern.

4 – PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY

AND EQUIPMENT

equipment consisted of the following:

Schedule of property and

January 31, 2026

Small equipment

3 unchanged sentences

Property and Equipment, Net

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

expense for the six months ended April 30, 2026 and 2025 were $ 128,653 and $ 111,988 , respectively.

NOTE 5 – LEASES

2 unchanged sentences

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.

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.

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

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’s

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

Suite C is utilized for testing and

research equipment.

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

2 unchanged sentences

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 .

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 April 30, 2026, the ROU asset was $ 35,161

and operating lease liabilities were $ 36,045 .

The operating lease liabilities consist of a current portion of $ 36,045 and a non-current

portion of $ 0 .

The weighted average remaining lease term was 0.58 years and the weighted average discount rate was 4.14 %.

Remaining lease term as of January 31, 2026:

Remaining lease term as of April 30, 2026:

Schedule of remaining lease term

Operating Lease Payment

2026 and above

Remainder of fiscal 2026

Total Payments

6 unchanged sentences

for the Company’s use.

As of January 31, 2026, the

As of April 30, 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.

Accordingly, no right-of-use asset or lease liability has been recorded on the Company’s balance sheet as of April 30, 2026.

NOTE 6 – COMMON STOCK

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 .

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.

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.

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

1 unchanged sentence

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.

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

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

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

As of April 30, 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;

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

Stock Payable

As of January 31, 2026, the Company sold 48,584 shares

As of April 30, 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

As of April 30, 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;

1 unchanged sentence

has been classified as common stock payable.

As of January 31, 2026 and October 31, 2025, the Company

As of April 30, 2026, the Company had agreed to issue

500,000 shares of common stock to Lambda Ventures LLC as initial commitment shares in connection with the Equity Purchase Agreement dated

April 27, 2026.

As these shares had not yet been issued by the transfer agent as of April 30, 2026, the fair value of $ 55,000 ( 500,000

shares at $ 0.11 per share, the closing price on April 27, 2026) has been classified as common stock payable.

As of April 30, 2026 and October 31, 2025, the Company

had 101,821,989 and 100,795,491 shares of common stock issued and outstanding, respectively.

Equity Purchase Agreement

– Lambda Ventures LLC

On April 27, 2026, the Company

entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Lambda Ventures LLC, a Nevada limited liability

company (the “Investor”), pursuant to which the Company has the right, but not the obligation, to direct the Investor to purchase

up to $ 30,000,000 of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), over a period of up

to twenty-four (24) months, subject to the terms and conditions set forth in the Purchase Agreement.

Under the Purchase Agreement, from

time to time during the commitment period, the Company may deliver put notices to the Investor requiring the Investor to purchase shares

of Common Stock, subject to certain conditions.

Each put must be in a minimum amount of $ 25,000 and a maximum amount up to the lesser

of (i) $ 500,000 or (ii) 200% of the Average Daily Trading Value, each calculated using the Initial Purchase Price.

The purchase price

per share will be the lesser of (i) 80% of the lowest traded price of the Common Stock on the principal trading market on the trading

day immediately preceding the respective put date, or (ii) 80% of the lowest traded price of the Common Stock on the principal trading

market on any trading day during the applicable valuation period.

As consideration for the

Investor’s commitment to enter into the Purchase Agreement, the Company agreed to issue to the Investor 500,000 shares of Common

Stock as initial commitment shares (the “Initial Commitment Shares”), which are earned in full upon execution of the Purchase

In addition, each time aggregate gross proceeds received by the Company under the Purchase Agreement increase by $ 2,500,000

(each, a “Trigger Event”), the Company will issue additional shares of Common Stock to the Investor as a commitment fee (the

“Fulfillment Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”).

the Maximum Commitment Amount is fully drawn, a total of twelve (12) Trigger Events will have occurred.

The Company also agreed to pay

$ 10,000 to the Investor’s legal counsel for expenses relating to the preparation of the Purchase Agreement.

In connection with the

Purchase Agreement, on April 27, 2026, the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”)

with the Investor, pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission within

thirty (30) calendar days from the date of the Registration Rights Agreement, covering the resale of the shares of Common Stock issuable

under the Purchase Agreement, including the Initial Commitment Shares and Fulfillment Commitment Shares.

