false --10-31 2026 Q2 0001953988 P5Y P5Y 1 1 0001953988 2025-11-01 2026-04-30 0001953988 2026-06-12 0001953988 2026-04-30 0001953988 2025-10-31 0001953988 HLEO:SeriesAConvertiblePreferredStockMember 2026-04-30 0001953988 HLEO:SeriesAConvertiblePreferredStockMember 2025-10-31 0001953988 HLEO:SeriesBConvertiblePreferredStockMember 2026-04-30 0001953988 HLEO:SeriesBConvertiblePreferredStockMember 2025-10-31 0001953988 HLEO:SeriesDConvertiblePreferredStockMember 2026-04-30 0001953988 HLEO:SeriesDConvertiblePreferredStockMember 2025-10-31 0001953988 2026-02-01 2026-04-30 0001953988 2025-02-01 2025-04-30 0001953988 2024-11-01 2025-04-30 0001953988 us-gaap:ServiceMember 2026-02-01 2026-04-30 0001953988 us-gaap:ServiceMember 2025-02-01 2025-04-30 0001953988 us-gaap:ServiceMember 2025-11-01 2026-04-30 0001953988 us-gaap:ServiceMember 2024-11-01 2025-04-30 0001953988 HLEO:EngineeringFeesMember 2026-02-01 2026-04-30 0001953988 HLEO:EngineeringFeesMember 2025-02-01 2025-04-30 0001953988 HLEO:EngineeringFeesMember 2025-11-01 2026-04-30 0001953988 HLEO:EngineeringFeesMember 2024-11-01 2025-04-30 0001953988 HLEO:MaterialsMember 2026-02-01 2026-04-30 0001953988 HLEO:MaterialsMember 2025-02-01 2025-04-30 0001953988 HLEO:MaterialsMember 2025-11-01 2026-04-30 0001953988 HLEO:MaterialsMember 2024-11-01 2025-04-30 0001953988 HLEO:PreferredStockSeriesBMember 2025-10-31 0001953988 us-gaap:CommonStockMember 2025-10-31 0001953988 HLEO:CommonToBeIssuedStockMember 2025-10-31 0001953988 us-gaap:AdditionalPaidInCapitalMember 2025-10-31 0001953988 us-gaap:RetainedEarningsMember 2025-10-31 0001953988 HLEO:CommonStockToBeIssuedMember 2025-10-31 0001953988 HLEO:PreferredStockSeriesBMember 2026-01-31 0001953988 us-gaap:CommonStockMember 2026-01-31 0001953988 HLEO:CommonToBeIssuedStockMember 2026-01-31 0001953988 us-gaap:AdditionalPaidInCapitalMember 2026-01-31 0001953988 us-gaap:RetainedEarningsMember 2026-01-31 0001953988 2026-01-31 0001953988 HLEO:CommonStockToBeIssuedMember 2026-01-31 0001953988 HLEO:PreferredStockSeriesBMember 2025-11-01 2026-01-31 0001953988 us-gaap:CommonStockMember 2025-11-01 2026-01-31 0001953988 HLEO:CommonToBeIssuedStockMember 2025-11-01 2026-01-31 0001953988 us-gaap:AdditionalPaidInCapitalMember 2025-11-01 2026-01-31 0001953988 us-gaap:RetainedEarningsMember 2025-11-01 2026-01-31 0001953988 2025-11-01 2026-01-31 0001953988 HLEO:PreferredStockSeriesBMember 2026-02-01 2026-04-30 0001953988 us-gaap:CommonStockMember 2026-02-01 2026-04-30 0001953988 HLEO:CommonToBeIssuedStockMember 2026-02-01 2026-04-30 0001953988 us-gaap:AdditionalPaidInCapitalMember 2026-02-01 2026-04-30 0001953988 us-gaap:RetainedEarningsMember 2026-02-01 2026-04-30 0001953988 HLEO:CommonStockToBeIssuedMember 2026-02-01 2026-04-30 0001953988 HLEO:PreferredStockSeriesBMember 2026-04-30 0001953988 us-gaap:CommonStockMember 2026-04-30 0001953988 HLEO:CommonToBeIssuedStockMember 2026-04-30 0001953988 us-gaap:AdditionalPaidInCapitalMember 2026-04-30 0001953988 us-gaap:RetainedEarningsMember 2026-04-30 0001953988 HLEO:CommonStockToBeIssuedMember 2026-04-30 0001953988 2024-10-31 0001953988 2025-04-30 0001953988 HLEO:HeliospaceMember us-gaap:CommonStockMember 2024-01-31 0001953988 HLEO:HeliospaceMember us-gaap:CommonStockMember 2024-01-30 2024-01-31 0001953988 HLEO:NotesPayableMember HLEO:DebtFromUnrelatedPartiesMember 2026-04-30 0001953988 HLEO:NotesPayableMember srt:MinimumMember HLEO:DebtFromUnrelatedPartiesMember 2026-04-30 0001953988 HLEO:NotesPayableMember srt:MaximumMember HLEO:DebtFromUnrelatedPartiesMember 2026-04-30 0001953988 us-gaap:FurnitureAndFixturesMember 2026-04-30 0001953988 us-gaap:FairValueInputsLevel1Member 2026-04-30 0001953988 us-gaap:FairValueInputsLevel2Member 2026-04-30 0001953988 us-gaap:FairValueInputsLevel3Member 2026-04-30 0001953988 us-gaap:FairValueInputsLevel1Member 2025-10-31 0001953988 us-gaap:FairValueInputsLevel2Member 2025-10-31 0001953988 us-gaap:FairValueInputsLevel3Member 2025-10-31 0001953988 us-gaap:StockOptionMember 2025-11-01 2026-04-30 0001953988 us-gaap:StockOptionMember 2024-11-01 2025-04-30 0001953988 us-gaap:ConvertibleNotesPayableMember 2025-11-01 2026-04-30 0001953988 us-gaap:ConvertibleNotesPayableMember 2024-11-01 2025-04-30 0001953988 HLEO:TwoOfficersMember 2026-04-30 0001953988 HLEO:TwoOfficersMember 2025-10-31 0001953988 HLEO:TwoOfficersMember 2025-12-01 2025-12-02 0001953988 HLEO:TwoOfficersMember us-gaap:CommonStockMember 2025-12-01 2025-12-02 0001953988 HLEO:TwoOfficersMember us-gaap:CommonStockMember 2025-12-01 2025-12-02 0001953988 HLEO:TwoOfficersMember us-gaap:CommonStockMember 2025-12-02 0001953988 HLEO:TwoOfficersMember 2025-12-01 2025-12-02 0001953988 srt:ChiefExecutiveOfficerMember 2026-04-21 2026-04-22 0001953988 srt:ChiefExecutiveOfficerMember us-gaap:CommonStockMember 2026-04-21 2026-04-22 0001953988 srt:ChiefExecutiveOfficerMember us-gaap:CommonStockMember 2026-04-21 2026-04-22 0001953988 srt:ChiefExecutiveOfficerMember us-gaap:CommonStockMember 2026-04-22 0001953988 HLEO:ConvertibleNotesMember 2024-03-18 0001953988 HLEO:ConvertibleNotesMember 2024-03-17 2024-03-18 0001953988 HLEO:ConvertibleNotesMember 2026-03-22 2026-03-23 0001953988 HLEO:ConvertibleNotesMember 2026-03-23 0001953988 HLEO:ConvertibleNotesMember 2025-11-01 2026-04-30 0001953988 HLEO:ConvertibleNotesMember 2026-04-30 0001953988 HLEO:IndiciaCapitalLLCMember 2025-04-16 0001953988 HLEO:IndiciaCapitalLLCMember 2025-04-15 2025-04-16 0001953988 HLEO:UnsecuredPromissoryNoteMember 2025-04-15 2025-04-16 0001953988 HLEO:JamesByrdMember 2025-04-16 0001953988 HLEO:UnsecuredPromissoryNoteMember 2026-03-22 2026-03-23 0001953988 HLEO:UnsecuredPromissoryNoteMember 2026-04-30 0001953988 us-gaap:RelatedPartyMember 2026-04-30 0001953988 us-gaap:RelatedPartyMember 2025-10-31 0001953988 HLEO:NotesPayable1Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable1Member 2026-04-30 0001953988 HLEO:NotesPayable1Member 2025-10-31 0001953988 HLEO:NotesPayable2Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable2Member 2026-04-30 0001953988 HLEO:NotesPayable2Member 2025-10-31 0001953988 HLEO:NotesPayable3Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable3Member 2026-04-30 0001953988 HLEO:NotesPayable3Member 2025-10-31 0001953988 HLEO:NotesPayable4Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable4Member 2026-04-30 0001953988 HLEO:NotesPayable4Member 2025-10-31 0001953988 HLEO:NotesPayable5Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable5Member 2026-04-30 0001953988 HLEO:NotesPayable5Member 2025-10-31 0001953988 HLEO:NotesPayable6Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable6Member 2026-04-30 0001953988 HLEO:NotesPayable6Member 2025-10-31 0001953988 HLEO:NotesPayable7Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable7Member 2026-04-30 0001953988 HLEO:NotesPayable7Member 2025-10-31 0001953988 HLEO:NotesPayable8Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable8Member 2026-04-30 0001953988 HLEO:NotesPayable8Member 2025-10-31 0001953988 HLEO:NotesPayable9Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable9Member 2026-04-30 0001953988 HLEO:NotesPayable9Member 2025-10-31 0001953988 HLEO:NotesPayable10Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable10Member 2026-04-30 0001953988 HLEO:NotesPayable10Member 2025-10-31 0001953988 HLEO:NotesPayable11Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable11Member 2026-04-30 0001953988 HLEO:NotesPayable11Member 2025-10-31 0001953988 HLEO:NotesPayable12Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable12Member 2026-04-30 0001953988 HLEO:NotesPayable12Member 2025-10-31 0001953988 HLEO:NotesPayable13Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable13Member 2026-04-30 0001953988 HLEO:NotesPayable13Member 2025-10-31 0001953988 HLEO:NotesPayable14Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable14Member 2026-04-30 0001953988 HLEO:NotesPayable14Member 2025-10-31 0001953988 HLEO:NotesPayable15Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable15Member 2026-04-30 0001953988 HLEO:NotesPayable15Member 2025-10-31 0001953988 HLEO:NotesPayable16Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable16Member 2026-04-30 0001953988 HLEO:NotesPayable16Member 2025-10-31 0001953988 HLEO:NotesPayable17Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable17Member 2026-04-30 0001953988 HLEO:NotesPayable17Member 2025-10-31 0001953988 HLEO:NotesPayable18Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable18Member 2026-04-30 0001953988 HLEO:NotesPayable18Member 2025-10-31 0001953988 HLEO:NotesPayable19Member 2025-11-01 2026-04-30 0001953988 HLEO:NotesPayable19Member 2026-04-30 0001953988 HLEO:NotesPayable19Member 2025-10-31 0001953988 HLEO:NotePayableAgreement2Member 2024-03-12 0001953988 HLEO:NotePayableAgreement2Member 2024-03-11 2024-03-12 0001953988 HLEO:NotePayableAgreement4Member 2024-06-20 0001953988 HLEO:NotePayableAgreement4Member 2024-06-19 2024-06-20 0001953988 HLEO:NotePayableAgreement4Member HLEO:MaturesOnJune202026Member 2024-06-20 0001953988 HLEO:NotePayableAgreement4Member 2024-06-19 2026-06-20 0001953988 HLEO:NotePayableAgreement4Member 2023-11-01 2024-10-31 0001953988 HLEO:NotePayableAgreement4Member 2025-07-01 2025-07-02 0001953988 HLEO:NotePayableAgreement5Member 2024-10-07 0001953988 HLEO:NotePayableAgreement5Member 2026-03-22 2026-03-23 0001953988 HLEO:NotePayableAgreement6Member us-gaap:ConvertibleNotesPayableMember 2024-07-31 0001953988 HLEO:NotePayableAgreement6Member us-gaap:ConvertibleNotesPayableMember 2024-07-30 2024-07-31 0001953988 HLEO:NotePayableAgreement6Member us-gaap:ConvertibleNotesPayableMember 2023-11-01 2024-10-31 0001953988 2025-07-01 2025-07-02 0001953988 2025-07-02 0001953988 HLEO:NotePayableAgreement7Member us-gaap:ConvertibleNotesPayableMember 2024-07-31 0001953988 HLEO:NotePayableAgreement7Member us-gaap:ConvertibleNotesPayableMember 2024-07-30 2024-07-31 0001953988 HLEO:NotePayableAgreement7Member 2024-07-31 0001953988 HLEO:NotePayableAgreement7Member 2023-11-01 2024-10-31 0001953988 HLEO:NotePayableAgreement8Member 2025-01-09 0001953988 HLEO:NotePayableAgreement8Member 2025-01-08 2025-01-09 0001953988 HLEO:NotePayableAgreement9Member 2025-02-03 0001953988 HLEO:NotePayableAgreement9Member 2025-02-02 2025-02-03 0001953988 HLEO:NotePayableAgreement12Member 2025-05-19 0001953988 HLEO:NotePayableAgreement12Member 2025-05-18 2025-05-19 0001953988 HLEO:NotePayableAgreement13Member 2025-06-07 2026-06-08 0001953988 HLEO:NotePayableAgreement13Member 2025-06-07 2025-06-08 0001953988 HLEO:NotePayableAgreement13Member 2025-06-07 2025-06-08 0001953988 HLEO:NotePayableAgreement13Member 2025-06-08 0001953988 HLEO:NotePayableAgreement13Member 2026-04-30 0001953988 HLEO:NotePayableAgreement14Member 2025-09-18 0001953988 HLEO:NotePayableAgreement14Member 2025-09-17 2025-09-18 0001953988 HLEO:NotePayableAgreement14Member 2026-04-30 0001953988 HLEO:NotePayableAgreement15Member 2025-09-30 0001953988 HLEO:NotePayableAgreement15Member 2025-09-29 2025-09-30 0001953988 HLEO:NotePayableAgreement15Member 2026-04-30 0001953988 HLEO:NotePayableAgreement16Member 2025-09-30 0001953988 HLEO:NotePayableAgreement16Member 2025-09-29 2025-09-30 0001953988 HLEO:NotePayableAgreement16Member 2026-04-30 0001953988 HLEO:NotePayableAgreement17Member 2025-09-30 0001953988 HLEO:NotePayableAgreement17Member 2025-09-29 2025-09-30 0001953988 HLEO:NotePayableAgreement17Member 2026-04-30 0001953988 HLEO:NotesPayable19Member 2026-01-23 0001953988 HLEO:ConvertibleSeriesDPreferredStockMember 2026-01-22 2026-04-30 0001953988 HLEO:NotesPayableMember 2026-04-30 0001953988 HLEO:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2025-08-26 0001953988 HLEO:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2025-08-25 2025-08-26 0001953988 HLEO:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2026-02-23 2026-02-24 0001953988 HLEO:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2026-03-01 2026-03-02 0001953988 HLEO:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember HLEO:AccruedInterestMember 2026-03-01 2026-03-02 0001953988 HLEO:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2026-03-02 0001953988 HLEO:NotePayableAgreementOneMember us-gaap:ConvertibleNotesPayableMember 2025-12-19 0001953988 HLEO:NotePayableAgreementOneMember us-gaap:ConvertibleNotesPayableMember 2025-12-18 2025-12-19 0001953988 HLEO:NotePayableAgreementTwoMember us-gaap:ConvertibleNotesPayableMember 2025-12-19 0001953988 HLEO:NotePayableAgreementTwoMember us-gaap:ConvertibleNotesPayableMember 2025-12-18 2025-12-19 0001953988 HLEO:NotePayableAgreementThreeMember us-gaap:ConvertibleNotesPayableMember 2025-12-19 0001953988 HLEO:NotePayableAgreementThreeMember us-gaap:ConvertibleNotesPayableMember 2025-12-18 2025-12-19 0001953988 HLEO:NotePayableAgreementFourMember us-gaap:ConvertibleNotesPayableMember 2026-01-12 0001953988 HLEO:NotePayableAgreementFourMember us-gaap:ConvertibleNotesPayableMember 2026-01-11 2026-01-12 0001953988 HLEO:NotePayableAgreementFourMember us-gaap:ConvertibleNotesPayableMember 2026-03-04 2026-03-05 0001953988 HLEO:NotePayableAgreementFiveMember us-gaap:ConvertibleNotesPayableMember 2026-01-14 0001953988 HLEO:NotePayableAgreementFiveMember us-gaap:ConvertibleNotesPayableMember 2026-01-13 2026-01-14 0001953988 2026-01-13 2026-01-14 0001953988 2026-01-14 0001953988 HLEO:NotePayableAgreementSixMember us-gaap:ConvertibleNotesPayableMember 2026-02-06 0001953988 HLEO:NotePayableAgreementSixMember us-gaap:ConvertibleNotesPayableMember 2026-02-03 2026-02-06 0001953988 HLEO:NotePayableAgreementSevenMember us-gaap:ConvertibleNotesPayableMember 2026-02-13 0001953988 HLEO:NotePayableAgreementSevenMember us-gaap:ConvertibleNotesPayableMember 2026-02-12 2026-02-13 0001953988 HLEO:NotePayableAgreementEightMember us-gaap:ConvertibleNotesPayableMember 2026-02-17 0001953988 HLEO:NotePayableAgreementEightMember us-gaap:ConvertibleNotesPayableMember 2026-02-16 2026-02-17 0001953988 HLEO:NotePayableAgreementNineMember us-gaap:ConvertibleNotesPayableMember 2026-02-17 0001953988 HLEO:NotePayableAgreementNineMember us-gaap:ConvertibleNotesPayableMember 2026-02-16 2026-02-17 0001953988 us-gaap:ConvertibleNotesPayableMember 2026-04-30 0001953988 us-gaap:EmbeddedDerivativeFinancialInstrumentsMember 2026-04-30 0001953988 us-gaap:EmbeddedDerivativeFinancialInstrumentsMember 2025-10-31 0001953988 us-gaap:EmbeddedDerivativeFinancialInstrumentsMember 2026-02-01 2026-04-30 0001953988 us-gaap:EmbeddedDerivativeFinancialInstrumentsMember 2025-02-01 2025-04-30 0001953988 HLEO:WarrantDerivativeLiabilityMember 2026-02-01 2026-04-30 0001953988 HLEO:WarrantDerivativeLiabilityMember 2025-02-01 2025-04-30 0001953988 us-gaap:EmbeddedDerivativeFinancialInstrumentsMember 2025-11-01 2026-04-30 0001953988 us-gaap:EmbeddedDerivativeFinancialInstrumentsMember 2024-11-01 2025-04-30 0001953988 HLEO:WarrantDerivativeLiabilityMember 2025-11-01 2026-04-30 0001953988 HLEO:WarrantDerivativeLiabilityMember 2024-11-01 2025-04-30 0001953988 srt:MinimumMember us-gaap:MeasurementInputExercisePriceMember 2026-08-26 0001953988 srt:MaximumMember us-gaap:MeasurementInputExercisePriceMember 2026-08-26 0001953988 srt:MinimumMember us-gaap:MeasurementInputExercisePriceMember 2026-04-30 0001953988 srt:MaximumMember us-gaap:MeasurementInputExercisePriceMember 2026-04-30 0001953988 srt:MinimumMember us-gaap:MeasurementInputConversionPriceMember 2026-08-26 0001953988 srt:MaximumMember us-gaap:MeasurementInputConversionPriceMember 2026-08-26 0001953988 srt:MinimumMember us-gaap:MeasurementInputConversionPriceMember 2026-04-30 0001953988 srt:MaximumMember us-gaap:MeasurementInputConversionPriceMember 2026-04-30 0001953988 srt:MinimumMember us-gaap:MeasurementInputExpectedTermMember 2026-08-26 0001953988 srt:MaximumMember us-gaap:MeasurementInputExpectedTermMember 2026-08-26 0001953988 srt:MinimumMember us-gaap:MeasurementInputExpectedTermMember 2026-04-30 0001953988 srt:MaximumMember us-gaap:MeasurementInputExpectedTermMember 2026-04-30 0001953988 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember 2026-08-26 0001953988 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember 2026-08-26 0001953988 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember 2026-04-30 0001953988 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember 2026-04-30 0001953988 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2026-08-26 0001953988 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2026-08-26 0001953988 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2026-04-30 0001953988 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2026-04-30 0001953988 HLEO:IncomeApproachValuationTechniqueBlackScholesMember HLEO:UnderlyingPriceOnValuationDateMember 2026-08-26 0001953988 HLEO:IncomeApproachValuationTechniqueBlackScholesMember HLEO:EffectiveContractualConversionRatesMember 2026-08-26 0001953988 HLEO:IncomeApproachValuationTechniqueBlackScholesMember HLEO:ContractualTermToMaturityMember 2026-08-26 0001953988 HLEO:IncomeApproachValuationTechniqueBlackScholesMember HLEO:MarketVolatilityMember 2026-08-26 0001953988 HLEO:IncomeApproachValuationTechniqueBlackScholesMember HLEO:RiskAdjustedInterestRateMember 2026-08-26 0001953988 HLEO:EquityPlanMember 2026-04-30 0001953988 HLEO:EquityPlanMember 2025-10-31 0001953988 us-gaap:EmployeeStockOptionMember HLEO:EquityPlanMember 2025-11-01 2026-04-30 0001953988 2023-11-01 2024-10-31 0001953988 2024-11-01 2025-01-31 0001953988 2025-01-31 0001953988 2024-11-01 2025-10-31 0001953988 HLEO:RightOfUseLeaseAssetMember 2026-04-30 0001953988 HLEO:RightOfUseLeaseAssetMember 2025-10-31 0001953988 HLEO:OperatingLeaseLiabilityMember 2026-04-30 0001953988 HLEO:OperatingLeaseLiabilityMember 2025-10-31 0001953988 HLEO:FourCustomersMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-04-30 0001953988 HLEO:FourCustomersMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-10-31 0001953988 us-gaap:CustomerConcentrationRiskMember 2026-02-01 2026-04-30 0001953988 us-gaap:CustomerConcentrationRiskMember 2025-02-01 2025-04-30 0001953988 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember HLEO:GovernmentSourcesMember 2026-02-01 2026-04-30 0001953988 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember HLEO:PrivateCustomerMember 2026-02-01 2026-04-30 0001953988 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember HLEO:GovernmentSourcesMember 2025-02-01 2025-04-30 0001953988 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember HLEO:PrivateCustomerMember 2025-02-01 2025-04-30 0001953988 us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-04-30 0001953988 us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-04-30 0001953988 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember HLEO:GovernmentSourcesMember 2025-11-01 2026-04-30 0001953988 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember HLEO:PrivateCustomerMember 2025-11-01 2026-04-30 0001953988 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember HLEO:GovernmentSourcesMember 2024-11-01 2025-04-30 0001953988 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember HLEO:PrivateCustomerMember 2024-11-01 2025-04-30 0001953988 HLEO:CustomerAMember HLEO:RevenueMember us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-04-30 0001953988 HLEO:CustomerAMember HLEO:RevenueMember us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-10-31 0001953988 HLEO:CustomerBMember HLEO:RevenueMember us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-04-30 0001953988 HLEO:CustomerBMember HLEO:RevenueMember us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-10-31 0001953988 HLEO:CustomerCMember HLEO:RevenueMember us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-04-30 0001953988 HLEO:CustomerCMember HLEO:RevenueMember us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-10-31 0001953988 HLEO:CustomerDMember HLEO:RevenueMember us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-04-30 0001953988 HLEO:CustomerDMember HLEO:RevenueMember us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-10-31 0001953988 HLEO:TotalCustomersMember HLEO:RevenueMember us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-04-30 0001953988 HLEO:TotalCustomersMember HLEO:RevenueMember us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-10-31 0001953988 HLEO:BusinessSegmentMember 2025-11-01 2026-04-30 0001953988 HLEO:ConsultantsMember 2026-02-01 2026-04-30 0001953988 srt:ChiefFinancialOfficerMember 2026-02-01 2026-04-30 0001953988 HLEO:DirectorsMember 2026-02-01 2026-04-30 0001953988 srt:ChiefExecutiveOfficerMember 2025-11-01 2026-01-31 0001953988 HLEO:ConsultantsMember 2025-11-01 2026-01-31 0001953988 2026-03-11 2026-03-12 0001953988 2026-03-12 0001953988 us-gaap:SeriesAPreferredStockMember 2026-04-17 0001953988 us-gaap:SeriesAPreferredStockMember 2026-04-16 2026-04-17 0001953988 us-gaap:SeriesAPreferredStockMember srt:MinimumMember 2026-04-16 2026-04-17 0001953988 us-gaap:SeriesAPreferredStockMember srt:MaximumMember 2026-04-16 2026-04-17 0001953988 HLEO:SeriesAConvertiblePreferredStockMember 2026-02-03 2026-02-06 0001953988 HLEO:SeriesAConvertiblePreferredStockMember 2026-02-06 0001953988 HLEO:SeriesDConvertiblePreferredStockMember 2025-11-01 2026-04-30 0001953988 us-gaap:SeriesDPreferredStockMember 2026-04-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure HLEO:Integer HLEO:Year

