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Item 8. Financial Statements and Supplementary Data

2025-09-22 compared with 2025-06-26 · 103 added, 70 removed, 989 unchanged (15% of the section changed)

19 unchanged sentences

have audited the accompanying balance sheets of HNO International, Inc.

(the Company) as of October 31, 2024 and 2023, and the related

statements of operations, stockholders’ deficit, and cash flows for each of the years then ended, and the related notes (collectively

referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of October 31, 2024 and 2023, and the results of its operations and its cash flows for each of the period

ended, in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of October 31, 2024 and 2023,

and the related statements of operations, stockholders’ deficit, and cash flows for each of the years then ended, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of October 31, 2024 and 2023, and the results of its operations and

its cash flows for each of the two years in the period ended October 31, 2024, in conformity with accounting principles generally accepted

in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

4 to the financial statements, the Company has sustained significant losses and negative cash flows from operations and has an accumulated

deficit that raises substantial doubt about its ability to continue as a going concern.

Management’s plans in that regard to these

matters are also described in Note 4.

The financial statements do not include any adjustments that might result from the outcome of this

misstatements

described in Note 2 to the financial statements, the financial statements for the period ended October 31, 2023 have been restated to

correct several misstatements.

The Company identified misstatements with respect to certain accounting errors relating to the valuation

of service stock issued, the termination of a patent agreement entered into on January 23, 2023, and the under accrual of accounts payable

during the year ended October 31, 2023.

financial statements are the responsibility of the Company’s management.

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(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of

material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of

its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control

over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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provide a reasonable basis for our opinion.

Audit Matters

described in Note 4 to the financial statements, the Company does not have an established source of revenues sufficient to cover operating

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The expense associated with these awards is recorded based on the

fair value on the date of grant, as determined using the Black-Scholes-Merton option-pricing model.

valuation of stock-based compensation requires management to make significant estimates, particularly in determining the volatility of

the company’s stock price, the expected term of options, and the risk-free interest rate.

These assumptions are subject to change

and can materially impact the amount of compensation expense recognized.

described in Note 2, the Company identified misstatements with respect to certain accounting errors relating to the valuation of service

stock issued, the termination of a patent agreement entered into on January 23, 2023 and the under accrual of accounts payable during

the year ended October 31, 2023.

fair value on the date of grant.

valuation of stock-based compensation requires management to make significant estimates, particularly in determining the discount to

apply to the Company’s stock price.

These assumptions are subject to change and can materially impact the amount of compensation

expense recognized.

have served as the Company’s auditor since 2024.

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Cypress, Texas

March 20, 2025

September 19, 2025

HNO INTERNATIONAL, INC.

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Common stock issued for cash

Common stock based compensation

S tock based compensation

Common stock issued for settlement of debt

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Shares cancelled as per settlement agreement - Vivaris Capital

Common stock based compensation

Stock-based compensation

Net loss for the year ended October 31, 2024

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Depreciation and amortization

Share based compensation

Stock-based compensation

Changes in operating assets and liabilities:

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The valuation of the stock price was adjusted from $ 0.001 to $ 0.23 .

Share-Based Compensation:

There was an increase in share-based compensation reflecting the revised valuation

Stock-Based Compensation:

There was an increase in stock-based compensation reflecting the revised valuation

Equity Adjustments:

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Depreciation and amortization

Share based compensation

Stock-based compensation

Changes in operating assets and liabilities:

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Compensation for stock-based awards is recognized as a non-cash expense on the income statement.

The expense associated with these awards

is recorded based on the fair value on the date of grant, as determined using the Black-Scholes-Merton option-pricing model.

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

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 COGS.

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.

For the year ended October 31, 2023,

the expense associated with these awards is recorded based on the fair value on the date of grant, as determined using the Black-Scholes-Merton

option-pricing model.

For the year ended October 31, 2024, the Company revised its valuation methodology for restricted stock

The fair value of restricted stock grants is determined using the closing market price on the grant date, adjusted for an

appropriate discount to reflect the restrictions on transferability and marketability of the shares.

The discount is calculated using

a weighted average of comparable restricted stock transactions, which better reflects the economic impact of larger issuances and provides

a more accurate representation of fair value under ASC 718.

This cost is recognized over the period during which the award recipient

is required to perform services, typically known as the vesting period.

The total compensation cost related to vested stock-based awards

is recognized after adjusting for estimated forfeitures at the time of vesting.

The expense related to stock-based compensation is included

within the same 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 COGS.

of the report date, the Company has not established any plans to issue dividends on stock-based awards.

