−Removed: Management's Discussion and Analysis of Financial Condition and Results of Operations.
−Removed: As a result of the divesture of Clenergen India and the joint venture and licensing arrangements now in place in Guyana, Ghana Trinidad and Philippines, the Company’s primary income streams will be through the supply of saplings for energy crops, development fees, licensing fees, distributions from the Company’s joint ventures, sales of biomass feedstock from the Company’s plantations and distributions from other projects in which the Company participates.
−Removed: We are exposed to exchange rate fluctuations due to the fact that we are and are planning on operating in multiple foreign jurisdictions, including India, Ghana and Philippines.
−Removed: Since most of the company’s revenues and costs are paid in the local currency of the subject country of operation, variations in the currency exchange rate between the country of operation and the United States impacts both positively and negatively the reporting results.
+Added: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
+Added: FINANCIAL CONDITION AND RESULTS OF OPERATIONS
+Added: HNO International, Inc.
+Added: focuses on systems engineering
+Added: design, integration, and product development to generate green hydrogen-based clean energy solutions to help businesses and communities
+Added: decarbonize in the near term.
+Added: HNO stands for Hydrogen and Oxygen and our experienced
+Added: management team has over 14 years of expertise in the green hydrogen production industry.
+Added: HNO International provides green hydrogen systems
+Added: engineering design, integration, and products to multiple markets, which include:
+Added: (i) the zero-emission vehicle and mobile equipment
+Added: market consisting of hydrogen fuel cell electric passenger vehicles, material handling equipment such as forklifts and airport ground
+Added: support equipment, as well as the medium and heavy-duty truck market;
+Added: (ii) the current and emerging hydrogen gas markets
+Added: encompassing ammonia, fertilizer, steel, mining, electronics, semiconductors, and fuel cell electric vehicles;
+Added: (iii) and the gasoline and diesel engine emissions
+Added: and maintenance reduction product and services market;
+Added: (iv) decentralized clean power generation through
+Added: the newly launched EcoFlare Power division, which captures and converts flared natural gas into electricity and hydrogen for data centers,
+Added: Bitcoin mining, and industrial use;
+Added: (v) distributed hydrogen infrastructure through the newly introduced HyGrid™ intelligent microgrid system, a solar-hydrogen hybrid
+Added: platform enabling off-grid hydrogen production, storage, and refueling.
Results of Operations
−Removed: Three Months Ended July 31, 2011 and 2010
−Removed: Our result of operations for the subject three month periods are summarized below:
−Removed: Three Months Ended
−Removed: Cost of Services
−Removed: Operating expenses
−Removed: Net loss from continuing operations
−Removed: Net profit / (loss) from discontinued operations
−Removed: Overall net loss
−Removed: We did not recognize any revenues for the three months ended July 31, 2011 (the “2011 Third Fiscal Quarter”) and 2010 (the “2010 Third Fiscal Quarter”).
−Removed: We generated $1,276,514 in revenues for the three months ended July 31, 2011 from operating an 18.0 MW/h biomass power plant in Tamilnadu, India, which revenues are being accounted for as part of the discontinued operations of the Company.
−Removed: During the three months ended July 31, 2011, we incurred cost of services for our discontinued operations totaling $302,031 relating to various direct expenses incurred in connection with the generation of power at the 18 MW/h plant.
−Removed: Such expenses include supply costs of biomass and other fuels, electricity charges paid to the state electricity board as open access charges for using the state’s power grid to supply power to third party customers and water charges, as well as maintenance costs relating to the plant.
−Removed: Operating expenses relating to our continuing operations for the three months ended July 31, 2011 decreased by $5,376,581 as compared to the comparative period in 2010.
−Removed: The decrease is primarily due to the lack of stock-based compensation charges during our 2011 Third Fiscal Quarter as compared to significant consulting fees, finance costs and stock-based compensation charges of $3,039,000 incurred in our 2010 Third Fiscal Quarter.
−Removed: These expenses were incurred last year in connection with our retention of three consultants to perform business development and capital raising charges.