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January~~April 3130, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~FOR~~For ~~THE~~the ~~TRANSITION~~transition ~~PERIOD~~period ~~FROM~~ from ______ TO to ______

Commission file number: 000-56774

HELIO CORPORATION ~~(Name of registrant as specified in its charter)~~

(Name of registrant as specified in its charter)

Florida		92-0586004
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2448 Sixth Street
Berkeley, CA 94710

(Address of principal executive offices including zip code)

(510) 545-2666

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act

(Check one):

☐	Large accelerated Filer	☐	Accelerated Filer
☒	Non-accelerated Filer	☒	Smaller reporting company
		☒	Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~March~~June 2712, 2026, there were 2425,~~845~~944,~~965~~ 225 shares of the registrant’s common stock, no par value per share, outstanding.

Table of Contents

PART I—FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 2 Item 3. Quantitative and Qualitative Disclosures About Market Risk 11 Item 4. Controls and Procedures 11 PART II—OTHER INFORMATION 13 Item 1. Legal Proceedings 13 Item 1A. Risk Factors 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13 Item 4. Mine Safety Disclosures 13 Item 5. Other Information 13 Item 6. Exhibits 16 SIGNATURES 17

	Page

PART I—FINANCIAL INFORMATION	1

Item 1. Financial Statements	1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3. Quantitative and Qualitative Disclosures About Market Risk	39

Item 4. Controls and Procedures	39

PART II—OTHER INFORMATION	40

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 5. Other Information	42

Item 6. Exhibits	42

SIGNATURES	43

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The following unaudited interim condensed consolidated financial statements of Helio Corporation (referred to herein as the “Company,”) are included in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (the “SEC”), In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

Helio Corporation

Financial Statements for the Three and Six Months Ended ~~January~~ 31April 30, 2026

Index to the Condensed Consolidated Financial ~~Statements~~ Statements (Unaudited)

		Page No.
Condensed Consolidated Balance Sheets at January 31, 2026 (Unaudited) and October 31, 2025		F-2
Condensed Consolidated Balance Sheets at April 30, 2026 (Unaudited) and October 31, 2025		3
Condensed Consolidated Statements of Operations for the three months ended January 31, 2026 and 2025 (Unaudited)		F-3
Condensed Consolidated Statements of Operations for the three and six months ended April 30, 2026 and 2025 (Unaudited)		4
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three months ended January 31, 2026 and 2025 (Unaudited)		F-4
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three and six months ended April 30, 2026 and 2025 (Unaudited)		5
Condensed Consolidated Statements of Cash Flows for the three months ended January 31, 2026 and 2025 (Unaudited)		F-5
Condensed Consolidated Statements of Cash Flows for the six months ended April 30, 2026 and 2025 (Unaudited)		6
Notes to Condensed Consolidated Financial Statements (Unaudited)		~~F-6~~7

~~F-1~~2

HELIO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	January 31,			October 31,
	April 30,			October 31,
	2026			2025
	(Unaudited)			(Audited)
Assets
Current Assets:
Cash	$	~~282~~464,~~061~~720		$	7,305
Accounts receivable, net		~~182~~394,~~378~~635			489,426
Prepaid expenses and other current assets		5781,~~534~~055			102,143
Total Current Assets		~~521~~940,~~973~~410			598,874
Property and equipment, net		5953,~~060~~395			64,726
Security deposits		7672,~~655~~675			76,655
Right-of-use lease asset, net		484,112			566,361
Right-of-use lease assets, net		399,301			566,361
Total Non-current Assets		~~619~~525,~~827~~371			707,742
TOTAL ASSETS	$	1,141,800		$	1,306,616
Total Assets	$	1,465,781		$	1,306,616
Liabilities and Shareholders’ (Deficit) Equity
LIABILITIES
Liabilities
Current Liabilities:
Accounts payable and accrued expenses	$	~~284~~272,~~574~~911		$	273,936
Accrued compensation		~~878~~690,~~175~~455			930,555
Notes Payable - Related Parties		~~558,178~~–			841,613
Notes payable		1730,~~627,432~~500			1,737,034
Convertible notes payable, net		~~481~~488,~~517~~237			197,798
Derivative liability		~~498~~621,~~690~~423			39,543
Operating lease obligations, current		~~441~~455,~~204~~892			477,956
Total Current Liabilities		43,~~769~~259,~~770~~418			4,498,435
Notes payable - Related Parties, less current portion		-–			495,000
Notes payable, less current portion		~~100~~85,000			150,000
Operating lease obligations, less current portion		~~158~~40,~~749~~185			223,319
Total Non-current Liabilities		~~258~~125,~~749~~185			868,319
Total Liabilities		53,~~028~~384,~~519~~603			5,366,754
Commitments and contingencies (Note 10)		–			–
Shareholders’ (Deficit) Equity
Common stock, no par value, 100,000,000 shares authorized; 23,182,425 and 11,371,966 shares issued and outstanding as of January 31, 2026 and October 31, 2025, respectively		4,819,516			912,369
Series A Convertible Preferred Stock, par value $0.0001, 1,500,000 shares authorized; 175,000 designated; 0 shares issued and outstanding as of April 30, 2026 and October 31,2025 respectively		–			–
Accumulated deficit		(8,706,235	)		(4,972,507	)
Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized; 177,500 designated; 0 shares issued and outstanding as of April 30, 2026 and October 31,2025 respectively		–			–
Total Shareholders’ Deficit		(3,886,719	)		(4,060,138	)
Series D Convertible Preferred Stock, par value $0.0001, 250,000 shares authorized; 250,000 designated; 250,000 and 0 shares issued and outstanding as of April 30, 2026 and October 31, 2025, respectively		25			–
Total Liabilities and Shareholders’ Deficit	$	1,141,800		$	1,306,616
Common stock to be issued; 162,964 and 0 shares		228,150			–
Common stock, no par value, 100,000,000 shares authorized; 25,243,454 and 11,371,966 shares issued and outstanding as of April 30, 2026 and October 31, 2025, respectively		8,105,220			912,369
Additional paid in capital		99,975			–
Accumulated deficit		(10,352,192	)		(4,972,507	)
Total Shareholders’ Deficit		(1,918,822	)		(4,060,138	)
Total Liabilities and Shareholders’ Deficit	$	1,465,781		$	1,306,616

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

~~F-2~~3

HELIO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ~~(UNAUDITED)~~

	For the Three Months Ended
	January 31,			January 31,
	2026			2025
Revenue:
Service fees	$	441,595		$	759,706
Engineering fees		14,421			154,829
Materials		39,534			513,041
Total Revenue		495,550			1,427,576
Costs of revenue		244,863			1,016,848
Gross profit		250,687			410,728
Operating expenses
General and administrative expenses		2,592,256			722,653
Personnel expenses		41,892			158,566
Facilities expense		171,110			210,511
Professional fees		115,277			178,738
Depreciation expense		5,666			5,666
Total Operating Expenses		2,926,201			1,276,134
Operating loss		(2,675,514	)		(865,406	)
Other expense:
Interest expense, net		(164,309	)		(53,736	)
Amortization of debt discount		(61,233	)		-
Change in fair value of derivative liability		(188,792	)		-
Loss on debt extinguishment		(643,880	)		-
Total expense		(1,058,214	)		(53,736	)
Provision for income taxes		-			-
Net loss	$	(3,733,728	)	$	(919,142	)
Basic and diluted net loss per share	$	(0.21	)	$	(0.08	)
Weighted average shares outstanding – basic and diluted		17,475,896			11,263,633

(UNAUDITED)

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


	For the Three Months Ended						For the Six Months Ended
	April 30,			April 30,			April 30,			April 30,
	2026			2025			2026			2025
Revenue:
Service fees	$	352,428		$	835,656		$	794,023		$	1,595,362
Engineering fees		42,733			94,524			57,154			249,353
Materials		62,155			242,080			101,689			755,121
Total Revenue		457,316			1,172,260			952,866			2,599,836
Costs of revenue		334,709			977,895			579,572			1,994,743
Gross profit		122,607			194,365			373,294			605,093

Operating expenses
General and administrative expenses		418,952			742,264			3,011,208			1,464,917
Personnel expenses		30,626			133,678			72,518			292,244
Facilities expense		263,164			189,285			434,274			399,796
Professional fees		260,014			44,081			375,291			222,819
Depreciation expense		5,666			5,666			11,332			11,332
Total Operating Expenses		978,422			1,114,974			3,904,623			2,391,108

Operating loss		(855,815	)		(920,609	)		(3,531,329	)		(1,786,015	)

Other income (expense):
Interest expense, net		(74,744	)		(94,424	)		(239,053	)		(148,160	)
Amortization of debt discount		(383,342	)		–			(444,575	)		–
Change in fair value of derivative liabilities		(130,150	)		–			(318,942	)		–
Gain on extinguishment of derivative liabilities		89,237			–			89,237			–
Loss on modification of debt		(51,480	)		–			(51,480	)		–
Loss on debt extinguishment		(239,663	)		–			(883,543	)		–
Total other income (expense)		(790,142	)		(94,424	)		(1,848,356	)		(148,160	)

Provision for income taxes		–			–			–			–
Net loss	$	(1,645,957	)	$	(1,015,033	)	$	(5,379,685	)	$	(1,934,175	)

Basic and diluted net loss per share	$	(0.07	)	$	(0.09	)	$	(0.26	)	$	(0.17	)

Weighted average shares outstanding – basic and diluted		23,758,674			11,263,633			20,858,117			11,263,633

~~F-3~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~HELIO CORPORATION~~4

~~CONDENSED~~HELIO ~~CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY~~CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (~~UNAUDITED~~DEFICIT) EQUITY

FOR THE THREE AND SIX MONTHS ENDED ~~JANUARY~~APRIL 3130, 2026 AND 2025

	No par-value
	Common Stock				Accumulated
	Shares		Amount		Deficit			Totals
Balances at October 31, 2025		11,371,966	$	912,369	$	(4,972,507	)	$	(4,060,138	)
Stock-based compensation		-	$	32,384		-		$	32,384
Common stock issued for services		4,262,000	$	2,131,600		-		$	2,131,600
Conversion of notes payable and accrued interest		7,398,459	$	1,701,646		-		$	1,701,646
Common stock issued with notes payable		150,000	$	41,517		-		$	41,517
Net loss		-		-	$	(3,733,728	)	$	(3,733,728	)
Balances at January 31, 2026		23,182,425	$	4,819,516	$	(8,706,235	)	$	(3,886,719	)

(UNAUDITED)