Any tax benefits arising from

deductions for these awards are recorded in additional paid-in capital, provided they exceed the cumulative compensation cost recognized.

Income taxes are computed using the asset and liability

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of $ 45,434,694.

We have not been able to generate sufficient cash from operating activities to fund our ongoing operations.

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.

not been able to generate sufficient cash from operating activities to fund our ongoing operations.

We will be required to raise additional

funds through public or private financing, additional collaborative relationships, or other arrangements until we are able to raise revenues

to a point of positive cash flow.

We are evaluating various options to further reduce our cash requirements to operate at a reduced rate,

as well as options to raise additional funds, including obtaining loans and selling common stock.

There is no guarantee that we will

be able to generate enough revenue and/or raise capital to support operations.

Based on the above factors, substantial doubt exists

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The Company's

Board of Directors granted approval for the issuance of 2,025,000 shares of our common stock with a value of $ 0.23 on January 2, 2023,

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.

Board of Directors granted approval for the issuance of 2,025,000

shares of our common stock with a value of $ 0.23

on January 2, 2023, 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.

On January 31,

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

During the quarter

ended October 31, 2024, the Company's Board of Directors granted approval for the issuance of 7,400,000 shares of our common stock valued

at$ 83,998 , 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.

quarter ended October 31, 2024, the Company's Board of Directors granted approval for the issuance of 7,400,000

shares of our common stock valued at$ 1,192,356,

in exchange for services rendered to the Company.

These shares were considered "restricted

securities" under Rule 144 and were issued under the exemption provided by Section 4(a)(2) of the Securities Act.

issuance of these shares resulted in the recognition of stock-based compensation expense in the accompanying statement of operations.

As of October 31, 2024 and October 31, 2023, the Company

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NOTE 14 – SUBSEQUENT EVENTS

events have been evaluated through March 20, 2025, which represents the date the financial statements were available to be issued, and

no events, other than discussed below have occurred through that date that would impact the financial statements.

events have been evaluated through September 19, 2025, 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.

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 4,162,626 shares of its common stock, $ 0.001 par

Act of 1933, as amended), whereby the Company privately sold a total of 19,402,626 shares

of its common stock, $ 0.001 par

value per share (“common stock”), for a cash purchase price of $ 986,500 .

The Company issued 11,111 shares on November

15, 2024, 9,091 shares on December 5, 2024, 9,091 shares on January 7, 2025, 1,500,000 shares on February 19, 2025, 125,000

shares on February 26, 2025, 500,000 shares on February 28, 2025, 75,000 shares on March 3, 2025, 1,333,333 shares on March 10, 2025,

300,000 shares on March 12, 2025, 250,000 shares on March 14, 2025 and 50,000 shares on March 17, 2025.

as ‘restricted securities’

under Rule 144 of the Securities Act.

The Company issued 11,111 shares

on November 15, 2024, 9,091 shares

on December 5, 2024, 9,091 shares

on January 7, 2025, 1,500,000 shares

on February 19, 2025, 125,000 shares

on February 26, 2025, 500,000 shares

on February 28, 2025, 75,000 shares

on March 3, 2025, 1,333,333 shares

on March 10, 2025, 300,000 shares

on March 12, 2025, 250,000 shares

on March 14, 2025 and 50,000 shares

on March 17, 2025, 350,000 shares on March 21, 2025, 75,000 shares on March 27, 2025, 500,000 shares on May 13, 2025, 1,000,000

shares on May 23, 2025, 400,000 shares on May 30, 2025, 300,000 shares on June 2, 2025, 1,000,000 on June 5, 2025, 2,040,000 shares

on June 18, 2025, 1,000,000 on June 30, 2025, 1,000,000 on July 3, 2025, 1,000,000 shares on July 7, 2025, 50,000 shares on July 10,

2025, 100,000 shares on July 23, 2025,4,800,000 on July 30, 2025, 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 proceeds from the sale of common stock will be used for operating capital.

Company’s Board of Directors approved the issuance of 16,125,000 shares of common stock subsequent to the year ended October 31,

2024, in exchange for services rendered.

These shares were issued as “restricted securities” under Rule 144 and were made

in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Company’s Board of Directors approved the issuance of 18,705,000

shares of common stock subsequent to the year ended October 31, 2024, in exchange for services

These shares were issued as “restricted securities” under Rule 144 and were made in reliance upon the exemption

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

Extension of Promissory Notes

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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-K/A

Item 8. Financial Statements and Supplementary Data