−Removed: During our 2011 Third Fiscal Quarter, we incurred interest charges relating to our continuing operations in the amount of $81,590 as compared to interest expense of $61,538 in the 2010 Third Fiscal Quarter.
−Removed: However, the Company also incurred interest charges on its discontinued operations, primarily being the interest charges on the IDBI bank loan for the 18 MW/h plant, in the amount of $470,224 and $ 339,434 for the three months period ended July 31, 2011 and 2010, respectively.
−Removed: Nine Months Ended July 31, 2011 and 2010
−Removed: Our result of operations for the subject nine month periods are summarized below:
−Removed: Nine Months Ended
−Removed: Cost of Services
+Added: For the three months ended April 30, 2025 and
+Added: For the three months ended April 30, 2025 and 2024, the Company
+Added: recognized revenue of $43,708 and $0, respectively.
+Added: Revenue in the current period was generated from the facilitation of the delivery
+Added: of hydrogen equipment and related integration support.
+Added: The Company concluded that it acted as an agent with respect to the equipment component
+Added: of the arrangement, as it did not take control of the goods and the third-party supplier shipped directly to the customer.
+Added: revenue was recognized on a net basis, limited to the Company’s retained margin.
+Added: Cost of Goods Sold
+Added: Cost of Goods Sold consists of direct
+Added: expenses related to hydrogen engineering services and combustion solution projects, including materials, subcontracted labor, and other
+Added: project-specific implementation costs.
+Added: For the three months ended April 30, 2025 and 2024, total cost of sales was $0 and $0, respectively.
+Added: The Company acted as an agent in facilitating delivery of certain hydrogen refueling equipment during the 2025 period and did not generate
+Added: separate cost of goods sold.
+Added: For the three months ended April 30, 2025
+Added: and 2024, gross profit was $43,708 and $0, respectively.
+Added: The increase reflects revenue generated from the facilitation of the delivery
+Added: of hydrogen equipment and integration support services.
+Added: As the Company was acting as an agent with respect to the equipment delivered
+Added: by a third-party vendor, no cost of goods sold was recognized, and gross profit equaled the margin retained.
Operating Expenses
−Removed: Net loss from continuing operations
−Removed: Net loss from discontinued operations
−Removed: Overall net loss
−Removed: We did not recognize any revenues for the nine months ended July 31, 2011 (the “2011 Nine Month Period”) and 2010 (the “2011 Nine Month Period”).
−Removed: We generated $5,717,705 in revenues for the nine months ended July 31, 2011 from operating the 18.0 MW/h plant, which is accounted for as part of the discontinued operations of the Company.
−Removed: During the nine months ended July 31, 2011, we incurred cost of servicing our discontinued operations totaling $4,059,100 relating to various direct expenses incurred in connection with the generation of power at the 18 MW/h plant.
−Removed: Such expenses include supply costs for biomass and other fuels, open access charges for using the state’s power grid and water charges, as well as maintenance costs relating to the plant.
−Removed: Operating expenses relating to our continuing operations for the nine months ended July 31, 2011 decreased by $11,229,964 as compared to the 2010 Nine Month Period.
−Removed: The decrease is primarily a result of incurring share-based compensation of $9,265,000 and significant commission, consulting and financing costs in the 2010 Nine Month Period.
−Removed: Share-based compensation for the 2011 Nine Month Period was $249,000.
−Removed: During the nine month period ended July 31, 2011, we incurred interest charges relating to our continuing operations in the amount of $520,937, compared to an interest expense of $68,403 compared to the 2010 Nine Month Period.
−Removed: The interest charges have increased due to the increase in the loans from shareholders and affiliates which were used to fund the working capital requirement of the Company and its subsidiaries.
−Removed: Also, for the 2011 Nine Month Period, we incurred discontinued operations interest charges on the IDBI bank loan for the 18 MW/h plant in the amount of $1,419,587.
−Removed: As of July 31, 2011, we had loans outstanding totaling $4,587,670 in principal amount with an aggregate weighted interest rate of 8.00% per annum.