	No par-value
		$0.0001 par-value Series B Preferred Stock				No par-value Common Stock					Common Stock to be Issued			Additional Paid-In		Accumulated
	Common Stock				Accumulated
		Shares	Amount			Shares		Amount			Shares	Amount		Capital		Deficit			Total
	Shares		Amount		Deficit			Totals
Balance at October 31, 2025		–	$	–		11,371,966		$	912,369		–	$	–	$	–	$	(4,972,507	)	$	(4,060,138	)
Balances at October 31, 2024		11,263,633	$	339,861	$	(942,036	)	$	(602,175	)
Stock-based compensation		–		–		–			32,384		–		–		–		–			32,384
Stock-based compensation		-		46,497		-			46,497
Common stock issued for services		–		–		4,262,000			2,131,600		–		–		–		–			2,131,600
Net loss		-		-		(919,142	)		(919,142	)
Conversion of notes payable and accrued interest		–		–		7,398,459			1,701,646		–		–		–		–			1,701,646
Balances at January 31, 2025		11,263,633	$	386,358	$	(1,861,178	)	$	(1,474,820	)
Common stock issued with notes payable		–		–		150,000			41,517		–		–		–		–			41,517
Net loss		–		–		–			–		–		–		–		(3,733,728	)		(3,733,728	)
Balance at January 31, 2026		–		–		23,182,425			4,819,516		–		–		–		(8,706,235	)		(3,886,719	)
Stock-based compensation		–		–		–			26,997		–		–		–		–			26,997
Extinguishment of debt and accrued interest by shareholder		–		–		–			879,163		–		–		–		–			879,163
Sale of common stock		–		–		863,536			946,500		–		–		–		–			946,500
Common stock subscribed		–		–		–			–		162,964		228,150		–		–			228,150
Common stock issued for services		–		–		571,000			274,932		–		–		–		–			274,932
Conversion of convertible notes payable and accrued interest		–		–		127,712			279,689		–		–		–		–			279,689
Conversion of notes payable		–		–		149,979			427,440		–		–		–		–			427,440
Cashless exercise of warrants		–		–		263,198			391,437		–		–		–		–			391,437
Exercise of stock options		–		–		52,604			8,066		–		–		–		–			8,066
Common Stock issued with debt modification		–		–		33,000			51,480		–		–		–		–			51,480
Conversion of notes payable into Series D Convertible Preferred Stock		250,000		25		–			–		–		–		99,975		–			100,000
Net loss		–		25		–			–		–		–		–		(1,645,957	)		(1,645,957	)
Balance at April 30, 2026		250,000	$	–		25,243,454		$	8,105,220		162,964	$	228,150	$	99,975	$	(10,352,192	)	$	(1,918,822	)

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

~~F-4~~5

HELIO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended January 31,
	For the Six Months Ended April 30,
	2026			2025
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss	$	(35,~~733~~379,~~728~~685	)	$	(~~919~~1,~~142~~934,175	)
Adjustments to reconcile net loss to net cash (used in) operating activities
Depreciation and amortization		511,~~666~~331			511,~~666~~332
Credit loss expense		5,990			-
Stock-based compensation		59,381			87,754
Stock-based compensation		32,384			46,497
Common stock issued for services		2,406,532			–
Common stock issued for services		2,131,600			-
Loss on debt extinguishment		883,543			–
Loss on extinguishment of debt		643,880
Loss on modification of debt		51,480			–
Amortization of debt discount		61,233			-
Gain on extinguishment of derivative liabilities		(89,237	)		–
Right of use asset amortization		82,249			100,019
Amortization of debt discount		444,575			–
Change in fair value of derivative liability		188,792			-
Right of use asset amortization		167,060			200,038
Change in fair value of derivative liabilities		318,942			–
Changes in assets and liabilities
Accounts receivable		~~301~~94,~~058~~791			~~236~~381,~~569~~349
Prepaid expenses and other current assets		4421,~~609~~088			(1413,~~633~~102	)
Work in progress		-–			~~191~~174,~~683~~537
Accounts payable and accrued expenses		99,350			32,502
Security Deposits		3,980			–
Accrued compensation		(52,380	)		(81,590	)
Accounts payable and accrued expenses		132,077			100,235
Operating lease obligations		(101,322	)		(99,331	)
Accrued compensation		(240,100	)		(33,125	)
Net cash (used in) operating activities		(290,619	)		(501,760	)
Operating lease obligations		(205,198	)		(201,165	)
Net cash (used in) operating activities		(1,319,440	)		(1,226,322	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		100,000			50,000
Sale of common stock		1,174,650			–
Proceeds from convertible notes payable		559,762			-
Proceeds from notes payable		100,000			150,000
Proceeds from notes payable - Related party		187,715			-
Proceeds from notes payable - related parties		213,119			545,000
Repayment of notes payable		(259,602	)		-
Proceeds from convertible notes payable		1,190,866			–
Repayment of notes payable - related parties		(22,500	)		-
Repayment of notes payable		(457,034	)		–
Net cash provided by financing activities		565,375			50,000
Repayment of convertible notes payable		(420,263	)		–
NET INCREASE (DECREASE) IN CASH		274,756			(451,760	)
Repayment of notes payable - related parties		(32,549	)		(4,531	)
Exercise of stock options		8,066			–
Net cash provided by financing activities		1,776,855			690,469
NET INCREASE (DECREASE) IN CASH		457,415			(535,853	)
CASH - BEGINNING OF PERIOD		7,305			551,552
CASH - END OF PERIOD	$	~~282~~464,~~061~~720		$	9915,~~792~~699
CASH PAID DURING THE PERIOD FOR:
Interest expense	$	~~101~~161,~~817~~274		$	582,~~894~~024
Income taxes	$	-–		$	-–
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of notes payable (related party) and accrued interest into common stock	$	1,701,646		$	-
Conversion of notes payable and accrued interest into common stock	$	2,408,775		$	–
Common stock issued with notes payable	$	41,517		$	-
Conversion of notes payable into Series D Convertible Preferred Stock	$	100,000		$	–
Derivative liabilities, assumed	$	270,355		$	-
Common stock issued with notes payable	$	41,517		$	–
Debt discounts obtained	$	(364,934	)	$	-
Transfer from notes payable, related party to notes payable	$	220,500		$	–
To record derivative liability	$	743,612		$	–
To record debt discounts	$	785,131		$	–
Cashless exercise of warrants		391,437			–
Extinguishment of debt and accrued interest by shareholder		879,163			–

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

~~F-5~~6

HELIO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~January~~April 3130, 2026

(UNAUDITED)

NOTE 1: BUSINESS

Helio Corporation (the “Company” or “Helio”) is an aerospace technology, engineering, and research and development (R&D) holding company serving commercial, government, and non-profit organizations. Heliospace Corporation (“Heliospace”), the Company’s wholly-owned subsidiary, is an aerospace company specializing in the design, engineering, assembly and test of space flight qualified hardware, providing systems engineering, modeling, analysis, integration and test services for space missions. Heliospace was incorporated on March 6, 2018 in Delaware. The Company’s products include aerospace related hardware, systems, and services for customers such as NASA, universities, and private space companies. The customer base ranges from NASA and foreign space agencies to private companies, foundations, universities, and non-profits.

Heliospace designs, fabricates, assembles and ~~tests~~ tests space qualified hardware, including radar antennas for the NASA Europa Clipper mission, antennas for the SunRISE CubeSat constellation, and deployable systems and sensors for numerous lunar landers and the Mars Sample Return program. Heliospace also provides systems engineering, integration and test, and mission formulation services, including support for the design, testing, and launch of the James Webb Space Telescope, formulation and design of the Roman Space Telescope, Habworlds Observatory, Mars Sample Return, and the Atmospheric Observing System. Our support of science and technology missions is currently well established with our hardware and service lines; we are now expanding these offerings into larger integrated solutions in the form of Space Based Solar Power, pursuing large addressable markets which we believe have significant revenue growth potential.

Change-in-control Transaction

On October 3, 2022, Helio was incorporated in Florida, under the name Stirling Bridge Group, Inc. In May of 2023, the Company changed its name to Web3 Corporation. In January 2024, the Company acquired 100% of Heliospace’s common stock shares in exchange for 9,795,733 newly issued shares of common stock of the Company (the “Share Exchange”), and changed its name from Web3 Corporation to the Helio Corporation. The Company’s principal executive offices are located at 2448 Sixth Street, Berkeley, CA 94710. The transaction was accounted for as a recapitalization of Heliospace as Heliospace was deemed the accounting acquirer. The historical financial statements are that of Heliospace; therefore the pre-transaction financial statements are that of Heliospace. The transaction was effective on January 4, 2024 and combines the financial statements from the transaction date forward.

Liquidity

~~The~~During ~~Company~~the ~~has~~year ~~historically~~ended ~~funded~~October ~~its~~31, ~~working~~2025 and the ~~capital~~six months ended April 30, ~~research~~2026, ~~and~~the ~~development~~Company ~~and~~entered ~~capital~~into ~~expenditure~~additional ~~requirements~~debt and ~~other~~equity ~~commitments~~financings ~~(including~~to ~~debt~~obtain ~~service~~additional ~~and~~funding ~~repayment)~~(see ~~from~~Note ~~its~~5, ~~operating~~6 ~~cash~~and ~~flows,~~13). ~~debt~~Additional financing, ~~and~~or ~~issuances~~capital ofinvestment ~~equity.~~will ~~The~~be ~~Company~~necessary ~~has~~to ~~historically~~sustain ~~experienced~~operations ~~negative~~for ~~cash~~one ~~flows~~year from ~~operations~~the issuance of these ~~and~~condensed ~~recurring~~consolidated ~~net~~financial ~~losses~~statements.

During the year ended October 31, 2025 and the ~~three~~ six months ended ~~January~~April 3130, 2026, the Company entered into additional note payable agreements and convertible note agreements to obtain ~~additional~~ additional funding (see Note 5 and 6). Additional financing or capital investment will be necessary to sustain operations for one year from the issuance of these condensed consolidated financial statements.

The Company is currently engaged in negotiations with prospective lenders regarding potential bridge financing arrangements, and potential investors for the purchase of convertible notes or equity investments. These discussions are ongoing, and there can be no assurance that the Company will enter into definitive agreements or that any such financing will be completed on favorable terms or at all.7

~~F-6~~The Company is currently engaged in negotiations with prospective lenders regarding potential bridge financing arrangements, and potential investors for the purchase of convertible notes or equity investments. These discussions are ongoing, and there can be no assurance that the Company will enter into definitive agreements or that any such financing will be completed on favorable terms or at all.

If completed, the Company expects to use the net ~~proceeds~~ proceeds from investments and bridge financing to repay certain outstanding promissory notes and to support key operational initiatives. ~~These~~ These include investments in research and development, expansion of sales, marketing, and business development activities, facility and ~~infrastructure~~ infrastructure enhancements, manufacturing improvements, and other general corporate purposes, including working capital and upgrades to the Company’s financial and contract management systems. The Company will need to raise substantial additional capital to accomplish its business plan for the foreseeable future. There can be no assurance as to the availability, if any, or terms upon which such financing and capital might be available in the future.

~~The~~As of April 30, 2026, the Company ~~will~~has ~~need~~outstanding debt from unrelated parties pursuant to ~~raise~~notes ~~substantial~~payable ~~additional~~in the aggregate principal amount of $815,500 and convertible notes payable in the ~~capital~~amount toof ~~accomplish~~$1,032,692. ~~its~~The ~~business~~remaining ~~plan~~notes ~~for~~bear interest ranging from 9.75% and 12.00% and mature within the ~~foreseeable~~next ~~future~~two fiscal years. Certain ~~There~~of ~~can~~these benotes nowere ~~assurance~~initially asconvertible but were amended to eliminate the ~~availability~~conversion features in consideration of the issuance by the Company and/or the transfer by certain shareholders of shares of the Company’s common stock (See Note 5). Interest on these notes either accrues or is paid quarterly or at maturity along with principal, ifas specifically described in the note. Upon the occurrence and during the continuance of any default by the Company under any of the above notes, orwhich ~~terms~~default is not cured within fifteen (15) ~~upon~~days ~~which~~following written notice of such ~~financing~~default from the payee, the payee may declare the entire unpaid principal and ~~capital~~unpaid ~~might~~interest beimmediately due ~~available~~and inpayable. Certain of these notes are secured by the ~~future~~Company’s accounts receivable, and by shares of common stock pledged by one of the Company’s shareholders. In addition, certain of these notes become due, and the payees under certain of these notes have the right to accelerate their notes, upon the completion of an offering.

~~The~~Because ~~Company~~of ~~has~~historical ~~outstanding~~and ~~unsecured~~expected ~~notes~~operating ~~to certain related parties~~losses ~~with~~and annet ~~aggregate~~operating ~~outstanding~~cash ~~principal~~flow ~~balance of $558~~deficits,~~178~~ asthere ofis ~~January~~substantial ~~31,~~doubt ~~2026,~~about the ~~proceeds~~Company’s ofability ~~which~~to ~~were~~continue ~~used~~as toa ~~meet~~going ~~working~~concern ~~capital~~for ~~and~~one ~~cash~~year ~~flow~~from ~~management~~the ~~needs.~~issuance Ofof the ~~aggregate~~condensed ~~outstanding~~consolidated ~~principal~~financial ~~balance,~~statements. ~~$358,178~~The ~~are~~condensed ~~non-interest~~consolidated ~~bearing~~financial ~~and~~statements ~~$200,000~~have ~~are interest~~been ~~bearing~~prepared ~~with~~under ~~rates~~the atgoing ~~9.75%~~concern ~~per~~basis ~~annum~~of accounting. ~~$200,000~~These ofcondensed ~~the~~consolidated ~~principal~~financial isstatements indo ~~default~~not asinclude ofany ~~January~~adjustments that ~~31,~~might ~~2026,~~be ~~the~~necessary ~~remaining~~from ~~$358,178~~the isoutcome ~~due~~of ~~on demand~~this uncertainty.

AsNOTE of2: ~~January~~SUMMARY ~~31,~~OF ~~2026,~~SIGNIFICANT ~~the~~ACCOUNTING Company has outstanding debt from unrelated parties pursuant to notes payable in the aggregate principal amount of $1,727,432 and convertible notes payable in the amount of $481,517. Of the notes, there is a $100,000 note that is non-interest bearing and is due on demand. The remaining notes bear interest ranging from 9.75% and 50.00% and mature within the next two fiscal years. Certain of these notes were initially convertible but were amended to eliminate the conversion features in consideration of the issuance by the Company and/or the transfer by certain shareholders of shares of the Company’s common stock (See Note 5). Interest on these notes either accrues or is paid quarterly or at maturity along with principal, as specifically described in the note. Upon the occurrence and during the continuance of any default by the Company under any of the above notes, which default is not cured within fifteen (15) days following written notice of such default from the payee, the payee may declare the entire unpaid principal and unpaid interest immediately due and payable. Certain of these notes are secured by the Company’s accounts receivable, and by shares of common stock pledged by one of the Company’s shareholders. In addition, certain of these notes become due, and the payees under certain of these notes have the right to accelerate their notes, upon the completion of an offering.POLICIES

~~Because~~Basis of ~~historical~~Presentation and expected operating losses and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the condensed consolidated financial statements. The condensed consolidated financial statements have been prepared under the going concern basis of accounting. These condensed consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.Consolidation

~~NOTE~~The 2:accompanying ~~SUMMARY~~unaudited OFcondensed ~~SIGNIFICANT~~consolidated financial ~~ACCOUNTING~~statements ~~POLICIES~~have been prepared pursuant to U.S. generally accepted accounting principles (“U.S. GAAP) and reflect all adjustments which are, in the opinion of management, necessary to a fair presentation of the results of the interim periods presented, under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements include all adjustments consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The condensed consolidated financial statements include the accounts of Helio Corporation and its wholly-owned subsidiary Heliospace. The Company’s condensed consolidated financial statements reflect the elimination of all significant inter-company accounts and transactions. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending October 31, 2026. Certain information and note disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes prepared in accordance with U.S. GAAP have been condensed in, or omitted from, these interim financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes to the consolidated financial statements for the fiscal year ended October 31, 2025 included in the Company’s financial statements as part of the Company’s 10K filed on February 17, 2026.

~~Basis of Presentation and Consolidation~~8

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to U.S. generally accepted accounting principles (“U.S. GAAP) and reflect all adjustments which are, in the opinion of management, necessary to a fair presentation of the results of the interim periods presented, under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements include all adjustments consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The condensed consolidated financial statements include the accounts of Helio Corporation and its wholly-owned subsidiary Heliospace. The Company’s condensed consolidated financial statements reflect the elimination of all significant inter-company accounts and transactions. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending October 31, 2026. Certain information and note disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes prepared in accordance with U.S. GAAP have been condensed in, or omitted from, these interim financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and related notes to the consolidated financial statements for the fiscal year ended October 31, 2025 included in the Company’s financial statements as part of the Company’s 10K filed on February 17, 2026Reclassification

~~F-7~~Certain reclassifications have been made to prior periods for comparative presentation purposes only.

~~Reclassification~~Cash and Cash Equivalents

~~Certain~~For ~~reclassifications~~the ~~have~~purposes ~~been~~of ~~made~~the condensed consolidated statements of cash flows, the Company considers all highly liquid investments purchased with a maturity of three (3) months or less to ~~prior~~be cash ~~periods~~equivalents. ~~for~~The ~~comparative~~Company ~~presentation~~has ~~purposes~~no ~~only~~cash equivalents as of April 30, 2026 and October 31, 2025.

Cash ~~and~~accounts ~~Cash~~are ~~Equivalents~~insured at the Federal Deposit Insurance Corporation limits of $250,000 per bank. At times throughout the year, such bank balances may have exceeded the federally insured limit. As of April 30, 2026, there were $164,299 in bank balances in excess of the federally insured limit.