The Company is required to have

the registration statement declared effective within ninety (90) calendar days from the date of the Registration Rights Agreement.

Initial Commitment Shares had not been physically issued as of April 30, 2026;

accordingly, the Company recorded the fair value of these

shares as common stock payable in the accompanying balance sheet.

The fair value was determined using the closing price of the Company’s

common stock on April 27, 2026 of $ 0.11 per share, resulting in a total of $ 55,000 recorded as common stock payable and a corresponding

charge to financing expense.

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.

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.

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.

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.

Series A Preferred Stock

The Company has authorized 10,000,000 shares of Series

A Preferred Stock, par value $ 0.001 per share, of which 5,000,000 shares were issued and outstanding as of each of April 30, 2026 and

October 31, 2025.

Each outstanding share of Series A Preferred Stock entitles the holder to 55 votes on all matters submitted to a vote

of the Company's shareholders.

The holders of Series A Preferred Stock are not entitled to receive dividends and have no rights to any

distribution upon the liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary.

The Series A Preferred

Stock is not convertible into common stock or any other security of the Company and is not subject to redemption.

Series B Preferred Stock

The Company has authorized 500,000 shares of Series

B Preferred Stock, par value $ 0.001 per share, of which 360,000 shares were issued and outstanding as of each of April 30, 2026 and October

The holders of Series B Preferred Stock have no right to vote on any matters submitted to a vote of the Company's shareholders

and are not entitled to receive dividends.

Upon the liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary,

each holder of Series B Preferred Stock is entitled to receive, for each share held, out of the assets of the Company legally available

for distribution, an amount equal to the distribution that would be made on a pro rata basis with the holders of the Company's common

stock, calculated as if the Series B Preferred Stock had been converted into common stock as of the date immediately prior to the record

date fixed for such distribution.

Each holder of Series B Preferred Stock may, from time to time, convert any or all of such holder's

shares into fully paid and non-assessable shares of common stock at a rate of 1,000 shares of common stock for each share of Series B

Preferred Stock surrendered for conversion;

provided, however, that no such conversion may be effected to the extent it would cause the

holder's beneficial ownership, when aggregated with all other shares of common stock beneficially owned by such holder (as determined

in accordance with Section 13(d) of the Exchange Act and the rules thereunder), to exceed 4.99% of the Company's common stock issued and

outstanding at such time.

The Series B Preferred Stock is not subject to redemption.

NOTE 8 – RELATED PARTY TRANSACTIONS

10 unchanged sentences

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

As of April 30, 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.

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 April 30, 2026.

Schedule of multiple outstanding

7 unchanged sentences

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.

notes bear interest at 2 % per annum and have an aggregate outstanding principal balance of $ 785,000 as of April 30, 2026.

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

7 unchanged sentences

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.

During the six months ended April 30, 2026, HNO Green

advanced an additional $ 230,000 to the Company and the Company repaid $ 30,000 as partial repayment of previously advanced

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 ,

As of April 30, 2026, and October 31, 2025, related party advances had outstanding balances of $ 1,288,385 and $ 1,088,385 ,

respectively.

NOTE 9 – CONVERTIBLE NOTES PAYABLE

During the six months ended

April 30, 2026, the Company entered into three convertible note financing transactions.

The CFI Capital note was issued and fully repaid

within the quarter.

The JSC and Lambda Ventures notes remained outstanding as of April 30, 2026.

The material terms of each transaction

are described below.

CFI Capital LLC –

Issued and Repaid During the Quarter

On March 12, 2026, the Company

issued an 8 % Convertible Redeemable Note to CFI Capital LLC (“CFI Capital”) pursuant to a Securities Purchase Agreement.

note had a face value of $ 150,000 , an original issue discount of $ 12,000 , and a purchase price of $ 138,000 , resulting in net cash received

of $ 137,426 after a wire transfer fee of $ 574 .

The note bore interest at 8 % per annum and matured on March 12, 2027 .

The note was convertible

into shares of the Company’s common stock subject to certain conditions;

however, no shares were issued or converted, as the note

was repaid in full prior to the six-month conversion eligibility date.