−Removed: Such loans primarily are due affiliates and stockholders.
−Removed: We do not anticipate generating operating revenues during our Fiscal Year 2011.
−Removed: In April 2010, we retained four consultants in Ghana to develop projects with the mining companies and local, state and countrywide governments.
−Removed: In November 2009, we retained three consultants in the Philippines to conduct feasibility studies for supplying off-grid electricity on certain islands to a number of mining companies.
−Removed: Additional office staff was retained in the Philippines in April 2010.
−Removed: Significant legal costs and professional fees have been incurred during the nine month ending July 31, 2011 fiscal year as a result of the SEC reporting requirements and public filings.
−Removed: We also incurred significant marketing costs and commission fees in connection with our sales of securities in Germany during the nine month period ending July 31, 2011.
−Removed: We are exposed to exchange rate fluctuations due to the fact that we are operating in and have invested in the Joint Venture Entities that are operating in multiple foreign jurisdictions, including Guyana, Ghana and the Philippines.
−Removed: Since most of our revenues and costs are paid in the local currency of the subject country of operation, variations in the currency exchange rate between the country of operation and the United States can positively or negatively impact the Company’s reporting results.
−Removed: Liquidity and Financial Condition
−Removed: Net cash used in operating activities decreased by $3,163,804 in the nine months period ended July 31, 2011 when compared with the same period in 2010.
−Removed: We incurred a higher net loss in the 2010 Nine Month Period of $14,730,837 as compared to a net loss of $2,805,738 for the 2011 Nine Month Period.
−Removed: For the 2010 Nine Month Period, we incurred significant non-cash expenses, such as share-based compensation of $10,214,632, which has been reduced in the current year.
−Removed: Net cash used in operating activities of discontinued operations has increased by $1,847,467 primarily due to an increase in inventory and accounts receivable during the third fiscal quarter in 2011.
−Removed: Net cash used in investing activities decreased by $1,395,397 for the nine months ended July 31, 2011 as compared to the 2010 Nine Month Period.
−Removed: In the 2010 Nine Month Period, net cash used in investing activities included an advance of $1,661,520 towards the purchase of a 1.5 MW/h biomass power plant in Tamilnadu, India.
−Removed: The decrease in financing activities between the comparable nine month periods is mainly due to the Company borrowing less funds from its affiliates and shareholders in 2011 as compared 2010 for working capital purposes.
−Removed: Cash flows from financing activities for the nine months period ended July 31, 2011 was $2,441,262 as compared to $5,356,738 for the similar period in 2010.
−Removed: The effect of the exchange rate adjustment was a gain of $20,105 for the nine months period ended July 31, 2011.
−Removed: The exchange rate adjustment is caused by the differences in the exchange rates from period to period between our functional currency(s) versus our reporting currency and the translation of various items of the financials at different rates depending on their nature.
−Removed: For a comparative period in 2010 , the gain was $187,514.
−Removed: We expect to benefit from or incur charges for exchange rate adjustments in all future periods as we will be operating in various countries and exchange rates between the currencies of such countries and the US dollar will continue to fluctuate due to factors beyond our control.
−Removed: We have no current intentions to hedge against currency fluctuations.
−Removed: As of July 31, 2011, our company we had a working capital deficit of approximately $ 4,279,000.
−Removed: We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:
+Added: General and administrative expenses were $314,323
+Added: for the three months ended April 30, 2025, compared to $526,635 during the same period in 2024, a decrease of $212,312.
+Added: was due to reduced professional fees, lower consultant costs, and a general reduction in administrative overhead.
+Added: Depreciation and amortization expense increased by $14,908, totaling
+Added: $57,539 for the three months ended April 30, 2025, compared to $42,631 for the three months ended April 30, 2024, due to depreciation
+Added: associated with additional property and equipment acquired during the period.
+Added: and marketing expenses were $14,810 for the three months ended April 30, 2025, compared to $0 for the same period in 2024.
+Added: reflects expanded outreach efforts supporting the Company’s hydrogen engineering and combustion solutions.