~~For~~Work ~~the~~In purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid investments purchased with a maturity of three (3) months or less to be cash equivalents. The Company has no cash equivalents as of January 31, 2026 and October 31, 2025.Progress

~~Cash~~Work ~~accounts~~In ~~are~~Progress ~~insured~~(WIP) attracks the ~~Federal~~costs ~~Deposit~~incurred of ~~Insurance~~a ~~Corporation~~specific ~~limits~~job ofthat ~~$250,000~~has ~~per~~not ~~bank.~~reached Ata ~~times~~certain ~~throughout~~milestone achievement. This is the ~~year,~~computed ~~such~~value ~~bank~~of ~~balances~~work ~~may~~performed to advance milestone(s) that have ~~exceeded~~not ~~the~~yet ~~federally~~been ~~insured limit~~billed and is used to track total job cost (billed and unbilled). AsRevenue of ~~January~~WIP ~~31,~~is ~~2026,~~only ~~there~~recognized ~~were~~for nospecific ~~bank~~milestones that ~~balances~~are indistinct ~~excess~~contractual ofperformance obligations that provide identifiable benefits to the ~~federally~~customer ~~insured~~independently ~~limit~~of other project phases.

~~Work~~Accounts InReceivable, ~~Progress~~net

~~Work~~Accounts Inreceivables ~~Progress~~are ~~(WIP)~~recorded ~~tracks~~at the ~~costs~~amount ~~incurred~~the ofCompany aexpects ~~specific~~to ~~job~~collect ~~that~~on ~~has~~the ~~not~~balance ~~reached~~outstanding at period-end. Management closely monitors outstanding balances during the year and allocates an allowance account if appropriate. The Company estimates and records a ~~certain~~credit ~~milestone~~loss ~~achievement~~expense related to its financial instruments, including its accounts receivables. ~~This~~The isCompany considers historical collection rates, the ~~computed~~current ~~value~~financial status of ~~work~~its ~~performed~~customers, macroeconomic tofactors, ~~advance~~and ~~milestone(s)~~other industry-specific ~~that have~~factors ~~not~~when ~~yet~~evaluating ~~been~~for ~~billed~~current ~~and~~expected credit losses. Forward-looking information is ~~used~~also toconsidered ~~track~~in ~~total~~the ~~job~~evaluation ~~cost~~of ~~(billed~~current ~~and~~expected ~~unbilled)~~credit losses. ~~Revenue~~However, because of ~~WIP~~the isshort ~~only~~time ~~recognized~~to ~~for~~the ~~specific~~expected ~~milestones~~receipt of accounts receivable, the Company believes that ~~are~~the ~~distinct~~carrying ~~contractual~~value, ~~performance~~net ~~obligations~~of ~~that~~expected ~~provide~~losses, ~~identifiable~~approximates ~~benefits~~fair tovalue ~~the~~and ~~customer~~therefore, ~~independently~~relies more on historical and current analysis of ~~other~~such ~~project~~financial instruments. Based on this analysis, the Company has determined that no allowance ~~phases~~for credit losses is necessary for the current or prior reporting periods.

As of April 30, 2026 and October 31, 2025, there was no amount recorded relating to the allowance for credit losses. The Company writes off bad debts as they occur during the year, if applicable. During the three and six months ended April 30, 2026 and 2025, there was no bad debt expense recorded. Accounts ~~Receivable~~receivable as of April 30, ~~net~~2026 and October 31, 2025 was $394,635 and $489,426, respectively.

~~Accounts~~Property ~~receivables are recorded at the amount the Company expects to collect on the balance outstanding at period-end. Management closely monitors outstanding balances during the year~~ and ~~allocates an allowance account if appropriate. The Company estimates and records a credit loss expense related to its financial instruments~~Equipment, ~~including~~ its accounts receivables. The Company considers historical collection rates, the current financial status of its customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, the Company believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments. Based on this analysis, the Company has determined that no allowance for credit losses is necessary for the current or prior reporting periods.

AsProperty ofand ~~January~~equipment ~~31,~~is ~~2026~~stated ~~and~~at ~~October~~cost. ~~31,~~Depreciation is ~~2025,~~computed ~~there~~primarily ~~was~~using nothe ~~amount~~straight-line method ~~recorded relating~~over to the ~~allowance~~estimated ~~for~~useful ~~credit~~lives ~~losses~~of the assets. ~~The~~Expenditures ~~Company~~for ~~writes~~repairs ~~off~~and maintenance ~~bad~~are ~~debts~~charged to expense as ~~they~~incurred. ~~occur~~For ~~during~~assets ~~the~~sold ~~year,~~or ifotherwise ~~applicable.~~disposed ~~During~~of, the cost and related accumulated depreciation ~~three~~are ~~months~~removed ~~ended~~from ~~January~~the 31accounts, ~~2026~~ and ~~2025,~~any ~~the~~related ~~Company~~gain ~~recorded~~or ~~bad~~loss ~~debt~~is ~~expense~~reflected in the ~~amount~~condensed consolidated statements of ~~$5,990~~operations ~~and~~during the ~~$0,~~period ~~respectively.~~in ~~Accounts receivable~~which asthe ofdisposal ~~January~~occurred. ~~31,~~The ~~2026~~Company ~~and~~computes ~~October~~depreciation ~~31,~~utilizing ~~2025~~estimated ~~was~~useful ~~$182~~lives,~~378~~ ~~and~~as ~~$489,426,~~stated ~~respectively.~~ below:

Property and Equipment, net

Schedule of estimated useful lives
Property and Equipment, net Categories		Estimated Useful Life
Furniture and equipment		10 Years

~~Property~~Management ~~and~~regularly ~~equipment~~reviews isproperty ~~stated~~and ~~at cost. Depreciation is computed~~equipment ~~primarily~~for ~~using~~possible ~~the straight-line method over the estimated useful lives of the assets~~impairment. ~~Expenditures~~This ~~for~~review ~~repairs~~occurs ~~and~~annually ~~maintenance are~~or ~~charged~~more tofrequently ~~expense~~if asevents ~~incurred.~~or ~~For~~changes ~~assets~~in ~~sold~~circumstances orindicate ~~otherwise~~the ~~disposed~~carrying amount of, the ~~cost~~asset ~~and~~may ~~related~~not ~~accumulated~~be ~~depreciation~~recoverable. ~~are~~Based ~~removed from~~on ~~the~~management’s ~~accounts~~assessment, ~~and~~there ~~any~~were ~~related~~no ~~gain~~indicators orof ~~loss~~impairment ~~is reflected in the condensed consolidated statements~~ of ~~operations during~~ the ~~period~~Company’s inproperty ~~which~~and ~~the~~equipment ~~disposal~~as ~~occurred.~~of ~~The~~April ~~Company~~30, ~~computes~~2026 ~~depreciation~~or ~~utilizing~~October ~~estimated~~31, ~~useful lives~~2025, ~~as stated below:~~respectively.

Property and Equipment, net Categories		Estimated Useful Life
Furniture and equipment		10 Years

~~Management~~Use ~~regularly reviews property and equipment for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount~~ of the asset may not be recoverable. Based on management’s assessment, there were no indicators of impairment of the Company’s property and equipment as of January 31, 2026 or October 31, 2025, respectively.Estimates

~~F-8~~The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

~~Use~~Fair ofValue ~~Estimates~~Measurements

~~The~~Accounting ~~preparation~~Standards ofCodification ~~condensed consolidated financial~~(“ASC”) 820 ~~statements~~Fair inValue ~~conformity~~Measurements ~~with~~defines ~~GAAP~~fair ~~requires~~value, ~~management~~establishes toa ~~make~~framework ~~estimates~~for ~~and~~measuring ~~assumptions~~fair ~~that~~value ~~affect~~in ~~certain~~GAAP ~~reported amounts of assets~~ and ~~liabilities~~expands ~~and~~ disclosure ~~of contingent assets and liabilities, if any at the date of the condensed consolidated financial statements~~about ~~and~~fair ~~the~~value ~~reported amounts of revenues and expenses during the reporting period~~measurements. ~~Accordingly, actual results could differ from those estimates.~~

~~Fair~~The ~~Value~~following ~~Measurements~~provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Accounting Standards Codification (“ASC”) 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosure about fair value measurements.

	Level 1 —	fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

	Level 2 —	fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

	Level 3 —	fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

~~The~~Fair ~~following~~value ~~provides~~estimates andiscussed ~~analysis~~herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments ~~that~~approximated ~~are~~their ~~measured~~fair ~~subsequent~~values due to ~~initial~~the ~~recognition~~short-term nature atof ~~fair~~these ~~value~~instruments. These financial instruments include cash, ~~grouped~~short-term notes ~~into~~payable, ~~Levels~~accounts 1payable toand 3accrued ~~based~~expenses. onThe ~~the~~carrying ~~degree~~value toof ~~which~~long-term debt approximates fair value, isas ~~observable:~~the fixed interest rates approximate current market rates.

	Level 1 —	fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);
	Level 2 —	fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
	Level 3 —	fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at April 30, 2026 and October 31, 2025.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, short-term notes payable, accounts payable and accrued expenses. The carrying value of long-term debt approximates fair value, as the fixed interest rates approximate current market rates.

April 30, 2026

October 31, 2025

Description

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

Liabilities

Embedded derivative liabilities

–

621,423

–

39,543

~~The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at January 31, 2026 and October 31, 2025.~~10

	January 31, 2026						October 31, 2025
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
Embedded derivative liability	$	—		—	$	228,759	$	—		—	$	39,543
Warrant derivative liability	$	—		—	$	269,931	$	—		—	$	—

Revenue Recognition

~~Convertible~~The ~~Debentures~~Company records revenue based on a five-step model in accordance with the Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers, which requires the following:

~~The~~1. ~~Company~~Identify ~~adheres to~~ the ~~guidance~~contract ~~in Accounting Standards~~with ~~Updated~~a ~~(“ASU”)~~customer. ~~2020-06, Accounting~~2. ~~for~~Identify ~~Convertible~~the ~~Instruments~~performance ~~and~~obligations ~~Contracts~~ in anthe ~~Entity’s~~contract. ~~Own Equity~~3. ~~ASU~~ ~~2020-06~~Determine ~~simplifies~~the antransaction ~~issuer’s~~price ~~accounting~~of ~~for~~the ~~convertible~~contract. ~~instruments~~4. ~~and~~Allocate ~~its~~the ~~application~~transaction ofprice to the ~~derivatives~~performance ~~scope~~obligations ~~exception for contracts~~ in ~~its~~the ~~own~~contract. ~~equity~~5. ~~Additionally,~~Recognize ~~ASU~~revenue ~~2020-06~~when ~~removes~~ the ~~requirements~~performance ~~for~~obligations ~~accounting~~are ~~for~~met ~~beneficial~~or ~~conversion features~~delivered.

~~F-9~~The Company’s operating revenues are primarily generated from service fees, engineering fees, and materials fees. The Company uses two different types of contracts which are deliverable based or time based. The Company recognizes revenue related to services when performance obligations are fulfilled.

~~Revenue~~Design ~~Recognition~~service contracts deliver system engineering inputs including designs, analyses, test and verification plans, and mission formulation architectures on a continual basis over the course of a contract. Customer work is based on distinct identifiable contracts with clear performance obligations, objectives, and pricing. Service revenue contract types are either Time & Materials (T&M) or Purchase Order (PO) contracts. Time & Materials contracts meet performance obligations continuously and are billed with revenue recognized at each invoice. PO contracts are billed at fulfillment of a performance obligation based on the customer agreements, and thus revenue is recognized when the performance obligations are satisfied.

~~The~~Engineering ~~Company~~services ~~records~~deliver ~~revenue~~both ~~based~~space onqualified hardware aand ~~five~~accompanying analyses, and are conducted under Cost-~~step~~type, Fixed price, PO, and T&M contracts. Cost-type ~~model~~and T&M inEngineering ~~accordance~~contracts ~~with~~are ~~the~~billed ~~Financial~~monthly ~~Accounting~~as ~~Standards~~work ~~Board~~is ~~(“FASB”)~~completed ~~ASC 606~~and revenue is recognized. Revenue for fixed price contracts including purchase orders that specify priced milestones for delivery of hardware, reports, or analyses is recognized upon completion of a specific milestone. Revenue ~~from~~on ~~Contracts~~fixed ~~with~~price ~~Customers~~contracts that are still in progress at month end are otherwise recognized on the percentage-of-completion method, ~~which~~measured ~~requires~~by the ~~following:~~percentage of total costs incurred to date to the estimated total costs for each contract.

1.Income ~~Identify the contract with a customer.~~Taxes

2.The ~~Identify~~Company accounts for income taxes under the ~~performance~~provisions of ASC ~~obligations~~740 Accounting infor Income Taxes, which requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the ~~contract~~reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

3Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. ~~Determine~~Deferred income taxes are also recognized for carry-forward losses which can be utilized to offset future taxable income. A valuation allowance is recognized when, based on the ~~transaction~~weight ~~price~~of all available evidence, it is considered more likely than not that all, or some portion, of the ~~contract~~net deferred tax assets will not be realized. The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and cause a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income. Income tax expense is comprised of the sum of current income tax plus the change in deferred tax assets and liabilities.

~~4. Allocate the transaction price to the performance obligations in the contract.~~11

5.Earnings ~~Recognize~~(loss) ~~revenue~~Per ~~when the performance obligations are met or delivered.~~Share

~~The~~Basic ~~Company’s~~net ~~operating~~(loss) ~~revenues~~income ~~are~~per ~~primarily~~common share is computed ~~generated~~by ~~from~~dividing ~~service~~net ~~fees~~(loss) income by the weighted average number of common shares outstanding during the period. Diluted net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of outstanding common shares, ~~engineering~~plus ~~fees~~the net impact of common shares (computed using the treasury stock method), ~~and~~if ~~materials~~dilutive, ~~fees~~resulting from the exercise of dilutive securities. In ~~The~~periods ~~Company~~when ~~uses~~losses ~~two~~are ~~different~~reported, ~~types~~the weighted-average number of ~~contracts~~common ~~which~~shares ~~are~~outstanding ~~deliverable~~excludes common stock equivalents ~~based~~because ortheir ~~time~~inclusion ~~based~~would be anti-dilutive. ~~The~~As of April 30, 2026 and 2025, the Company ~~recognizes~~excluded ~~revenue~~the ~~related~~common stock equivalents summarized below, which entitle the holders thereof to ~~services~~ultimately ~~when~~acquire ~~performance~~shares ~~obligations~~of ~~are~~common ~~fulfilled~~stock, from its calculation of earnings (loss) per share, as their effect would have been anti-dilutive.

Design service contracts deliver system engineering inputs including designs, analyses, test and verification plans, and mission formulation architectures on a continual basis over the course of a contract. Customer work is based on distinct identifiable contracts with clear performance obligations, objectives, and pricing. Service revenue contract types are either Time & Materials (T&M) or Purchase Order (PO) contracts. Time & Materials contracts meet performance obligations continuously and are billed with revenue recognized at each invoice. PO contracts are billed at fulfillment of a performance obligation based on the customer agreements, and thus revenue is recognized when the performance obligations are satisified.

Schedule of antidilutive securities
	April 30,
	2026		2025
Stock options		1,615,129		1,422,307
Convertible notes payable		5,188,200		–
Total common stock equivalents		6,803,329		1,422,307

Engineering services deliver both space qualified hardware and accompanying analyses, and are conducted under Cost-type, Fixed price, PO, and T&M contracts. Cost-type and T&M Engineering contracts are billed monthly as work is completed and revenue is recognized. Revenue for fixed price contracts including purchase orders that specify priced milestones for delivery of hardware, reports, or analyses is recognized upon completion of a specific milestone. Revenue on fixed price contracts that are still in progress at month end are otherwise recognized on the percentage-of-completion method, measured by the percentage of total costs incurred to date to the estimated total costs for each contract.Leases

~~Income~~The ~~Taxes~~Company accounts for leases based on ASC Topic 842, Leases. Based on this standard, the Company determines if an agreement is a lease at inception. Operating leases are included in right-of-use lease asset, current operating lease obligations, and operating lease obligations, in the Company’s condensed consolidated balance sheets.

~~The~~As ~~Company~~permitted ~~accounts for income taxes~~ under ~~the provisions of ASC 740~~ Accounting ~~for~~Standards ~~Income~~Updated ~~Taxes,~~(“ASU”) ~~which~~2016-02 Leases ~~requires~~(Topic a842) ~~company~~the toCompany ~~first~~has ~~determine~~made ~~whether~~an itaccounting ispolicy ~~more likely~~election ~~than~~ not ~~(which~~to isapply ~~defined~~the asrecognition aprovisions ~~likelihood~~ of ~~more~~ASU 2016-02 to short ~~than~~term ~~fifty~~leases ~~percent)~~(leases ~~that~~with a ~~tax~~lease ~~position~~term ~~will~~12 months beor ~~sustained~~less ~~based~~that ondo ~~its~~not ~~technical merits~~include asan ofoption ~~the~~to ~~reporting~~purchase ~~date, assuming that taxing authorities will examine~~ the ~~position~~underlying ~~and~~asset ~~have full knowledge of all relevant information.~~that Athe ~~tax~~lessee ~~position that meets this more likely than not threshold~~ is ~~then~~reasonably ~~measured~~certain ~~and~~to ~~recognized~~exercise); atinstead, the ~~largest~~Company ~~amount~~will ofrecognize ~~benefit~~the ~~that~~lease ~~is greater~~payments ~~than~~for ~~fifty~~short ~~percent~~term ~~likely~~leases toon bea ~~realized~~straight-line basis over ~~upon~~the ~~effective~~lease ~~settlement with a taxing authority~~term.

~~Deferred~~Research ~~income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets~~ and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred income taxes are also recognized for carry-forward losses which can be utilized to offset future taxable income. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the net deferred tax assets will not be realized. The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and cause a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income. Income tax expense is comprised of the sum of current income tax plus the change in deferred tax assets and liabilities.Development

FResearch and development costs are expensed as incurred. These costs include, but are not limited to, employee related expenses, including salaries, benefits and stock-10based compensation of research and development personnel, supplies, facilities, depreciation and other expenses, which include direct and allocated expenses for rent, utilities and insurance. During the six months ended April 30, 2026 and 2025, the company recorded $11,120 and $168,351 in research and development costs, respectively. During the three months ended April 30, 2026 and 2025, the company recorded $670 and $110,607 in research and development costs, respectively. Research and development costs are categorized in the general and administrative expense section of the condensed consolidated statements of operations.