On April 7, 2026, twenty-six

(26) days after issuance, the Company repaid the note in full pursuant to the note’s 30-day prepayment provision.

The total payoff

amount was $ 158,397 ,

consisting of:

(i) principal of $ 150,000 ;

(ii) a prepayment premium of $ 7,500

of principal);

and (iii) accrued interest of $ 897

per annum for 26 days).

Because the note was extinguished prior to its maturity, the entire unamortized original issue discount of $ 12,000

was written off to interest expense at the time of repayment.

Total financing charges recognized in connection with the CFI Capital

note during the quarter were $ 20,971 ,

comprised of the $ 12,000

OID write-off, the $ 7,500

prepayment premium, $ 897

of accrued interest, and $ 574

in wire fees.

The CFI Capital note had a zero 0

balance as of April 30, 2026.

Jefferson Street Capital,

On April 7, 2026, the Company

entered into a Securities Purchase Agreement with Jefferson Street Capital, LLC, a New Jersey limited liability company (the “JSC

Buyer”), pursuant to which the Company issued a Convertible Promissory Note in the principal amount of $ 96,250 (the “JSC Note”)

and a Common Stock Purchase Warrant to purchase up to 385,000 shares of Common Stock at an exercise price of $ 0.25 per share, in exchange

for gross proceeds of $ 87,500 .

After deduction of $ 3,000 in legal fees and $ 2,250 in placement agent fees withheld at funding, net proceeds

to the Company were approximately $ 82,250 .

The JSC Note has a

principal amount of $ 96,250 , which includes an original issue discount of $ 8,750 .

The JSC Note bears a one-time interest charge of

8 % on the principal amount ($ 7,700 ), which is guaranteed and earned in full as of the issue date.

The JSC Note matures on April 7,

The JSC Note is convertible, at the option of the JSC Buyer, at a conversion price equal to 60% of the lowest traded price of

the Common Stock on the principal trading market during the twenty (20) trading days prior to the applicable conversion date.

JSC Buyer’s right to convert is subject to a 4.99% beneficial ownership limitation.

Upon an event of default, the JSC Note

shall become immediately due and payable at 150% of outstanding principal and accrued interest, and default interest accrues at the

lesser of 18% per annum or the maximum rate permitted by law.

The JSC Warrant is exercisable commencing April 7, 2026 and expires

April 7, 2031.

Lambda Ventures, LLC –

Convertible Note

On April 9, 2026, the Company

entered into a Securities Purchase Agreement with Lambda Ventures, LLC, a Nevada limited liability company (the “LV Buyer”),

pursuant to which the Company issued a Convertible Promissory Note in the principal amount of $ 96,250 (the “LV Note”) and

a Common Stock Purchase Warrant to purchase up to 385,000 shares of Common Stock at an exercise price of $ 0.25 per share, in exchange

for gross proceeds of $ 87,500 .

After deduction of $ 3,000 in legal fees and $ 2,250 in placement agent fees withheld at funding, net proceeds

to the Company were approximately $ 82,250 .

The LV Note has a principal

amount of $ 96,250 , which includes an original issue discount of $ 8,750 .

The LV Note bears a one-time interest charge of 8 % on the principal

amount ($ 7,700 ), which is guaranteed and earned in full as of the issue date.

The LV Note matures on April 9, 2027 .

The LV Note is convertible,

at the option of the LV Buyer, at a conversion price equal to 60% of the lowest traded price of the Common Stock on the principal trading

market during the twenty (20) trading days prior to the applicable conversion date.

The LV Buyer’s right to convert is subject to

a 4.99% beneficial ownership limitation.

Upon an event of default, all outstanding principal and accrued interest shall become immediately

due and payable, and default interest accrues at the lesser of 18% per annum or the maximum rate permitted by law.

The LV Warrant is exercisable

commencing April 9, 2026 and expires April 9, 2031.