+Added: Other Income (Expenses)
+Added: Other expenses increased from $1,589 for the three
+Added: months ended April 30, 2024 to $127,102 for the period ended April 30, 2025, the increase primarily related to $14,985 loss on fair value
+Added: of convertible note related to the issuance of a convertible note in exchange for legal services and $105,190 loss on the write-off of
+Added: intangible asset as a result of an out-of-period adjustment due to the incorrect capitalization of costs associated with developed intellectual
+Added: Net loss for the three months ended April 30, 2025,
+Added: was $470,066 compared to a net loss of $570,855 during the same period in 2024.
+Added: For the six months ended April 30, 2025 and
+Added: For the six months ended April 30, 2025 and 2024, the Company recognized
+Added: revenue of $43,708 and $0, respectively.
+Added: Revenue in the current period was generated from the facilitation of delivery of hydrogen equipment
+Added: and related integration support.
+Added: The Company concluded that it acted as an agent with respect to the equipment component of the arrangement,
+Added: as it did not take control of the goods and the third-party supplier shipped directly to the customer.
+Added: As a result, revenue was recognized
+Added: on a net basis, limited to the Company’s retained margin.
+Added: Cost of Goods Sold
+Added: Cost of Goods Sold consists of direct
+Added: expenses related to hydrogen engineering services and combustion solution projects, including materials, subcontracted labor, and other
+Added: project-specific implementation costs.
+Added: For the six months ended April 30, 2025 and 2024, total cost of sales was $0 and $0, respectively.
+Added: The Company acted as an agent in facilitating delivery of certain hydrogen refueling equipment during the 2025 period and did not generate
+Added: separate cost of sales.
+Added: For the six months ended April 30, 2025 and
+Added: 2024, gross profit was $43,708 and $0, respectively.
+Added: The increase reflects revenue generated from the facilitation of delivery of hydrogen
+Added: equipment and integration support services.
+Added: As the Company was acting as an agent with respect to the equipment delivered by a third-party
+Added: vendor, no cost of goods sold was recognized, and gross profit equaled the margin retained.
Operating Expenses
−Removed: Management and consulting
−Removed: General and administrative
−Removed: We anticipate that we will be required to raise funds through private sales of debt and equity securities to fund our operations and execute our business plan.
−Removed: We may also encounter unforeseen costs that could also require us to seek additional capital.
−Removed: Our ability to obtain additional capital will depend on market conditions, national and global economies and other factors beyond our control.
−Removed: The terms of any future debt or equity funding that we may obtain may be unfavorable to us and to our stockholders.
−Removed: If we are not successful in raising additional funding on favorable terms, we may be forced to curtail or cease some of all of our operations and/or curtail or elect not to proceed with certain aspects of our business plan.
−Removed: There also are substantial risks regarding to our investment in the Joint Venture Entities, including, but not limited to, those relating to available capital to operate, lack of management control and reliance on Futenco to provide on a timely basis, accurate financial information in order for us to prepare and report our quarterly and annual financial statements and results as required by applicable federal securities laws.
−Removed: Readers should carefully consider such risks, uncertainties and of information with regards to our joint venture and licensing arrangements with Futenco.
+Added: General and administrative expenses were $5,708,985
+Added: for the six months ended April 30, 2025, compared to $990,641 during the same period in 2024, an
+Added: increase of $4,718,344.
+Added: The current period included $5,092,557
+Added: of stock-based compensation expense.
+Added: No stock-based compensation was recorded during the same period in 2024.
+Added: stock-based compensation, general and administrative expenses decreased by $374,213, primarily due to reduced professional fees,
+Added: lower consultant costs, and a general reduction in administrative overhead.
+Added: Depreciation and amortization expense increased by
+Added: $32,921 to $111,988 for the six months ended April 30, 2025, compared to $79,067 for the same period in 2024, reflecting depreciation
+Added: on additions to property and equipment.
+Added: Advertising and marketing expenses were $20,160 for
+Added: the six months ended April 30, 2025, compared to $0 for the same period in 2024.