~~Earnings~~Stock ~~(loss)~~based-Based ~~Per Share~~Compensation

~~Basic~~The ~~net~~Company ~~(loss)~~accounts ~~income~~for ~~per~~equity ~~common~~instruments issued ~~share~~to isemployees ~~computed~~in byaccordance ~~dividing~~with ~~net (loss) income by~~ the ~~weighted~~provisions ~~average number~~ of ~~common~~ASC 718, Stock ~~shares outstanding during the period~~Compensation. ~~Diluted~~The ~~net~~computation ~~(loss)~~of ~~income per common share~~the isexpense ~~computed~~associated bywith ~~dividing~~stock-based compensation ~~net~~requires ~~(loss) income by~~ the ~~weighted~~use ~~average number~~ of ~~outstanding~~a ~~common~~valuations ~~shares,~~model. ~~plus~~The ~~the~~Company ~~net~~currently ~~impact of common shares~~obtains ~~(computed~~valuation ~~using~~reports ~~the~~according ~~treasury~~to ~~stock~~FASB ~~method),~~ASC ifTopic 718 ~~dilutive,~~— Stock ~~resulting~~Compensation ~~from the exercise of dilutive securities~~(“ASC 718”). ~~In periods when losses are~~ ~~reported, the weighted~~Equity-~~average~~based ~~number~~compensation ofconsists ~~common~~solely ~~shares~~of ~~outstanding~~stock ~~excludes~~option ~~common~~awards, ~~stock~~including ~~equivalents~~Incentivized ~~because~~Stock ~~their~~Options ~~inclusion~~(ISOs) ~~would be~~and ~~anti~~Non-~~dilutive.~~Qualified Stock AsOptions of(NSOs). ~~January~~Compensation ~~31,~~expense ~~2026~~is ~~and~~recognized ~~2025,~~ratably ~~the~~over ~~Company excluded~~ the ~~common~~vesting ~~stock~~period ~~equivalents~~as ~~summarized below, which entitle~~ the ~~holders~~ ~~thereof~~employee toprovides ~~ultimately~~services. ~~acquire~~See ~~shares~~Note 8 of– ~~common~~Stock ~~stock,~~Options ~~from~~for ~~its~~additional ~~calculation of earnings (loss) per share, as their effect would have been anti-dilutive~~information.

	January 31,
	2026		2025
Stock options		1,750,971		1,422,307
Warrants		330,000		-
Convertible notes payable		3,024,705		-
Total common stock equivalents		5,105,676		1,422,307

~~Leases~~Recently Issued Accounting Pronouncements

The Company ~~accounts~~does ~~for~~not ~~leases~~believe ~~based~~that onthere ~~ASC~~are ~~Topic~~any ~~842, Leases.~~new ~~Based~~accounting onpronouncements ~~this~~that ~~standard,~~have ~~the~~been ~~Company~~issued ~~determines~~that ifmight anhave ~~agreement is~~ a ~~lease~~material atimpact ~~inception.~~on ~~Operating~~its ~~leases~~financial ~~are~~position ~~included~~or inresults ~~right-~~of~~-use lease asset,~~ ~~current operating lease obligations, and operating lease obligations, in the Company’s condensed consolidated balance sheets~~operations.

AsNOTE ~~permitted~~3: ~~under~~PROPERTY ~~Accounting~~AND Standards Updated (“ASU”) 2016-02 Leases (Topic 842) the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short term leases (leases with a lease term 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.EQUIPMENT

~~Research~~The major classifications of property and ~~Development~~equipment are summarized as follows:

Research and development costs are expensed as incurred. These costs include, but are not limited to, employee related expenses, including salaries, benefits and stock-based compensation of research and development personnel, supplies, facilities, depreciation and other expenses, which include direct and allocated expenses for rent, utilities and insurance. During the three months ended January 31, 2026 and 2025, the company recorded $10,450 and $38,858 in research and development costs, respectively, which is categorized in the general and administrative expense section of the condensed consolidated statements of operations.

Schedule of property and equipment
	April 30, 2026			October 31, 2025
Furniture and equipment	$	465,091		$	465,091
Less accumulated depreciation		(411,696	)		(400,365	)
Property and equipment, net	$	53,395		$	64,726

~~Stock~~Depreciation ~~based-Based~~expense ~~Compensation~~for each of the six months ended April 30, 2026 and 2025 was $11,332. Depreciation expense for each of the three months ended April 30, 2026 and 2025 was $5,666.

~~The~~NOTE ~~Company~~4: ~~accounts~~NOTES ~~for~~PAYABLE equity instruments issued to employees in accordance with the provisions of ASC 718, Stock Compensation. The computation of the expense associated with stock-based compensation requires the use of a valuations model. The Company currently obtains valuation reports according to FASB ASC Topic 718 — Stock Compensation (“ASC 718”). Equity-based compensation consists solely of stock option awards, including Incentivized Stock Options (ISOs) and Non-Qualified Stock Options (NSOs). Compensation expense is recognized ratably over the vesting period as the employee provides services. See Note 8 – ~~Stock~~RELATED ~~Options for additional information.~~PARTIES

~~F-11~~Between April 2022 and September 2025, certain related parties, including the Company’s Chief Executive Officer and Director and its Chief Engineer and Director, made various loans to the Company. The balance at April 30, 2026 and October 31, 2025 was $0 and $1,336,613, respectively.

~~Benefit~~These ~~Plan~~notes were collateralized with the Company’s accounts receivables and other assets.

~~From~~On ~~November~~December 12, ~~2024 through July 31~~2025, ~~2025~~ the Company ~~offered~~entered ainto ~~401(k) plan,~~exchange inagreements ~~which~~with ~~employees were eligible to participate in~~ the ~~plan~~Company’s onthen ~~the~~Chief ~~first day~~Executive ofOfficer ~~the~~and ~~month~~Chairman ~~following the date~~ of ~~hire. Under~~ the ~~plan employees may defer up to $23~~Board,~~500~~ ~~for 2025~~ and ~~$23,000~~the ~~for 2024. The~~ Company’s ~~was~~Chief ~~required~~Engineer ~~to contribute on behalf of each eligible participating~~and ~~employee,~~a ~~matching~~member ~~100%~~ of the ~~participants~~Board ~~deferral not to exceed 4%~~ of ~~employee compensation~~Directors. ~~Employees~~Pursuant ~~will~~to ~~share in~~ the ~~matching~~Exchange ~~contribution regardless~~Agreement, of the ~~amount~~officers ofexchanged ~~service~~principal ~~completed~~in ~~during~~ the ~~plan~~amount ~~year.~~of ~~Employees~~$969,054 ~~will~~and $88,712 ~~become 100% vested~~ in ~~the~~accrued ~~employer~~interest ~~matching~~for ~~contributions after~~7,398,459 ~~six years~~shares of ~~service. In~~ the ~~three~~Company’s ~~months~~common ~~ended~~stock. ~~January~~The ~~31,~~shares ~~2026,~~were ~~the~~valued ~~benefit~~at ~~contribution was~~ $151,~~193. In the three months ended January 31~~701, ~~2025~~646, ~~the~~or ~~benefit contribution was~~ $~~42,651~~0.23 ~~Benefit~~per share. ~~contributions~~This ~~are~~resulted ~~included~~in ~~within~~a ~~general~~loss ~~and~~on ~~administrative~~debt ~~expenses~~ extinguishment in the ~~condensed~~amount ~~consolidated statements~~ of ~~operations~~$643,880.

~~Recently~~On ~~Issued~~April ~~Accounting~~22, ~~Pronouncements~~2026, the Company entered into exchange agreements with the Company’s then Chief Executive Officer and Chairman of the Board. Pursuant to the Exchange Agreement, the officer exchanged principal in the amount of $327,629 for 149,979 shares of the Company’s common stock. The shares were valued at $427,440, or $2.85 per share. This resulted in a loss on debt extinguishment in the amount of $99,762.

~~The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.~~13

~~NOTE~~Included 3:within ~~PROPERTY~~the ~~AND~~notes ~~EQUIPMENT~~payable – related parties balance is a convertible note agreement entered on March 18, 2024 for $50,000. The convertible note was scheduled to mature on March 18, 2026 and carries an interest rate of 9.75% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at $2.00 per share. On October 31, 2024, the Company amended the agreement with the holder of the note to change its maturity to the earlier of the date that the Company lists its securities on a national stock exchange or March 31, 2025 and eliminated the conversion feature of the note. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. On April 25, 2025, the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note was extended again to December 31, 2025. On March 23, 2026, the Company executed an agreement whereby the Company is obligated to pay the holder $5,000 per month beginning on April 1, 2026 until the note is paid in full. Additionally, the Company agreed to issue 33,000 shares to the holder as consideration. The shares were issued on April 27, 2026 and were valued at $51,480. As of April 30, 2026, the principal balance of this note is $45,000. As of April 30, 2026, this holder is no longer considered a related party and as such this balance is now included under notes payable.

On April 16, 2025, the Company issued an unsecured promissory note in the principal amount of $150,000 to Indicia Capital, LLC. The ~~major~~note ~~classifications~~bears interest at a rate of ~~property~~9.75% per annum and ~~equipment~~matures on the earlier of (i) 180 days from the date of issuance or (ii) the date the Company receives at least $1,000,000 ~~are~~in ~~summarized~~new financing. In connection with the issuance of the note, the Chief Executive Officer and Director transferred 15,000 shares of the Company’s common stock to Indicia Capital as ~~follows:~~additional consideration to enter the loan. James Byrd, who serves as a co-manager and holds a 50% membership interest in Indicia Capital, was the original organizer of the Company by virtue of having founded the Company in October 2022. Accordingly, the transaction is considered a related party transaction. On March 23, 2026, the Company executed an agreement whereby the Company is obligated to pay the holder $5,000 per month beginning on April 1,2026 until the note is paid in full. As of April 30, 2026, the principal balance of this note is $145,000. As of April 30, 2026, this holder is no longer considered a related party and as such this balance is now included under notes payable.

	January 31, 2026			October 31, 2025
Schedule of notes payables
Furniture and equipment	$	465,091		$	465,091
	April 30, 2026			October 31, 2025
Less accumulated depreciation		(406,031	)		(400,365	)
Notes payable – related parties, current portion	$	–		$	841,613
Property and equipment, net	$	59,060		$	64,726
Notes payable – related parties, non-current portion		–			495,000
Total notes payable – related parties	$	–		$	1,336,613

~~Depreciation expense for each of the three months ended January 31, 2026 and 2025 was $5,666.~~14

NOTE 45: NOTES PAYABLE ~~– RELATED PARTIES~~

~~Between~~The ~~April 2022~~following ~~and~~table ~~September~~details ~~2025, certain related parties, including~~ the Company’s ~~Chief Executive Officer and Director and its Chief Engineer and Director, made various loans to the Company.~~notes ~~The~~payable ~~balance~~as atof ~~January~~April 3130, 2026 and October 31, 2025 ~~was $558~~,~~178~~ ~~and $1,336,613,~~ respectively. Of the aggregate outstanding principal balance, $358,178 are non-interest bearing and $200,000 are interest bearing at 9.75% per annum. $200,000 of the principal is in default as of January 31, 2026, the remaining $358,178 is due on demand. All unpaid principal, accrued interest, and other amounts owing under the above notes would be paid at maturity. These notes were collateralized with the Company receivables and other assets.:

On December 2, 2025, the Company entered into exchange agreements with the Company’s then Chief Executive Officer and Chairman of the Board, and the Company’s Chief Engineer and a member of the Board of Directors. Pursuant to the Exchange Agreement, the officers exchanged principal in the amount of $969,054 and $88,712 in accrued interest for 7,398,459 shares of the Company’s common stock. The shares were valued at $1,701,646, or $0.23 per share. This resulted in a loss on debt extinguishment in the amount of $643,880.

Schedule of notes payable
		Original		Principal Balance as of
	Date of Note	Principal		April 30,		October 31,
Ref No.	Issuance	Balance		2026		2025
1*	7/25/2018	$	10,000	$	10,000	$	–
2	3/12/2024		150,000		150,000		150,000
3*	3/18/2024		50,000		45,000		–
4	6/20/2024		400,000		–		400,000
5	6/20/2024		50,000		45,000		50,000
6	7/31/2024		500,000		–		435,000
7	7/31/2024		250,000		250,000		250,000
8	1/9/2025		50,000		50,000		50,000
9	2/3/2025		100,000		100,000		100,000
10*	4/16/2025		150,000		145,000		–
11*	4/23/2025		15,500		15,500		–
12	5/19/2025		250,000		–		152,958
13	6/8/2025		192,000		–		92,308
14	9/18/2025		63,000		–		50,400
15	9/30/2025		60,000		–		46,667
16	9/30/2025		60,000		–		46,368
17	9/30/2025		80,000		–		63,333
18**	9/30/2025		5,000		5,000		–
19	1/23/2026		100,000		–		–
	Total			$	815,500	$	1,887,034

F-12

*	As of October 31, 2025, these noteholders were considered related parties. As of April 30, 2026, these noteholders are no longer considered related parties and their balances have been reclassified to notes payable. Their notes are described in Note 4 – Notes Payable, Related Parties.

**	On April 23, 2026, this note balance was transferred from a related party to a non-related party for no consideration.

~~Included~~Note within the notes payable – related parties balance is a convertible note agreement entered on March 18, 2024 for $50,000. The convertible note was scheduled to mature on March 18, 2026 and carries an interest rate of 9.75% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at $2.00 per share. On October 31, 2024, the Company amended the agreement with the holder of the note to change its maturity to the earlier of the date that the Company lists its securities on a national stock exchange or March 31, 2025 and eliminated the conversion feature of the note. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The loan incurred interest expense of $1,229 and $1,219 for the three months ended January 31, 2026 and 2025, respectively. Accrued interest as of January 31, 2026 and October 31, 2025 is $6,327 and $5,098, respectively, which was accrued on the condensed consolidated balance sheets within the Accounts payable and accrued expenses line item. On April 25, 2025, the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note was extended again to December 31, 2025. However, the note is considered in default as of the balance sheet date.

On ~~April 16~~March 12, ~~2025~~2024, the Company ~~issued~~executed ~~an unsecured promissory note~~a innote ~~the~~payable ~~principal~~agreement ~~amount~~for of $150,000 ~~to Indicia Capital, LLC~~. The note ~~bears~~originally ~~interest~~matured ~~at a rate of 9.75% per annum and matures~~ on ~~the earlier~~March of12, ~~(i)~~2025 ~~180~~and ~~days~~carries ~~from~~an ~~the~~interest ~~date~~rate of ~~issuance~~12% per ~~or (ii) the date the Company receives at least $1,000,000 in new financing~~annum. InOn ~~connection~~April ~~with the issuance of the note~~25, ~~the Chief Executive Officer and Director transferred 15~~2025,~~000~~ ~~shares of~~ the Company’s ~~common~~executed ~~stock~~an toextension ~~Indicia Capital~~of ~~as additional consideration to enter~~ the ~~loan.~~maturity ~~James~~date ~~Byrd,~~until ~~who serves as a co-manager and holds a 50% membership interest in Indicia Capital, was~~ the ~~original~~earlier ~~organizer~~ of the ~~Company~~date ~~by virtue of having founded~~ the Company inis able ~~October~~to ~~2022.~~achieve ~~Accordingly,~~a ~~the~~listing ~~transaction is~~on ~~considered~~ a ~~related~~national ~~party~~stock ~~transaction.~~exchange ~~The~~or ~~loan~~June ~~incurred interest expense of $3~~30,~~686~~ ~~for the three months ended January 31, 2026~~2025. ~~Accrued interest~~The asnote ofwas ~~January~~extended ~~31,~~again ~~2026~~to ~~and~~December ~~October~~ 31, 2025 isand ~~$11,619~~again ~~and~~to ~~$7,934,~~September ~~respectively~~30, ~~which~~2026. ~~was accrued~~ Interest on the ~~condensed~~note ~~consolidated balance~~accrues ~~sheet~~and asis ofpaid ~~January~~at ~~31,~~maturity ~~2026~~along ~~within~~with ~~the Accounts payable and accrued expenses line item~~principal.

	January 31, 2026		October 31, 2025
Notes payable – related parties, current portion	$	558,178	$	841,613
Notes payable – related parties, non-current portion		-		495,000
Total notes payable – related parties	$	558,178	$	1,336,613

Note 4

On June 20, 2024, the Company executed a convertible note payable agreement for $450,000 with a venture capital fund. The ~~aggregate~~convertible ~~maturity~~note matures on June 20, 2026 and carries an interest rate of 9.75% per annum. The principal and prior accrued interest of the ~~notes~~note were convertible into shares of the Company’s common stock at $2.00 per share. On October 7, 2024, $50,000 of the note payable –was assigned to an unrelated holder. ~~related~~On ~~parties~~October 17, as2024, the Company amended the agreement with the holder of ~~January~~the 31$400,000 ~~2026~~note, ~~are~~which eliminated the conversion feature and advanced the date of the loan to November 5, 2025. Interest on the notes is paid quarterly or accrued and is to be repaid at maturity along with principal, as ~~follows:~~specifically described in the notes. The Company accounted for the amendment as an extinguishment of debt and recorded a loss of $8,100 on the condensed consolidated statements of operations for the year ended October 31, 2024.

~~On Demand $ 558,178~~15

~~NOTE~~On July 5:2, ~~NOTES~~2025, ~~PAYABLE~~the Company entered into separate Stockholder Pledge Agreement with the holder of $400,000 of the above notes with the Company’s former director and executive officer and Chief Operating Officer to secure the Company’s obligations. Pursuant to the Pledge Agreements, each Pledgor pledged 1,000,000 shares of the Company’s common stock as collateral. The Pledge Agreements require the pledged shares to maintain a collateral coverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $4.00 per share valuation. If the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors or the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes. On April 27, 2026, the holder agreed to settle the $400,000 principal balance and $21,156 in accrued interest related to this note along with $435,000 in principal and accrued interest of $23,007 related to Note 6 in exchange for 500,000 shares of the Company’s common stock which was given personally by a former officer of the Company. Since the settlement is considered a capital transaction, the Company has recorded $879,163 in common stock.