Convertible Notes Payable

The following table summarizes

the carrying value of convertible notes payable outstanding as of April 30, 2026:

Schedule of convertible notes payable outstanding

Jefferson Street Capital

Lambda Ventures, LLC

Principal amount

Guaranteed interest payable

Gross note balance

Original issue discount

Warrant discount (ASC 470-20)

Debt issue Costs

Guaranteed interest cost

Derivative discount

Net carrying value

Both notes were issued in reliance

upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation

Warrant Accounting –

ASC 470-20 Relative Fair Value Allocation

of the JSC Note and the LV Note was issued with a detachable Common Stock Purchase Warrant.

In accordance with ASC 470-20, the Company

allocated the gross proceeds of each transaction between the debt host instrument and the warrant based on their relative fair values

at the issuance date.

The fair value of each warrant was determined using the Black-Scholes option pricing model.

The value allocated

to the warrants is credited to additional paid-in capital and recorded as an additional debt discount amortized to interest expense over

the note term.

Black-Scholes Assumptions

following assumptions were used in the Black-Scholes valuation of each warrant tranche

Street Capital Warrant

Schedule of assumptions

Issuance Date

(Informational)

Stock Price (S)

Exercise Price (K)

Expected Term (Years)

Risk-Free Rate

Expected Volatility (σ)

Expected Dividend Yield

Fair Value Per Share

Total Warrant Fair Value

The change in the fair value of the JSC Warrant

from the issuance date to April 30, 2026 was $ 3,795 .

As the warrant is equity-classified, this change is not recognized in the Statements

of Operations.

Ventures Warrant

Schedule of assumptions

Issuance Date

(Informational)

Stock Price (S)

Exercise Price (K)

Expected Term (Years)

Risk-Free Rate

Expected Volatility (σ)

Expected Dividend Yield

Fair Value Per Share

Total Warrant Fair Value

The change in the fair value of the LV Warrant from the issuance date to April 30, 2026 was $( 5,578 ).

As the warrant is equity-classified, this change is not recognized in the Statements of Operations.

Relative Fair Value Allocation

and Debt Discount

The following table summarizes

the ASC 470-20 allocation and total debt discount at issuance and at closing date for each note:

Jefferson Street Capital

Schedule of allocation and total debt discount

Note Principal (Face Value)

Guaranteed Interest Payable

Gross Note Balance

Unamortized Debt Discount - OID

Unamortized Debt Discount - Guaranteed Interest

Unamortized Debt Discount - Warrant

Unamortized Debt Issue Costs

Unamortized Debt Discount - Derivative

Convertible Note Payable, Net

Lambda Ventures

Note Principal (Face Value)

Guaranteed Interest Payable

Gross Note Balance

Unamortized Debt Discount - OID

Unamortized Debt Discount - Guar.

Unamortized Debt Discount -Warrant

Unamortized Debt Issue Costs

Unamortized Debt Discount - Derivative

Convertible Note Payable, Net

Loss on fair value of convertible note on date of issuance

for the three months ended April 30, 2026

Schedule of loss on fair value of convertible note

Note Face Value

Guaranteed Interest

Gross Note Balance

Less Debt cost

(a) Original Issue Discount (OID)

(b) Guaranteed Interest Charge

(d)Debt Issue Costs

Net value of note

Derivative Liability — Intrinsic Value

Net value of note

Day 1 loss on issuance of note

Loss on fair value of convertible note for the three months ended January 31, 2026

Schedule of loss on fair value of convertible note

Convertible note – Newlan law firm

Share issued for conversion

Gain on fair value of convertible note

Outstanding Warrants

The following table summarizes

the common stock purchase warrants outstanding as of April 30, 2026 and through the date of these financial statements:

Schedule of common stock purchase warrants outstanding

Warrant Shares

Exercise Price

Grant-Date Fair Value

Jefferson Street Capital, LLC

Lambda Ventures, LLC

As of April 30, 2026, there

were 770,000 warrants outstanding, all with an exercise price of $ 0.25 per share.

All warrants may be exercised on a cashless basis when

the market price of the Common Stock exceeds the exercise price and no effective registration statement covers the resale of the warrant

All warrants are subject to a 4.99% beneficial ownership limitation.

Interest Expense on Convertible

Notes – Six Months Ended April 30, 2026

following summarizes interest expense recognized in connection with convertible notes payable during the six months ended April 30, 2026:

Guaranteed interest $ 485 ;

OID amortization $ 551 ;

warrant discount amortization $ 2,282 ;

debt issue cost $ 331 ;

derivative discount

amortization $ 2,901 ;

total $ 6,550 .