+Added: The increase reflects the Company’s expanded outreach
+Added: and promotional activities supporting its hydrogen engineering and combustion solutions offerings.
+Added: Other Income (Expenses)
+Added: Other expenses increased from $8,220 for the six months
+Added: ended April 30, 2024 to $134,034 for the period ended April 30, 2025, the increase primarily related to $14,985 loss on fair value of
+Added: convertible note related to the issuance of a convertible note in exchange for legal services and $105,190 loss on the write-off of intangible
+Added: asset as a result of an out-of-period adjustment due to the incorrect capitalization of costs associated with developed intellectual property.
+Added: Net loss for the six months ended April 30, 2025,
+Added: was $5,931,459 compared to a net loss of $1,077,928 during the same period in 2024.
+Added: Forward-Looking Considerations
+Added: The Company recognizes the possibility of future increases
+Added: in labor or material costs.
+Added: Factors such as evolving market conditions, potential inflation, and global economic dynamics are considered.
+Added: We are actively monitoring these aspects to anticipate and navigate any forthcoming rises in labor or material expenses.
+Added: Cost-to-Revenue - The Company is assessing
+Added: alterations in the relationship between cost of sales and revenue.
+Added: We are examining the factors influencing these changes, including shifts
+Added: in prices and fluctuations in the volume of services sold.
+Added: Understanding the impact of these elements is crucial for maintaining a balanced
+Added: and effective cost-to-revenue structure.
+Added: Liquidity and Capital Resources
+Added: a net loss for the three months ended April 30, 2025 of $470,066 and had an accumulated deficit of $51,366,153 at April 30, 2025.
+Added: At April 30, 2025, we had a cash balance of $72,614, compared to a cash balance of $20,255 at October 31, 2024.
+Added: At April 30, 2025, the
+Added: working capital deficit was $2,627,780, compared to a working capital deficit of $1,969,965 at October 31, 2024.
+Added: Our existing and available
+Added: capital resources are not expected to be sufficient to satisfy our funding requirements through one year from the date of this filing
+Added: in the absence of share issuances or other sources of financing.
+Added: been able to generate sufficient cash from operating activities to fund our ongoing operations.
+Added: We have raised capital through sales of
+Added: common stock and debt securities.
+Added: The effect of
+Added: existing or probable government regulations on our business is not known at this time.
+Added: Due to the nature of our business, it is anticipated
+Added: that there may be increasing government regulation that may cause us to have to take serious corrective actions or make changes to the
+Added: business plan.
+Added: There are no external sources of liquidity available
+Added: to the Company at this time.
+Added: The Company will need to raise additional capital through equity financings or other means in order to continue
+Added: operations and meet its obligations.
+Added: Failure to obtain additional funding could have a material adverse effect on our financial condition
+Added: and the results of operations.
+Added: For the Six Months Ended April 30, 2025 and 2024
+Added: The following table summarizes our cash flows for
+Added: the periods indicated below:
+Added: For the Six Months Ended April 30,
+Added: For the Six Months Ended April 30,
+Added: Cash Used in Operating Activities
+Added: Cash Provided by Financing Activities
+Added: Net cash used in investing activities
+Added: Cash Used in Operating Activities
+Added: the six months ended April 30, 2025, cash used in operating activities amounted to $(671,197), primarily reflecting our net loss of $(5,931,459).
+Added: This impact was largely offset by non-cash items, primarily $5,092,557 stock-based compensation, along with depreciation and amortization
+Added: of $111,988, $105,190 loss on write-off of an intangible asset, and $59,985 related to a convertible note issued for legal services,
+Added: including $45,000 recognized as legal expense and a $14,985 fair value adjustment.
+Added: Changes in working capital included a decrease in
+Added: accounts payable of $(106,116) and a decrease in accrued payroll of $(8,881), partially offset by a $13,864 increase in accrued interest
+Added: During the six months ended April 30, 2024, cash
+Added: used in operating activities totaled $(953,923), primarily reflecting our net loss of $(1,077,928).
+Added: This was offset by non-cash
+Added: charges such as depreciation and amortization amounting to $79,067.