OnNote March 12, 2024, the Company executed a note payable agreement for $150,000. The note originally matured on March 12, 2025 and carries an interest rate of 12% per annum. On April 25, 2025, the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note was extended again to December 31, 2025. However, the note is considered in default as of the balance sheet date. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The loan incurred interest expense of $4,537 and $4,500 for the three months ended January 31, 2026 and 2025, respectively. Accrued interest as of January 31, 2026 and October 31, 2025 is $33,993 and $29,456, respectively, which was accrued on the condensed consolidated balance sheets within the Accounts payable and accrued expenses line item.5

~~F-13~~As mentioned above in Note 4, on October 7, 2024, $50,000 of the $450,000 principal was assigned to an unrelated holder. On October 31, 2024, the Company amended the agreement with the holder of the $50,000 note to change its maturity to the earlier of the Company listing on a national stock exchange or March 31, 2025 and eliminated the conversion feature of the note. On April 25, 2025, the Company executed a loan amendment for an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note was extended again to December 31, 2025. On March 23, 2026, the Company executed an agreement whereby the Company is obligated to pay the holder $5,000 per month beginning on April 1, 2026 until the note is paid in full.

OnNote June 20, 2024, the Company executed a convertible note payable agreement for $450,000 with a venture capital fund. The convertible note matures on June 20, 2026 and carries an interest rate of 9.75% per annum. The principal and prior accrued interest of the note were convertible into shares of the Company’s common stock at $2.00 per share. On October 7, 2024, $50,000 of the note payable was assigned to an unrelated holder. On October 31, 2024, the Company amended the agreement with the holder of the $50,000 note to change its maturity to the earlier of the Company listing on a national stock exchange or March 31, 2025 and eliminated the conversion feature of the note. On October 17, 2024, the Company amended the agreement with the holder of the $400,000 note, which eliminated the conversion feature and advanced the date of the loan to November 5, 2025. Interest on the notes is paid quarterly or accrued and is to be repaid at maturity along with principal, as specifically described in the notes. The Company accounted for the amendment as an extinguishment of debt and recorded a loss of $8,100 on the condensed consolidated statements of operations for the year ended October 31, 2024. The $400,000 loans incurred $9,831 and $9,751 of interest expense for the three months ended January 31, 2026 and 2025, respectively. Accrued interest as of January 31, 2026 and October 31, 2025 is $13,142 and $3,312, respectively, which was accrued on the condensed consolidated balance sheets within the Accounts payable and accrued expenses line item. The $50,000 loan incurred $1,229 and $1,219 of interest expense for the three months ended January 31, 2026 and 2025, respectively. Accrued interest as of January 31, 2026 and October 31, 2025 is $9,128 and $7,900, respectively, which was accrued on the condensed consolidated balance sheets within the Accounts payable and accrued expenses line item. On April 25, 2025, the Company executed a loan amendment for an extension of the maturity date of the $50,000 portion of the note payable until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note was extended again to December 31, 2025. However, the note is considered in default as of the balance sheet date. The terms of the amended note were not substantially different than the original and therefore did not result in an extinguishment of the original note. On July 2, 2025, the Company entered into separate Stockholder Pledge Agreement with the holder of $400,000 of the above notes with the Company’s former director and executive officer and Chief Operating Officer to secure the Company’s obligations. Pursuant to the Pledge Agreements, each Pledgor pledged 1,000,000 shares of the Company’s common stock as collateral. The Pledge Agreements require the pledged shares to maintain a collateral coverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $4.00 per share valuation. If the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors or the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes.6

On July 31, 2024, the Company issued a convertible note payable agreement for $250,000. The convertible note matured on October 31, 2025 and carries an interest rate of 13% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at a price per share equal to a 30% ~~discount~~ discount per share of the final per-share price of a planned public offering. Subsequent to the issuance of the convertible note the Company amended the agreement with the holder which eliminated the conversion feature, changed the interest rate to 9.75% per annum, increased the principal of the note to $500,000, and extended the maturity date of the loan to November 5, 2025. Interest on the note either is paid quarterly or accrues and is paid at maturity along with principal, as specifically described in the note. Due to the elimination of the conversion feature the Company accounted for the amendment as a significant change resulting in an extinguishment of debt and recorded a loss of $15,750 on the condensed consolidated statements of operations for the year ended October 31, 2024. The loan incurred interest expense of $10,690 and $12,188 for the three months ended January 31, 2026 and 2025, respectively. Accrued interest as of January 31, 2026 and October 31, 2025 is $14,292 and $3,602, respectively, which was accrued on the condensed consolidated balance sheets within the Accounts payable and accrued expenses line item. On July 2, 2025, the Company entered into separate Stockholder Pledge Agreement with the holder of the above note with the Company’s former director and executive officer and Chief Operating Officer to secure the Company’s obligations. Pursuant to the Pledge Agreements, each Pledgor pledged 1,000,000 shares of the Company’s common stock as collateral. The Pledge Agreements require the pledged shares to maintain a collateral coverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $4.00 per share valuation. If the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors or the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes.

~~F-14~~16

OnNote July 31, 2024, the Company executed a convertible note payable agreement for $250,000. The convertible note matures on May 1, 2025 and carries an interest rate of 13% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at $2.00 per share. The Company may not prepay the note within the first 180 days of the note date. Subsequent to the issuance of the convertible note the Company amended the agreement with the holder which eliminated the conversion feature, changed the interest rate to 9.75% per annum, and extended the maturity date of the loan again to November 5, 2025. Interest on the note either accrues or is paid quarterly or at maturity along with principal, as specifically described in the note. The Company accounted for the amendment as an extinguishment of debt and recorded a loss of $4,500 on the consolidated statements of operations for the year ended October 31, 2024. The loan incurred interest expense of $6,144 and $6,094 the three months ended January 31, 2026 and 2025, respectively. Accrued interest as of January 31, 2026 and October 31, 2025 is $8,214 and $2,070, respectively, which was accrued on the condensed consolidated balance sheets within the accounts payable and accrued expenses line item.7

On ~~January~~July 931, ~~2025~~2024, the Company executed a convertible note payable agreement for $50250,000. The convertible note matures on ~~January 9~~May 1, ~~2027~~2025 and carries an interest rate of ~~9.75~~13% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at $2.00 per share. The Company may not prepay the note within the first 180 days of the note date. ~~Interest~~Subsequent onto the ~~note~~issuance ~~accrues~~of ~~and~~the isconvertible note ~~paid~~the atCompany ~~maturity~~amended ~~along~~the agreement with ~~principal,~~the asholder ~~specifically~~which ~~described in~~eliminated the ~~note.~~conversion ~~The~~feature, ~~loan~~changed ~~incurred~~the interest ~~expense~~rate ofto $19.75% per annum,~~229~~ and ~~$1,219~~extended ~~for~~ the ~~three~~maturity ~~months~~date ~~ended~~of ~~January~~the ~~31,~~loan ~~2026~~again ~~and~~to ~~2025~~November 5, ~~respectively~~2025. ~~Accrued~~ ~~interest~~Interest ason ofthe ~~January~~note ~~31,~~either ~~2026~~accrues ~~and~~or ~~October~~is ~~31,~~paid quarterly ~~2025~~or isat ~~$5,179~~maturity ~~and~~along ~~$3,951,~~with ~~respectively,~~principal. ~~which~~The ~~was~~Company ~~accrued~~accounted onfor the ~~condensed~~amendment ~~consolidated~~as an extinguishment ~~balance~~of ~~sheet~~debt asand recorded a loss of ~~January~~$4,500 on the consolidated statements of operations for the year ended October 31, ~~2026~~2024. ~~within~~As ~~the~~of ~~accounts~~April, ~~payable~~30, ~~and~~2026, ~~accrued~~this ~~expenses~~note ~~line~~is ~~item~~considered in default.

OnNote February 3, 2025, the Company executed a note payable agreement for $100,000. The note matures on February 9, 2027 and carries an interest rate of 9.75% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The loan incurred interest expense of $2,458 for the three months ended January 31, 2026. Accrued interest as of January 31, 2026 and October 31, 2025 is $9,703 and $7,246, respectively, which was accrued on the condensed consolidated balance sheet as of January 31, 2026 within the accounts payable and accrued expenses line item.8

On ~~May~~January 199, 2025, the Company ~~obtained~~executed a ~~short-term~~note payable ~~loan,~~agreement ~~which~~for ~~totaled~~ $ ~~250~~50,000~~, from a single lender to fund operations~~. The ~~This~~note ~~loan~~matures ~~included~~on ~~origination fees totaling $ 7,500 for net proceeds~~January ~~of $ 242~~9,~~500.~~ ~~The~~2027 ~~loan~~and iscarries ~~secured~~an byinterest ~~expected~~rate ~~(i) future cash receipts~~ of ~~the Company, and (ii) all other tangible and intangible personal property~~9.75% per ~~Payments are expected on a weekly basis for 52 weeks~~annum. The Company ismay ~~expected~~not toprepay ~~repay~~the annote ~~aggregate~~within ofthe ~~$311,000~~first to180 ~~the~~days ~~lender over~~of the ~~nominal~~note ~~term~~date. ~~The~~Interest ~~repayment~~on ~~amount~~the ~~decreases~~note ~~for~~accrues ~~earlier~~and ~~payoff~~is ~~dates.~~paid ~~The loan incurred interest expense of $13,846 for the~~at ~~three~~maturity ~~months~~along ~~ended~~with ~~January 31, 2026~~principal.

OnNote June 8, 2025, the Company entered into a Receivables Sale Agreement pursuant to which the Company sold receivables totaling $192,000 to a third party for $150,000 from which fees of $2,000 were deducted for net proceeds of $148,000. The purchasers right to receive remittances under this agreement is contingent upon the Company’s receipt of the receivables. The expected weekly repayment is $3,692 based on 3.27% of the Company estimated sales revenue. The estimated term is 1 year. The agreement is guaranteed by certain officers and directors of the Company. The loan incurred interest expense of $10,500 for the three months ended January 31, 2026. 9

On ~~September~~February 183, 2025, the Company ~~obtained~~executed a note ~~short-term~~payable ~~loan,~~agreement ~~which~~for ~~totaled~~ $ 63100,000~~, from a single lender to fund operations~~. The ~~loan~~note ismatures ~~secured~~on ~~by expected (i) future cash receipts~~February ~~of the Company~~9, ~~and~~2027 ~~(ii) all other tangible~~ and ~~intangible~~carries ~~personal~~an ~~property.~~interest ~~Payments~~rate ~~are~~of ~~expected on a weekly basis for 30 weeks~~9. ~~The~~75% ~~Company~~per isannum. ~~expected~~Interest toon ~~repay an aggregate of $91,980 to~~ the ~~lender~~note ~~over~~accrues ~~the~~and ~~nominal~~is ~~term.~~paid ~~The~~at ~~repayment~~maturity ~~amount~~along ~~decreases~~with ~~for earlier payoff dates~~principal. ~~The loan incurred interest expense of $12,558 for the three months ended January 31, 2026.~~

OnNote September 30, 2025, the Company obtained a short-term loan, which totaled $ 60,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 18 weeks. The Company is expected to repay an aggregate of $89,940 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. The loan incurred interest expense of $21,623 for the three months ended January 31, 2026.12

FOn May 19, 2025, the Company obtained a short-15term loan, which totaled $ 250,000, from a single lender to fund operations. This loan included origination fees totaling $ 7,500 for net proceeds of $ 242,500. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 52 weeks. The Company is expected to repay an aggregate of $311,000 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates.

On ~~September~~June 308, 2025, the Company ~~obtained~~entered into a ~~short-term loan, which~~Receivables ~~totaled~~Sale $Agreement ~~80,000,~~pursuant ~~from a single lender~~ to ~~fund~~which ~~operations.~~the ~~The~~Company ~~loan~~sold isreceivables ~~secured~~totaling ~~by expected (i) future cash receipts of the Company~~$192, ~~and~~000 ~~(ii)~~to ~~all other tangible and intangible personal property. Payments are expected on~~ a ~~weekly~~third ~~basis~~party for ~~24 weeks. The Company is expected~~$150,000 tofrom ~~repay~~which anfees ~~aggregate~~ of $~~120~~2,000 were todeducted ~~the~~for ~~lender~~net ~~over~~proceeds ~~the~~of ~~nominal term~~$148,000. The ~~repayment~~purchasers ~~amount~~right ~~decreases~~to ~~for~~receive ~~earlier~~remittances ~~payoff~~under ~~dates.~~this ~~The~~agreement ~~loan incurred~~is ~~interest~~contingent ~~expense~~upon ~~of $21,667 for~~ the ~~three~~Company’s ~~months~~receipt ~~ended~~of ~~January~~the ~~31, 2026~~receivables. ~~Accrued~~The expected ~~interest~~weekly asrepayment ~~of January 31, 2026~~ is $13,~~667. The~~692 ~~Company~~based ~~evaluated~~on 3.27% of the ~~Receivables~~Company ~~Sale~~estimated ~~Agreement~~sales torevenue. ~~determine~~The ifestimated itterm ~~meets~~is ~~the~~1 ~~definition~~year. ofThe aagreement ~~contract~~is ~~liability~~guaranteed ~~under~~by ~~ASC~~certain ~~606~~officers orand ifdirectors itof ~~meets~~ the ~~definition~~Company. As of ~~debt~~April ~~under~~30, ~~ASC 470~~2026, ~~Debt. The contract meets~~ the ~~definition~~remaining ofbalance ~~debt as there~~ is ~~no obligation to perform services~~$0 ~~and~~as the ~~instrument~~note ishas tobeen befully repaid ~~with cash~~.

~~On January 23, 2026, the Company issued a $100,000 note that is non-interest bearing and is due on demand.~~17

	January 31, 2026		October 31, 2025
Notes payable, current	$	1,627,432	$	1,737,034
Notes payable, less current portion		100,000		150,000
Total notes payable	$	1,727,432	$	1,887,034

Note 14

On September 18, 2025, the Company obtained a short-term loan, which totaled $ 63,000, from a single lender to fund operations. The ~~aggregate~~loan ~~maturity~~is onsecured by expected (i) future cash receipts of the ~~notes~~Company, ~~payable~~and as(ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 30 weeks. The Company is expected to repay an aggregate of ~~January~~$91,980 to 31the lender over the nominal term. The repayment amount decreases for earlier payoff dates. As of April 30, 2026, ~~are~~the remaining balance is $0 as ~~follows:~~the note has been fully repaid.

Due in less than one year	$	1,627,432
Due after one year		100,000
		1,727,432
Less current portion		(1,627,432	)
Notes payable, non-current portion	$	100,000

Note 15

~~NOTE~~On 6:September ~~CONVERTIBLE~~30, ~~NOTES~~2025, ~~PAYABLE~~the Company obtained a short-term loan, which totaled $ 60,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 18 weeks. The Company is expected to repay an aggregate of $89,940 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. As of April 30, 2026, the remaining balance is $0 as the note has been fully repaid.

On August 26, 2025, the Company executed a note payable agreement for $275,000 from which $75,000 in fees were deducted for net proceeds of $200,000. The note matures on August 26, 2026 and carries an interest rate of 10% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. In addition, the Company issued 25,000 unregistered shares of its common stock (the “Commitment Shares”), to the Buyer as additional consideration. The Note is convertible, upon certain events of default or missed payments, into shares of the Company’s common stock at a price equal to 90% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). The loan incurred interest expense of $6,932 for the three months ended January 31, 2026. Accrued interest as of January 31, 2026 and October 31, 2025 is $11,904 and $4,973, respectively, which was accrued on the condensed consolidated balance sheet as of January 31, 2026 within the accounts payable and accrued expenses line item. During the three months ended January 31, 2026, the Company recorded $28,775 in debt discount amortization related to the note. As of January 31, 2026, the carrying value of the note amounted to $226,573, which is $275,000 less $48,427 in unamortized discount.16

FOn September 30, 2025, the Company obtained a short-16term loan, which totaled $ 60,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 18 weeks. The Company is expected to repay an aggregate of $89,940 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. As of April 30, 2026, the remaining balance is $0 as the note has been fully repaid.