Guaranteed interest $ 443 ;

OID amortization $ 503 ;

warrant discount amortization $ 2,623 ;

debt issue cost $ 302 ;

derivative discount

amortization $ 2,110 ;

total $ 5,981 .

Capital Note (repaid):

OID write-off (extinguishment) $ 12,000 ;

accrued interest $ 897 ;

total $ 12,897 .

interest expense on convertible notes:

$ 25,428 for the six months ended April 30, 2026.

Additionally, the $ 7,500 prepayment premium and

$ 574 wire fee incurred at issuance of the note is included in operating expenses.

Embedded Conversion Features

– ASC 815 Analysis

JSC Note and LV Note each contain a variable conversion feature providing for conversion at 60% of the lowest traded price of the Company’s

Common Stock during the 20 trading days prior to conversion.

The Company evaluated these embedded conversion features under ASC 815, Derivatives

and Hedging, to determine whether the embedded conversion features should be bifurcated from the host instruments and accounted for as

derivative liabilities.

Company evaluated the bifurcation criteria under ASC 815-15.

The Company further evaluated whether the conversion features qualify for

the equity scope exception under ASC 815-40-15, which provides that an embedded conversion feature is not subject to derivative accounting

if it would be classified in equity if it were a freestanding instrument.

Company concluded that the embedded conversion features in the JSC Note and LV Note do not qualify for the equity scope exception under

ASC 815-40-15 and are required to be bifurcated from the debt hosts and accounted for separately as derivative liabilities.

conversion price is variable 60% of the lowest traded price during the 20 trading days preceding conversion the number of shares issuable

is not fixed, and the features are therefore not considered indexed to the Company's own stock and would not be classified in equity

if freestanding.

Accordingly, each conversion feature was bifurcated and recorded at its issuance-date fair value as a derivative liability,

with subsequent changes in fair value recognized in the statements of operations.

The issuance-date fair value of each bifurcated derivative,

together with the relative fair value allocated to the detachable warrant under ASC 470-20, was recorded as a debt discount;

to the extent

those amounts exceeded the proceeds of the note, the excess was recognized immediately as a loss.

The resulting debt discount is amortized

to interest expense over the term of each note.

variable conversion pricing structure at 60% of the lowest traded price over the prior 20 trading days creates significant potential dilution

risk if the Company’s stock price declines.

The number of shares issuable upon conversion is not fixed and could be substantially

greater than the number initially anticipated.

The Company has reserved 13,000,000 shares of Common Stock for each of the JSC Note and

the LV Note to provide for conversion and warrant exercise.

of the JSC Note and the LV Note contains provisions that, upon an event of default, accelerate the outstanding balance to 150% of principal

and accrued interest and impose default interest at the lesser of 18% per annum or the maximum rate permitted by law.

Events of default

include, among others, failure to maintain a minimum market capitalization of $ 3,000,000 on any Trading Day, failure to timely deliver

shares upon conversion, and consummation of a Variable Rate Transaction.

As of April 30, 2026, the Company was in compliance with the

terms of both notes.

JSC Note Derivative Liability – Conversion

The fair value of the derivative liability is

measured using the intrinsic value method at each reporting date:

Fair Value = (Total Face Obligation ÷ Conversion Price) ×

max(Stock Price − Conversion Price, 0), where the Conversion Price equals 60% of the lowest closing price of the Company’s

common stock during the 20 trading days immediately preceding the measurement date.

At April 7, 2026 (issuance), the 20-trading-day

low closing price for the period March 9, 2026 through April 6, 2026 was $ 0.0946 , resulting in a conversion price of $ 0.05676 (60% ×

Based on the closing stock price of $ 0.0946 on the issuance date, the intrinsic value per share was $ 0.03784 ($0.0946 −

$0.05676), and approximately 1,831,395 shares were issuable upon full conversion ($103,950 ÷ $0.05676), resulting in a derivative

liability of $ 69,300 at issuance.

for the JSC Note, the 20-day low and the issuance-date spot price coincide at $0.0946, so this

value is unchanged from the prior draft.)