+Added: Additionally, there was a decrease in due from related party of
+Added: $56,392 and an increase in accrued interest payable of $13,712 and a decrease in payroll taxes of $14,802, contributing to the
+Added: overall cash movements during the period.
+Added: Cash provided by Financing Activities
+Added: During the six months
+Added: ended April 30, 2025, cash provided by financing activities was $901,500, which consisted of net proceeds from related party
+Added: advances of $359,000 and proceeds from the sale of common stock of $542,500.
+Added: During the six months ended April 30, 2024, cash provided
+Added: by financing activities was $1,069,735, which consisted of proceeds from related party advances of $710,585, $211,901 from the sale of
+Added: common stock, $47,249 in proceeds from common stock subscription payable, and a $100,000 refund of a security deposit.
+Added: Cash Used in Investing Activities
+Added: During the six month ended April
+Added: 30, 2025, cash used in investing activities was $(177,943), which consisted of the purchase of property.
+Added: During the six months ended April 30, 2024, cash used
+Added: in investing activities was $(273,512), which consisted of the purchase of property and equipment and purchase long-term assets.
+Added: Going Concern
+Added: The Company’s financial statements have been
+Added: prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of
+Added: liabilities in the normal course of business.
+Added: During the six months ended April 30, 2025, the Company incurred a net loss of $5,931,459
+Added: and used cash in operating activities of $671,197, and on April 30, 2025, had stockholders’ deficit of $1,693,793.
+Added: These factors,
+Added: among others, raise substantial doubt about the Company’s ability to continue as a going concern.
+Added: These financial statements do
+Added: not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and the classification
+Added: of liabilities that might result from this uncertainty.
+Added: Management is actively seeking additional sources
+Added: of capital through the sale of equity, advances from related parties, and exploring strategic partnerships.
+Added: The Company is also focused
+Added: on attracting suitable investors to support its business plan without relying heavily on existing cash reserves.
+Added: Additionally, management
+Added: is implementing cost-saving measures and exploring opportunities to diversify through acquisitions or entering into new markets.
+Added: there can be no assurance that these efforts will result in sufficient funding, and the Company may continue to face substantial uncertainty
+Added: regarding its ability to achieve profitable operations and sustain its business.
+Added: Off-Balance Sheet Arrangements
+Added: There are no off-balance sheet arrangements with any
Critical Accounting Policies
−Removed: Our significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements included in our Annual Report in form 10K, for our fiscal year ended October 31, 2010, filed with the Securities and Exchange Commission on Febuary 15, 2011.
−Removed: A discussion of our critical accounting policies and estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) in such Annual Report.
−Removed: There have been no material changes to the critical accounting policies or estimates reported in the MD&A section of our audited financial statements for the year ended October 31, 2010 as filed with the SEC.
−Removed: Quantitative and Qualitative Disclosures about Market Risk.
−Removed: This item is not applicable to smaller reporting companies.
+Added: Our discussion and analysis of results of operations
+Added: and financial condition are based upon our condensed financial statements, which have been prepared in accordance with accounting principles
+Added: generally accepted in the United States of America.
+Added: The preparation of these condensed financial statements requires us to make estimates
+Added: and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets
+Added: and liabilities.
+Added: We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable,
+Added: inventories, valuation of intangible assets and contingencies and litigation.
+Added: We base our estimates on historical experience and on various
+Added: other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
+Added: about the carrying values of assets and liabilities that are not readily apparent from other sources.
+Added: Actual results may differ from these
+Added: estimates under different assumptions or conditions.
+Added: Stock Based-Compensation
+Added: The Company accounts for stock-based compensation
+Added: in accordance with Accounting Standards Codification (“ASC”) 718 Compensation - Stock Compensation (“ASC 718”).
+Added: ASC 718 requires that the cost of equity instrument awards, issued in exchange for services, including those issued to employees and
+Added: predominantly to consultants, be measured at the grant-date fair value.
+Added: The Company does not adhere to a formal stock-based compensation
+Added: rather, it issues stock awards on a discretionary basis as part of compensation agreements with selected employees and consultants.