On December 19, 2025, the Company executed a note payable agreement for $65,205 from which $8,505 in fees were deducted for net proceeds of $56,700. The note matures on October 15, 2026 and carries an interest rate of 12% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The Note is convertible, following the last to occur, (i) 180 days following the inception date or (ii) an event of default, into shares of the Company’s common stock at a price equal to 65% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). The loan incurred interest expense of $922 for the three months ended January 31, 2026. Accrued interest as of January 31, 2026 is $922. During the three months ended January 31, 2026, the Company recorded $6,802 in debt discount amortization related to the note. As of January 31, 2026, the carrying value of the note amounted to $24,548, which is $65,205 less $40,657 in unamortized discount.17

On ~~December~~September 1930, 2025, the Company ~~executed~~obtained a ~~note payable agreement~~short-term ~~for $127~~loan,~~010~~ ~~from~~ which totaled $22 80,~~010~~000, from ina ~~fees~~single ~~were~~lender ~~deducted~~to ~~for~~fund ~~net proceeds of $105,000~~operations. The ~~note~~loan ~~matures~~is onsecured ~~December~~by ~~15,~~expected ~~2026~~(i) ~~and~~future ~~carries an~~cash ~~interest~~receipts ~~rate~~ of ~~12%~~the ~~per~~Company, ~~annum.~~and ~~Interest~~(ii) onall ~~the~~other tangible ~~note accrues~~ and isintangible ~~paid~~personal atproperty. ~~maturity~~Payments ~~along~~are ~~with~~expected ~~principal,~~on asa ~~specifically~~weekly ~~described in~~basis ~~the~~for ~~note~~24 weeks. The ~~Note~~Company is ~~convertible,~~expected ~~following the last~~ to ~~occur,~~repay ~~(i) 180 days following the inception date or (ii)~~ an ~~event~~aggregate of ~~default~~$120,000 ~~into~~to ~~shares of~~ the ~~Company’s~~lender ~~common~~over ~~stock~~the atnominal aterm. ~~price~~The ~~equal~~repayment ~~to 65%~~amount ofdecreases ~~the~~for ~~lowest~~earlier ~~closing~~payoff ~~price~~dates. ~~during~~As ~~the 10 trading days~~of ~~prior~~April to30, ~~conversion~~2026, ~~subject~~the toremaining ~~adjustment.~~balance is ~~Conversions~~$0 as ~~are~~the ~~further~~note ~~limited~~has bybeen afully ~~beneficial~~repaid. ~~ownership~~The ~~cap~~Company ~~of 4.99%~~evaluated ~~(which~~ the ~~Buyer~~ ~~may~~Receivables ~~adjust~~Sale upAgreement to ~~9.99%~~ ~~with~~determine 61if ~~days’~~it ~~notice).~~meets ~~The~~the ~~loan~~definition ~~incurred interest expense~~ of ~~$1,796~~a contract ~~for~~liability ~~the~~under ~~three~~ASC ~~months~~606 ~~ended January~~or ~~31,~~if ~~2026.~~it ~~Accrued~~meets ~~interest~~the asdefinition of ~~January~~debt ~~31,~~under ~~2026~~ASC ~~is $1~~470,~~796~~ Debt. ~~During~~The ~~the~~contract ~~three~~meets ~~months ended January 31, 2026,~~ the ~~Company~~definition ~~recorded $9,760~~of in debt as ~~discount~~there ~~amortization~~is ~~related~~no obligation to ~~the~~perform ~~note.~~services Asand ~~of January 31, 2026,~~ the ~~carrying~~instrument ~~value~~is ~~of the note amounted~~ to ~~$54,842, which~~be isrepaid ~~$127,010~~with ~~less $72,168 in unamortized discount~~cash.

On December 19, 2025, the Company executed a note payable agreement for $65,205 from which $16,905 in fees were deducted for net proceeds of $48,300. The note matures on October 15, 2026 and carries an interest rate of 12% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The Note is convertible, following the last to occur, (i) 180 days following the inception date or (ii) an event of default, into shares of the Company’s common stock at a price equal to 65% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). The loan incurred interest expense of $922 for the three months ended January 31, 2026. Accrued interest as of January 31, 2026 is $922. During the three months ended January 31, 2026, the Company recorded $6,802 in debt discount amortization related to the note. As of January 31, 2026, the carrying value of the note amounted to $24,548, which is $65,205 less $40,657 in unamortized discount.19

On January 1223, 2026, the Company ~~executed~~issued a ~~note payable agreement for~~ $~~165~~100,000 ~~from which $30,500 in fees were deducted for net proceeds of $134,500. The note matures on January 12, 2027 and carries an~~ ~~interest rate of 10% per annum. Interest on the~~ note ~~accrues~~that ~~and~~ is paid at maturity along with principal, as specifically described in the note. In addition, the Company issued 75,000 unregistered shares of its common stock (the “Commitment Shares”), to the Buyer as additional consideration. The Note is convertible, upon certain events of default or missed payments, into shares of the Company’s common stock at a price equal to 90% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). The loan incurred non-interest ~~expense~~bearing ofand ~~$859 for the three months ended January 31, 2026. Accrued interest as of January 31, 2026~~ is ~~$859,~~due ~~which was accrued~~ on ~~the condensed consolidated balance sheet as of January 31, 2026 within the accounts payable and accrued expenses line item~~demand. ~~During~~On ~~the~~April ~~three months ended January 31~~30, 2026, the ~~Company~~holder ~~recorded~~converted the $3100,~~172 in debt discount amortization~~000 ~~related to the~~ note. Asinto ~~of January 31~~250,000 shares ~~2026, the carrying value~~ of ~~the~~Series ~~note~~D ~~amounted~~Convertible toPreferred ~~$107,240, which is $165,000 less $57,760 in unamortized discount~~Stock.

F-17

Schedule of notes payable
	April 30, 2026		October 31, 2025
Notes payable, current	$	730,500	$	1,737,034
Notes payable, less current portion		85,000		150,000
Total notes payable	$	815,500	$	1,887,034

On January 14, 2026, the Company executed a note payable agreement for $165,000 from which $32,000 in fees were deducted for net proceeds of $133,000. The note matures on January 14, 2027 and carries an interest rate of 10% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. In addition, the Company issued 75,000 unregistered shares of its common stock (the “Commitment Shares”), to the Buyer as additional consideration. In connection with the note agreement, the Company issued 330,000 warrants with an exercise price of $0.50 per share, subject to change, and a five year term and can be net settled in cash in certain situations. The Note is convertible into shares of the Company’s common stock at a price equal to the lesser of (i) $0.50. or 80% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). The loan incurred interest expense of $768 for the three months ended January 31, 2026. Accrued interest as of January 31, 2026 is $768, which was accrued on the condensed consolidated balance sheet as of January 31, 2026 within the accounts payable and accrued expenses line item. During the three months ended January 31, 2026, the Company recorded $5,922 in debt discount amortization related to the note. As of January 31, 2026, the carrying value of the note amounted to $43,765, which is $165,000 less $121,235 in unamortized discount.18

The aggregate maturity on the ~~convertible~~ notes payable as of April ~~January 31~~30, 2026, are as follows:

Due in less than one year	$	862,420
Schedule of aggregate maturity on the notes payable
Due after one year		-
Due in less than one year	$	730,500
		862,420
Due after one year		85,000
Less current portion		(862,420	)
		815,500
Convertible notes payable, non-current portion	$	-
Less current portion		(730,500	)
Notes payable, non-current portion	$	85,000

NOTE 76: –CONVERTIBLE ~~DERIVATIVE~~NOTES ~~FINANCIAL INSTRUMENTS~~PAYABLE

~~Embedded~~On ~~derivatives~~August 26, 2025, the Company executed a note payable agreement for $275,000 from which $75,000 in fees were deducted for net proceeds of $200,000. The note matures on August 26, 2026 and carries an interest rate of 10% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. In addition, the Company issued 25,000 unregistered shares of its common stock (the “Commitment Shares”), to the Buyer as additional consideration. The Note is convertible, upon certain events of default or missed payments, into shares of the Company’s common stock at a price equal to 90% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). On February 24, 2026, the Company repaid $137,188 in principal and $13,562 in accrued interest. On March 2, 2026, the holder converted the remaining principal balance of $137,812 and $227 in accrued interest into 127,712 shares of common stock. The shares were valued at $279,689, or $2.19 per share. This resulted in a loss on debt extinguishment in the amount of $141,650.

~~The~~On December 19, 2025, the Company’s ~~convertible~~executed ~~promissory~~a ~~notes~~note ~~gave~~payable ~~rise~~agreement tofor ~~derivative~~$65,205 from ~~financial~~which ~~instruments.~~$8,505 in fees were deducted for net proceeds of $56,700. The ~~notes~~note ~~embodied~~matures ~~certain~~on ~~terms~~October 15, 2026 and ~~conditions~~carries ~~that~~an ~~were~~interest ~~not~~rate ~~clearly~~of 12% per annum. Interest on the note accrues and ~~closely~~is ~~related~~paid at maturity along with principal. The Note is convertible, following the last to occur, (i) 180 days following the ~~host~~inception ~~debt~~date ~~agreement~~or in(ii) ~~terms~~an event of ~~economic~~default, ~~risks~~into ~~and~~shares ~~characteristics.~~of ~~These~~the Company’s ~~terms~~common ~~and~~stock ~~features~~at ~~consist~~a price equal to 65% of the ~~embedded~~lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% ~~option~~(which the Buyer may adjust up to 9.99% with 61 days’ notice).

~~The~~On ~~following~~December ~~tables~~19, ~~summarize~~2025, the ~~components~~Company ofexecuted ~~the~~a ~~Company’s~~note ~~derivative~~payable ~~liabilities~~agreement ~~and~~for ~~linked~~$127,010 from ~~common~~which ~~shares~~$22,010 in asfees were deducted for net proceeds of ~~January~~$105,000. The 31note matures on December 15, 2026 and ~~October~~carries ~~31,~~an ~~2025~~interest rate of 12% per annum. Interest on the note accrues and is paid at maturity along with principal. The Note is convertible, following the ~~amounts~~last ~~that~~to ~~were~~occur, ~~reflected~~(i) in180 ~~operations~~days following the inception date or (ii) an event of default, into shares of the ~~related~~Company’s common stock at a price equal to 65% of ~~derivatives~~the ~~for~~lowest closing price during the 10 trading days ~~period~~prior ~~ended:~~to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice).

	January 31, 2026
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivative liability		3,024,705	$	228,759
Warrant derivative liability		330,000		269,931
Total		3,354,705	$	498,690

	October 31, 2025
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivative liability		393,717	$	39,543
Total		393,717	$	39,543

~~The~~On ~~following~~January ~~table~~12, ~~summarizes~~2026, the ~~effects~~Company executed a note payable agreement for $165,000 from which $30,500 in fees were deducted for net proceeds of $134,500. The note matures on January 12, 2027 and carries an interest rate of 10% per annum. Interest on the note accrues and is paid at maturity along with principal. In addition, the Company’s ~~loss~~issued 75,000 unregistered ~~associated~~shares ~~with~~of ~~changes~~its incommon stock (the ~~fair~~“Commitment ~~values~~Shares”), to the Buyer as additional consideration. The Note is convertible, upon certain events of default or missed payments, into shares of the ~~derivative~~Company’s ~~financial~~common ~~instruments~~stock byat ~~type~~a price equal to 90% of ~~financing~~the ~~for~~lowest closing price during the 10 trading days ~~three~~prior ~~months~~to ~~ended~~conversion, ~~January~~subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% 31(which the Buyer may adjust up to 9.99% with 61 days’ notice). On March 5, 2026, the Company repaid $165,000 in principal and ~~2025:~~$16,500 in accrued interest.

	For the Three months Ended
	January 31, 2026			January 31, 2025
Embedded derivative liability	$	8,166		$	-
Warrant derivative liability		(196,958	)		-
Total gain (loss)	$	(188,792	)	$	-

~~F-18~~On February 6, 2026, the Company executed a note payable agreement for $200,000 from which $25,000 in fees were deducted for net proceeds of $175,000. The note matures on February 9, 2027 and carries an interest rate of 6% per annum. Interest on the note accrues and is paid at maturity along with principal. The Note is convertible, following the last to occur, (i) 180 days following the inception date or (ii) an event of default, into shares of the Company’s common stock at a price equal to 60% of the lowest closing price during the 20 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice).

~~Current~~On ~~accounting~~February ~~principles~~13, ~~that~~2026, ~~are~~the ~~provided~~Company inexecuted ~~ASC~~a ~~815 - Derivatives~~note ~~and~~payable ~~Hedging require~~agreement ~~derivative~~for ~~financial~~$150,000 from ~~instruments~~which ~~to be classified~~ $15,000 in ~~liabilities~~fees ~~and~~were ~~carried~~deducted atfor ~~fair~~net ~~value~~proceeds ~~with~~of ~~changes recorded in income~~$135,000. The ~~Company~~note ~~has~~matures ~~selected~~on ~~the~~February 13, ~~Lattice~~2027 ~~Model~~and ~~valuation~~carries ~~technique~~an tointerest ~~fair~~rate ~~value~~of ~~the embedded derivative because it believes that~~12% ~~this~~per ~~technique~~annum. isInterest ~~reflective~~on ofthe ~~all~~note ~~significant~~accrues ~~assumption types,~~ and ~~ranges~~is ofpaid ~~assumption~~at ~~inputs,~~maturity ~~that~~along ~~market~~with ~~participants~~principal. ~~would~~The ~~likely~~Note ~~consider~~is ~~in transactions involving embedded derivatives. Such assumptions include~~convertible, ~~among~~following ~~other~~the ~~inputs,~~last ~~interest~~to ~~risk assumptions~~occur, ~~credit risk~~(i) ~~assumptions~~180 ~~and~~days ~~redemption~~following ~~behaviors~~the ininception ~~addition~~date toor ~~traditional~~(ii) ~~inputs~~an ~~for~~event ~~option~~of ~~models~~default, ~~such~~into asshares ~~market~~of ~~trading volatility and risk-free~~the ~~rates.~~Company’s ~~The~~common ~~Lattice~~stock ~~Model~~at ~~technique is~~ a ~~level~~price ~~three~~equal ~~valuation~~to 70% of ~~technique because it requires~~ the ~~development~~lowest ofclosing ~~significant~~price ~~internal~~during ~~assumptions~~the 15 trading indays ~~addition~~prior to ~~observable~~conversion, ~~market~~subject ~~indicators. For instruments in which the time~~ to ~~expiration~~adjustment. ~~has~~Conversions ~~expired,~~are ~~the~~further ~~Company~~limited ~~has~~by ~~utilized~~a ~~the intrinsic~~beneficial ~~value~~ownership ascap ~~the fair value~~of 4.99% (which ~~The intrinsic value is~~ the ~~difference~~Buyer ~~between~~may ~~the~~adjust ~~quoted~~up ~~market~~to 9.99% with ~~price on the valuation date and the~~61 ~~applicable~~days’ ~~conversion price~~notice).

Significant range of inputs and results arising from the Lattice Model process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:20

		Inception			Period Ended
		Dates Note			January 31, 2026
Underlying price on valuation date	$	0.31 - 1.03		$	0.31 - 0.44
Effective contractual conversion rates	$	0.25 - 0.88		$	0.25 - 0.39
Contractual term to maturity		0.49 - 1.00 years			0.07 - 0.95 years
Market volatility:
Volatility		20.03 - 26.90	%		18.11 - 24.17	%
Risk-adjusted interest rate		3.53 - 4.06	%		3.48 - 3.75	%

On February 17, 2026, the Company executed a note payable agreement for $172,222 from which $22,222 in fees were deducted for net proceeds of $150,000. The note matures on February 17, 2027 and carries an interest rate of 6% per annum. Interest on the note accrues and is paid at maturity along with principal. The Note is convertible, following the last to occur, (i) 180 days following the inception date or (ii) an event of default, into shares of the Company’s common stock at a price equal to 60% of the lowest closing price during the 20 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice).

~~The~~On ~~detachable~~February ~~warrants~~17, ~~issued~~2026, ~~with~~ the ~~convertible~~Company executed a note ~~notes~~payable ~~require~~agreement ~~derivative~~for ~~liability~~$238,050 from ~~classification~~which ~~due~~$38,050 in tofees ~~agreements~~were ~~containing~~deducted afor ~~fundamental~~net ~~transaction~~proceeds ~~clause~~of ~~which~~$200,000. The ~~could~~note ~~require~~matures ~~net~~on December ~~cash~~15, ~~settlement~~2026 inand ~~certain~~carries ~~situations~~an interest rate of 12% per annum. Interest on the note accrues and is paid at maturity along with principal. The ~~warrant~~Note is ~~fair~~convertible, ~~value~~following ~~was~~the ~~calculated~~last ~~using~~to occur, (i) 180 days following the ~~Black-Scholes~~inception date or (ii) an event of default, into shares of the Company’s common stock at a price equal to ~~option~~65% of ~~pricing~~the ~~model~~lowest ~~using~~closing price during the 10 trading ~~following~~days ~~inputs:~~prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice).

	Inception			Period Ended
	Dates Note			January 31, 2026
Underlying price on valuation date	$	0.60		$	1.23
Effective contractual conversion rates	$	0.50		$	0.50
Contractual term to maturity		5.00 years			4.96 years
Market volatility:
Volatility		23.36	%		23.30	%
Risk-adjusted interest rate		3.72	%		3.78	%

The aggregate maturity on the convertible notes payable as of April 30, 2026, are as follows:

The following table reflects the issuances of derivatives and changes in fair value inputs and assumptions related to the derivatives for the three months ended January 31, 2026.


Due in less than one year	$	488,237
Due after one year		–
		488,237
Less current portion		(488,237	)
Convertible notes payable, non-current portion	$	–

	January 31, 2026
Balances at beginning of period	$	39,543
Issuances:
Embedded derivatives		197,382
Warrant derivatives		72,973
Changes in fair value inputs and assumptions reflected in income		188,792
Balances at end of period	$	498,690

NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS

~~NOTE~~Embedded ~~8: STOCK OPTIONS~~derivatives

The ~~2018 Equity Incentive Plan was approved by the Board of Directors on July 1, 2018 and the~~ Company ~~amended the equity plan on December 17, 2023. In conjunction with the recapitalization and effective January 3, 2024, the Company adopted the Heliospace 2018 Equity Plan as the Company~~’s ~~Plan~~convertible ~~(“Equity Plan”).~~promissory Onnotes ~~August 19, 2025, the Company adopted the Helio Corporation 2025 Equity Incentive Plan (the “2025 Plan”),~~gave ~~which~~rise ~~was~~to ~~also~~derivative ~~approved~~financial ~~by the Company’s stockholders on August 19, 2025~~instruments. The ~~2025~~notes ~~Plan~~embodied iscertain ~~intended~~terms ~~to assist the Company in recruiting~~ and ~~retaining~~conditions ~~employees,~~that ~~officers,~~were ~~directors,~~not clearly and ~~consultants,~~closely ~~and~~related to the ~~provide~~host ~~incentives~~debt ~~tied~~agreement ~~to increases~~ in ~~the~~terms ~~value~~ of ~~the~~economic ~~Company’s equity.~~risks ~~Unless~~and ~~terminated~~characteristics. ~~earlier~~These byterms ~~the Board, the 2025 Plan will terminate on August 19, 2035,~~ and nofeatures ~~awards~~consist ~~may~~of bethe ~~granted~~embedded ~~after~~conversion ~~that date~~option.