At April 30, 2026, the 20-trading-day low closing

price for the period April 1, 2026 through April 29, 2026 was $ 0.0900 , resulting in a conversion price of $ 0.05400 (60% × $0.0900).

Based on the closing stock price of $ 0.1040 on April 30, 2026, the intrinsic value per share was $ 0.05000 ($0.1040 − $0.05400),

and approximately 1,925,000 shares were issuable upon full conversion ($103,950 ÷ $0.05400), resulting in a derivative liability

of $ 96,250 at April 30, 2026.

The Company recognized a loss from the change in fair value of $ 26,950 for the period (an increase in the

derivative liability from $69,300 to $ 96,250 ).

The following table presents the roll-forward of the derivative liability

for the period:

Schedule of roll-forward of derivative liability

Derivative Liability - Conversion Feature (JSC)

Balance - Issuance Date (April 7, 2026)

Change in Fair Value - Period (loss)

Balance at April 30, 2026

LV Note Derivative Liability –

Conversion Feature

The fair value of the derivative liability is

measured using the intrinsic value method at each reporting date:

Fair Value = (Total Face Obligation ÷ Conversion Price) ×

max (Stock Price − Conversion Price, 0), where the Conversion Price equals 60% of the lowest closing price of the Company’s

common stock during the 20 trading days immediately preceding the measurement date.

At April 9, 2026 (issuance), the 20-trading-day

low closing price for the period March 11, 2026 through April 8, 2026 was $ 0.0946 , resulting in a conversion price of $ 0.05676 (60% ×

Based on the closing stock price of $ 0.1190 on the issuance date, the intrinsic value per share was $ 0.06224 ($0.1190 −

$0.05676), and approximately 1,831,395 shares were issuable upon full conversion ($103,950 ÷ $0.05676), resulting in a derivative

liability of $ 113,986 at issuance.

At April 30, 2026, the 20-trading-day low closing

price for the period April 1, 2026 through April 29, 2026 was $ 0.0900 , resulting in a conversion price of $ 0.05400 (60% × $0.0900).

Based on the closing stock price of $ 0.1040 on April 30, 2026, the intrinsic value per share was $ 0.05000 ($0.1040 − $0.05400),

and approximately 1,925,000 shares were issuable upon full conversion ($103,950 ÷ $0.05400), resulting in a derivative liability

of $ 96,250 at April 30, 2026.

The Company recognized a gain from the change in fair value of $ 17,736 for the period (a decrease in the

derivative liability from $113,986 to $ 96,250 ).

The following table presents the roll-forward of the derivative liability

for the period:

Schedule of roll-forward of derivative liability

Derivative Liability - Conversion Feature (LV)

Balance - Issuance Date (April 9, 2026)

Change in Fair Value - Period (gain)

Balance at April 30, 2026

NOTE 10 – 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 ,

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.

evaluated through July 1, 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.

Monroe Street Capital

On May 5, 2026, the Company

entered into a Securities Purchase Agreement (the “MSC Purchase Agreement”) with Monroe Street Capital Partners, LP, a Delaware

limited partnership (the “MSC Buyer”), pursuant to which the Company issued to the MSC Buyer a Convertible Promissory Note

in the principal amount of $ 67,500 (the “MSC Note”) and a Common Stock Purchase Warrant to purchase up to 385,000 shares of

the Company’s common stock (the “MSC Warrant”), in exchange for gross proceeds of $ 62,500 , resulting in net proceeds

to the Company of approximately $ 57,625 after deduction of legal fees and placement agent fees.

The foregoing transaction was reported

on Form 8-K on May 8, 2026.

Convertible Promissory

The MSC Note has a principal

amount of $ 67,500 , which includes an original issue discount of $ 5,000 .

The MSC Note bears a one-time interest charge of 8 % on the principal

amount (equal to $ 5,400 ), which is guaranteed and earned in full as of the issue date.

The MSC Note matures on May 5, 2027.

is convertible, at the option of the MSC Buyer, at any time on or following the issue date, into shares of the Company’s common

stock, par value $ 0.001 per share, at a conversion price equal to 60 % of the lowest traded price of the Common Stock on the principal

trading market during the twenty (20) trading days prior to the applicable conversion date.