+Added: Compensation for stock-based awards is recognized as a non-cash expense on the statement of operations.
+Added: The fair value of restricted
+Added: stock grants is determined using the closing market price on the grant date, adjusted for an appropriate discount to reflect the restrictions
+Added: on transferability and marketability of the shares.
+Added: The discount is calculated using a weighted average of comparable restricted stock
+Added: transactions, which better reflects the economic impact of larger issuances and provides a more accurate representation of fair value
+Added: under ASC 718.
+Added: This cost is recognized over the period during which the award recipient is required to perform services, typically
+Added: known as the vesting period.
+Added: The total compensation cost related to vested stock-based awards is recognized after adjusting for estimated
+Added: forfeitures at the time of vesting.
+Added: The expense related to stock-based compensation is included within the same income statement lines
+Added: as cash compensation for the consultants and employees who receive the awards, currently included in general and administrative expenses
+Added: on the statement of operations as the Company does not allocate compensation costs to Costs of Goods Sold.
+Added: As of the report date, the
+Added: Company has not established any plans to issue dividends on stock-based awards.
+Added: Any tax benefits arising from deductions for these awards
+Added: are recorded in additional paid-in capital, provided they exceed the cumulative compensation cost recognized.
+Added: As of the report date, the Company has not established
+Added: any plans to issue dividends on stock-based awards.
+Added: Fair Value Measurement of Convertible Instruments
+Added: The Company evaluates convertible financial instruments
+Added: in accordance with ASC 480 to determine whether an instrument should be equity classified, or liability classified.
+Added: The Company issued
+Added: a $45,000 convertible note in connection with a legal service agreement during the period that allows for a fixed dollar amount to be
+Added: settled in a a variable number of shares which requires liability classification and was measured at fair value on initial recognition.
+Added: On the issuance date, the Company determined the fair
+Added: value of the note to be $59,985 and recorded the full amount as a liability.
+Added: The excess of $14,985 over the $45,000 principal amount was
+Added: recognized as a loss on fair value of the convertible note in the condensed statements of operations.
+Added: Fair value is determined in accordance with ASC 820
+Added: using available market inputs.
+Added: Instruments classified as liabilities and measured at fair value are evaluated on a recurring basis, with
+Added: changes in fair value recognized in the statements of operations.
+Added: Revenue Recognition
+Added: We recognize revenue in accordance with ASC 606, Revenue
+Added: from Contracts with Customers (“ASC 606”).
+Added: The standard’s stated core principle is that an entity should recognize
+Added: revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
+Added: expects to be entitled in exchange for those goods or services.
+Added: To achieve this core principle, ASC 606 includes provisions within a five-step
+Added: model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the
+Added: transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies
+Added: a performance obligation.
+Added: In certain arrangements where the Company facilitates
+Added: the provision of goods or services provided by a third party, and does not take control of those goods or services, revenue is recognized
+Added: 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
+Added: Proposed Transactions
+Added: The Company is not anticipating any transactions.
+Added: Changes in Accounting Policies Including Initial
+Added: There were no recent accounting pronouncements that
+Added: have or will have a material effect on the Company’s financial position or results of operations.
+Added: Financial Instruments
+Added: The main risks associated with the Company’s
+Added: financial instruments include credit risk, market risk, and liquidity risk.
+Added: The Company does not have significant exposure to foreign
+Added: exchange risk, as all of it operations and transactions are denominated in U.S dollars.
+Added: Outstanding Share Data
+Added: As of April 30, 2025, the following securities were
+Added: Common Stock:
+Added: 80,150,491 shares
+Added: Series A Preferred Stock:
+Added: 5,000,000 shares
+Added: Series B Preferred Stock:
+Added: 360,000 shares
+Added: QUANTITATIVE AND QUALITATIVE DISCLOSURES
+Added: ABOUT MARKET RISK
+Added: As a Smaller Reporting Company, as defined by Rule
+Added: 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore
+Added: are not required to provide the information requested by this Item.
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.