The MSC Buyer’s right to convert the

MSC Note is subject to a 4.99% beneficial ownership limitation.

Upon an event of default, the MSC Note shall become immediately due and

payable at an amount equal to 150% of outstanding principal and accrued interest, and default interest shall accrue at the lesser of 18%

per annum or the maximum rate permitted by law.

Common Stock Purchase

In connection with the MSC

Purchase Agreement, the Company issued to the MSC Buyer a Common Stock Purchase Warrant to purchase up to 385,000 shares of Common Stock

at an exercise price of $ 0.25 per share.

The MSC Warrant is exercisable at any time commencing on May 5, 2026 and expires on May 5, 2031,

five (5) years from the issuance date.

The MSC Warrant may be exercised on a cashless basis when the market price of one share of Common

Stock exceeds the exercise price and no effective registration statement covers the resale of the Warrant Shares.

The MSC Buyer’s

right to exercise the MSC Warrant is subject to a 4.99 % beneficial ownership limitation.

Share Reservation

In connection with the foregoing,

the Company entered into an Irrevocable Transfer Agent Instruction Letter and Memorandum of Understanding with Pacific Stock Transfer

Company, the Company’s transfer agent, pursuant to which the Company has irrevocably reserved 20,000,000 shares of Common Stock

for issuance upon conversion of the MSC Note and exercise of the MSC Warrant.

The MSC Note requires a minimum reserve of the greater of

20,000,000 shares or four times the number of shares issuable upon full conversion at the then-applicable conversion price.

Expected Accounting Treatment

The Company is evaluating

the accounting for the MSC Note and the MSC Warrant and expects to apply treatment consistent with its accounting for the JSC Note and

the LV Note described in Note 9.

The Company expects to allocate the gross proceeds of $ 62,500 between the MSC Note and the MSC Warrant

based on their relative fair values in accordance with ASC 470-20, with the amount allocated to the MSC Warrant recorded as additional

paid-in capital and as a corresponding debt discount.

The $ 5,000 original issue discount and the one-time 8 % guaranteed interest charge

of $ 5,400 are expected to be recorded as debt discount, and the legal and placement agent fees withheld from proceeds as debt issuance

costs, in each case amortized to interest expense over the term of the MSC Note.

The Company further expects that the MSC Note's variable

conversion feature, which provides for conversion at 60 % of the lowest traded price of the Common Stock during the twenty (20) trading

days preceding the applicable conversion date, will be bifurcated from the host instrument and accounted for as a derivative liability

measured at fair value in accordance with ASC 815, consistent with the JSC Note and the LV Note.

To the extent the initial fair value

of the bifurcated derivative liability exceeds the net carrying value of the MSC Note, the Company expects to recognize a day-one loss.

The financial effects of the MSC Note and the MSC Warrant will be reflected in the Company's condensed financial statements for the quarter

ending July 31, 2026.

Lambda Ventures LLC –

Issuance of Initial Commitment Shares

On May 27, 2026, subsequent

to the April 30, 2026 balance sheet date, the Company issued 500,000 shares of its Common Stock (the “Initial Commitment Shares”)

to Lambda Ventures LLC pursuant to the Equity Purchase Agreement dated April 27, 2026, as more fully described in Note 6.

Commitment Shares were earned in full upon execution of the Purchase Agreement on April 27, 2026, and the fair value of $ 55,000 (500,000

shares at $0.11 per share, the closing price on April 27, 2026) was recorded as common stock payable in the accompanying balance sheet

as of April 30, 2026.

Upon physical issuance on May 27, 2026, the $55,000 common stock payable balance was reclassified to permanent equity,

with $500 credited to common stock (par value $0.001 × 500,000 shares) and $54,500 credited to additional paid-in capital.

No additional

compensation expense was recognized at the time of issuance.

The shares were issued in reliance upon the exemption from registration provided

by Section 4(a)(2) of the Securities Act of 1933, as amended.

Issuance of Common Stock

under Regulation A

On May 29, 2026, the Company

issued 33,334 shares of common stock under Regulation A for funds received during the quarter ended January 31, 2026.

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