~~F-19~~The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of April 30, 2026 and October 31, 2025 and the amounts that were reflected in operations related to derivatives for the period ended:

The 2025 Equity Plan limits the shares of common stock authorized to be awarded as stock awards to 2,382,352 shares as of January 31, 2026 and October 31, 2025, respectively. Employees are provided stock options vesting over a period of four years with a one year cliff. After one year, 25% of the award size vests followed by 1/48th of the award size for each month thereafter. On a case-by-case basis, options have been granted outright with no vest period.

Schedule of derivative liabilities
	April 30, 2026
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivative liabilities		5,188,200	$	621,423
Total		5,188,200	$	621,423

Due to the change-in-control transaction described in Note 1, there was a recapitalization for which the Company’s stock options were adjusted for the new capital structure. The Company adjusted each of the granted options a 0.612 factor.

	October 31, 2025
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivative liabilities		393,717	$	39,543
Total		393,717	$	39,543

~~During the three months ended January 31, 2026 and 2025, there were no stock options granted.~~21

	Number of Shares		Weighted Average Exercise Price ($)		Weighted Average Remaining Term (Three months)		Aggregate Intrinsic Value
Three months ended January 31, 2025
Balance as of October 31, 2024		1,422,307	$	0.09		7.02	$	6,980,951
Issued		-		-		-		-
Canceled		-		-		-		-
Exercised		-		-		-		-
Balance as of January 31, 2025		1,422,307	$	0.09		6.77	$	6,980,951
Exercisable as of January 31, 2025		1,145,578	$	0.09		6.42	$	5,679,031
Three months ended January 31, 2026
Balance as of October 31, 2025		1,750,971	$	0.43		6.73	$	438,197
Issued		-		-		-		-
Canceled		-		-		-		-
Exercised		-		-		-		-
Balance as of January 31, 2026		1,750,971	$	0.43		6.48	$	1,618,854
Exercisable as of January 31, 2026		1,635,980	$	0.45		6.40	$	1,491,702

The following table summarizes the effects on the Company’s loss associated with changes in the fair values of the derivative financial instruments by type of financing for the three and six months ended April 30, 2026 and 2025:

Stock-based compensation from stock awards for the three months ended January 31, 2026 and 2025 was $32,384 and $46,497, respectively. As of January 31, 2026 and October 31, 2025, there remained $78,597 and $110,981 of unrecognized stock-based compensation from stock option awards, respectively. As of January 31, 2026, there were 1,635,980 shares of common stock related to stock option grants that were vested and 114,991 stock option grants that were unvested.


	For the Three months Ended
	April 30, 2026			April 30, 2025
Embedded derivative liability	$	(8,644	)	$	–
Warrant derivative liability		(121,506	)		–
Total gain (loss)	$	(130,150	)	$	–

F-20

	For the Six months Ended
	April 30, 2026			April 30, 2025
Embedded derivative liability	$	(478	)	$	–
Warrant derivative liability		(318,464	)		–
Total gain (loss)	$	(318,942	)	$	–

~~NOTE~~Current 9:accounting ~~LEASES~~principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in operations. The Company has selected the Lattice Model valuation technique to fair value the embedded derivatives because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Lattice Model technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration has passed, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market price on the valuation date and the applicable conversion price.

~~The~~Significant ~~Company~~range ~~leases its manufacturing facility and it is classified as an operating lease. The Company recognized right~~ of ~~use~~inputs ~~assets~~ and ~~lease~~results ~~liabilities~~arising ~~pursuant to these leases. Leases with an initial~~from ~~term~~the ofLattice ~~12 months~~Model orprocess ~~less or leases that~~ are ~~immaterial~~as ~~are~~follows ~~not~~for ~~included on~~ the ~~condensed~~embedded ~~consolidated~~derivatives ~~balance~~that ~~sheets.~~have ~~The~~been ~~lease liability~~bifurcated ~~was~~from ~~calculated at~~ the ~~commencement~~convertible ~~date~~notes ofand ~~each lease by discounting the future payments using the Company’s incremental~~classified ~~borrowing~~in ~~rate of 10%.~~liabilities:

The lease for the manufacturing facility commenced on June 1, 2022, and has a term of five years. For the first twelve months the monthly lease payments were $36,000. The monthly lease payments are subject to an annual increase of 3%.


	Inception Dates Note		Period Ended April 30, 2026
Underlying price on valuation date	$	0.33 - 1.03	$	$0.33 - 0.42
Effective contractual conversion rates	$	0.20 - 0.88	$	$0.20 - 0.36
Contractual term to maturity		0.49 - 1.00 years		0.13 - 0.70 years
Market volatility:
Volatility		20.47 - 26.90%		21.73 - 24.04%
Risk-adjusted interest rate		3.43 - 4.06%		3.71 - 3.76%

~~Right-of-use lease asset is summarized below:~~22

	January 31, 2026			October 31, 2025
Manufacturing lease	$	1,788,571		$	1,788,571
Less: accumulated amortization		(1,304,459	)		(1,222,210	)
Right-of-use lease asset, net	$	484,112		$	566,361

The detachable warrants issued with the convertible notes require derivative liability classification due to agreements containing a fundamental transaction clause which could require net cash settlement in certain situations. The warrant fair value was calculated using the Black-Scholes option pricing model using the following inputs:

Operating lease liability is summarized below:

	Inception
	Dates Note
Underlying price on valuation date	$	0.60
Effective contractual conversion rates	$	0.50
Contractual term to maturity		5.00 years
Market volatility:
Volatility		23.36%
Risk-adjusted interest rate		3.72%

	January 31, 2026			October 31, 2025
Manufacturing lease	$	599,953		$	701,275
Less: current portion		(441,204	)		(477,956	)
Long term portion	$	158,749		$	223,319

The following table reflects the issuances of derivatives and changes in fair value inputs and assumptions related to the embedded derivatives for the six months ended April 30, 2026.

Future minimum lease payments required under this operating lease on an undiscounted cash flow basis as of January 31, 2026 were as follows:


	April 30, 2026
Balances at beginning of period	$	39,543
Issuances:
Embedded derivatives		670,639
Warrant derivatives		72,973
Extinguishments:
Embedded derivatives		(89,237	)
Warrant derivatives		(391,437	)
Changes in fair value inputs and assumptions reflected in operations		318,942
Balances at end of period	$	621,423

2026	$	359,942
2027		283,626
Total future minimum lease payments	$	643,568
Less imputed interest		(43,615	)
Total operating lease liability	$	599,953

NOTE 8: STOCK OPTIONS

~~The~~On ~~Company~~August ~~recognized~~19, ~~rent~~2025, ~~expense~~the ~~pursuant~~Company toadopted ~~this~~the ~~lease~~Helio Corporation on2025 Equity Incentive Plan (the ~~straight-line basis in~~“2025 ~~accordance~~Plan”), ~~with~~which was also approved by the ~~guidance~~Company’s instockholders ~~ASC 842~~on August 19, 2025. The ~~Company~~2025 ~~recognized~~Plan ~~rent~~is ~~expense~~intended ofto ~~$89,430~~assist ~~and~~the ~~$100,019~~Company ~~for~~in ~~the~~recruiting ~~three~~and ~~months~~retaining ~~ended January~~employees, 31officers, ~~2026~~directors, and ~~2025~~ consultants, and ~~related~~to provide incentives tied to ~~this~~increases ~~lease,~~in ~~which~~the isvalue ~~included~~of ~~within~~the ~~facilities~~Company’s ~~expense~~equity. onUnless terminated earlier by the ~~condensed~~Board, ~~consolidated~~the ~~statements~~2025 ofPlan ~~operations~~will terminate on August 19, 2035, and no awards may be granted after that date.

FThe 2025 Equity Plan limits the shares of common stock authorized to be awarded as stock awards to 2,382,352 shares as of April 30, 2026 and October 31, 2025, respectively. Employees are provided stock options vesting over a period of four years with a one year cliff. After one year, 25% of the award size vests followed by 1/48th of the award size for each month thereafter. On a case-21by-case basis, options have been granted outright with no vest period.

~~NOTE 10: COMMITMENTS AND CONTINGENCIES~~23

~~Legal~~Due ~~Proceedings~~to the change-in-control transaction described in Note 1, there was a recapitalization for which the Company’s stock options were adjusted for the new capital structure. The Company adjusted each of the granted options a 0.612 factor.

~~The~~During ~~Company is not presently a party to any legal proceedings,~~ the ~~resolution~~three ofand ~~which~~six ~~the~~months ~~Company~~ended ~~believes~~April ~~would have a material adverse effect on its business~~30, ~~financial condition, operating~~2026 ~~results, or cash flows. However, legal proceedings are subject to inherent uncertainties,~~ and ~~an unfavorable outcome could include monetary damages~~2025, ~~and~~there ~~excessive~~were ~~verdicts~~no ~~can~~stock ~~result~~options ~~from litigation, and as such, could result in a material adverse impact on its business, financial position, results of operations, and/or cash flows~~granted.

NOTE 11: CLIENT CONCENTRATIONS

Number of
Shares

Weighted Average
Exercise
Price ($)

Weighted
Average
Remaining
Term
(Three months)

Aggregate
Intrinsic
Value

Three and six months ended April 30, 2025

Balance as of October 31, 2024

1,422,307

0.09

7.02

6,980,951

Issued

–

Canceled

–

Exercised

–

Balance as of January 31, 2025

1,422,307

0.09

6.77

6,980,951

Issued

–

Canceled

–

Exercised

–

Balance as of April 30, 2025

1,422,307

0.09

6.52

6,980,951

Three and six months ended April 30, 2026

Balance as of October 31, 2025

1,750,971

0.43

6.73

438,197

Issued

–

Canceled

–

Exercised

–

Balance as of January 31, 2026

1,750,971

0.43

6.48

1,618,854

Issued

–

Canceled

–

Exercised

52,604

0.09

–

Balance as of April 30, 2026

1,698,367

0.44

6.23

3,298,610

Exercisable as of April 30, 2026

1,615,129

0.45

6.18

3,227,960

~~Four~~Stock-based compensation ~~customers~~from ~~accounted~~stock awards for the six 99months ended April 30, 2026 and 2025 was $59,381 and $87,754, respectively.8% ofStock-based compensation ~~the~~from ~~Company’s~~stock ~~outstanding~~awards ~~receivables~~for onthe three ~~January~~months 31ended April 30, 2026 and ~~four~~2025 ~~customers~~was ~~accounted~~$26,997 ~~for~~and ~~99%~~$41,257, ofrespectively. ~~the~~As ~~Company’s~~of ~~outstanding~~April ~~receivables~~30, on2026 and October 31, 2025., there ~~The~~remained ~~table~~$51,600 and ~~below~~$110,981 ~~summarizes~~of ~~the~~unrecognized ~~accounts~~stock-based compensation ~~receivable~~from ~~concentrations~~stock byoption ~~customer~~awards, asrespectively. As of ~~January 31~~April 30, 2026, ~~and~~there ~~October~~were 311,615,129 ~~2025:~~shares of common stock related to stock option grants that were vested and 83,238 stock option grants that were unvested.

	Accounts Receivable Concentration
	January 31,			October 31
Company	2026			2025
A	82.7		%	45		%
B		7.9	%		31	%
C		6.0	%		17	%
D		3.2	%		6	%
		99.8	%		99	%

~~For~~NOTE ~~the~~9: three months ended January 31, 2026 and 2025, the Company’s revenue was concentrated amongst eleven and eight customers, respectively. For the three months ended January 31, 2026 and 2025, 75% of all revenue was obtained from government sources either as a direct contractor or subcontractor, with the remaining 25% of revenue from private customers.LEASES

~~NOTE~~The Company leases its manufacturing facility and it is classified as an operating lease. The Company recognized right of use assets and lease liability pursuant to these leases. Leases with an initial term of 12: months ~~SEGMENT~~or ~~INFORMATION~~less or leases that are immaterial are not included on the condensed consolidated balance sheets. The lease liability was calculated at the commencement date of the lease by discounting the future payments using the Company’s incremental borrowing rate of 10%.

The ~~Company~~lease ~~conducts~~for ~~its business activities and reports financial results as one business segment. The presentation of financial results as one reportable segment is consistent with~~ the ~~way~~manufacturing ~~the~~facility ~~Company~~commenced ~~operates~~on ~~its~~June 1, ~~business~~2022, and ishas ~~consistent~~a ~~with~~term ~~the~~of ~~manner in which the Chief Operating Decision Maker (“CODM”) evaluates performance and makes resource and operating decisions for the business~~five years. ~~The~~For ~~Company’s CODM is~~ the ~~Chief~~first ~~Executive~~twelve ~~Officer.~~months ~~Furthermore,~~ the ~~Company~~ ~~notes~~monthly ~~that~~lease ~~monitoring~~payments ~~financial~~were ~~results as one reportable segment helps the CODM manage costs on a consolidated basis~~$36, ~~consistent with the integrated nature of the operations~~000. The ~~CODM uses net loss, as reported on the Condensed Consolidated Statements of Operations,~~monthly inlease ~~evaluating~~payments ~~the~~are ~~performance~~subject ~~of the Company and determining how~~ to ~~allocate~~an ~~resources~~annual increase of ~~the Company as a whole~~3%. ~~As the CODM evaluates performance on a consolidated basis, all required financial segment information is included in the condensed consolidated financial statements.~~

FRight-22of-use lease asset is summarized below:

NOTE 13: SUBSEQUENT EVENTS


	April 30, 2026			October 31, 2025
Manufacturing lease	$	1,788,571		$	1,788,571
Less: accumulated amortization		(1,389,270	)		(1,222,210	)
Right-of-use lease asset, net	$	399,301		$	566,361

InOperating ~~preparing~~lease ~~these~~liability ~~condensed~~is ~~consolidated~~summarized financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Such events or transactions are described below ~~as of the date these unaudited condensed consolidated financial statements were issued.~~:

The following subsequent events occurred after January 31, 2026, and prior to the filing of this Quarterly Report on Form 10-Q.


	April 30, 2026			October 31, 2025
Manufacturing lease	$	496,077		$	701,275
Less: current portion		(455,892	)		(477,956	)
Long term portion	$	40,185		$	223,319

~~Convertible~~Future ~~Note~~minimum ~~Financings~~lease payments required under this operating lease on an undiscounted cash flow basis as of April 30, 2026 were as follows:

On February 9, 2026 and February 17, 2026, the Company entered into separate Securities Purchase Agreements pursuant to which it issued an aggregate principal amount of approximately $760,272 of promissory notes to four unaffiliated accredited investors. After giving effect to original issue discounts and legal fee deductions, the Company received aggregate net cash proceeds of approximately $667,000. The notes contain various interest, conversion, prepayment and default provisions as described below.


Remainder of 2026	$	241,928
2027		283,626
Total future minimum lease payments	$	525,554
Less imputed interest		(29,477	)
Total operating lease liability	$	496,077

OnThe ~~February 9, 2026, the~~ Company ~~entered~~recognized ~~into~~rent aexpense ~~Securities~~pursuant ~~Purchase~~to this ~~Agreement~~lease (on the ~~“CFI~~straight-line basis ~~SPA”)~~in accordance with ~~CFI~~the ~~Capital~~guidance ~~LLC~~in ~~(“CFI”),~~ASC 842. ~~pursuant~~The ~~to which the~~ Company ~~agreed~~recognized torent ~~issue~~expense ~~and~~of ~~sell~~$208,670 and ~~CFI agreed to purchase~~$200,038 afor ~~6% Convertible Redeemable Note in~~ the ~~aggregate~~six ~~principal~~months ~~amount~~ended ofApril ~~$200~~30,~~000~~ ~~(the~~2026 ~~“CFI~~and 2025, ~~Note”). The~~related ~~CFI~~to ~~Note~~this ~~contains an original issue discount of $20~~lease,~~000,~~ ~~resulting~~The inCompany arecognized ~~purchase~~rent ~~price~~expense of $~~180~~89,~~000,~~430 and ~~less a~~ $5100,~~000~~019 ~~legal~~for ~~fee~~the ~~deduction, resulting~~three inmonths ~~net~~ended ~~proceeds~~April ~~of $175~~30,~~000~~ ~~before~~2026 ~~expenses.~~and 2025, ~~The~~related ~~CFI~~to ~~Note~~this ~~bears~~lease, ~~interest~~which atis ~~six~~included ~~percent~~within ~~(6%)~~facilities ~~per annum from February 9, 2026~~expense ~~and~~on ~~matures~~the oncondensed ~~February~~consolidated 9,statements ~~2027~~of operations.

Following the six-month anniversary of issuance, CFI may, subject to certain beneficial ownership limitations, convert all or any portion of the outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price equal to sixty percent (60%) of the lowest trading price of the Company’s common stock during the twenty (20) trading days preceding the conversion date. In the event of a DTC “Chill,” the conversion price is reduced to fifty percent (50%) of the lowest trading price during the applicable lookback period. The CFI Note contains a 4.99% beneficial ownership limitation, which may be increased to 9.99% upon 60 days’ prior written notice.25

~~The~~NOTE ~~CFI~~10: ~~Note~~COMMITMENTS ~~further~~AND provides that if the Company issues securities to another party with more favorable conversion terms (including conversion price, discount or lookback period), such conversion terms will be adjusted in favor of CFI.CONTINGENCIES

~~The~~Legal CFI Note may be prepaid subject to premiums ranging from 105% to 140% of the principal amount, plus accrued interest, depending on the timing of redemption. In the case of a “Sale Event” (as defined in the CFI Note), the Company must, at CFI’s election, either redeem the CFI Note in cash subject to the applicable premium or permit conversion at the applicable conversion price.Proceedings

~~Upon~~The anCompany ~~event~~is ofnot ~~default,~~presently ~~unless~~a ~~cured~~party ~~within~~to ~~five~~any ~~days or waived by~~legal ~~the Holder~~proceedings, ~~and during~~ the ~~continuation~~resolution of anwhich ~~event~~the ofCompany ~~default,~~believes ~~including,~~would ~~among~~have ~~other~~a ~~things,~~material ~~payment~~adverse ~~defaults,~~effect ~~covenant~~on ~~breaches,~~its ~~reporting delinquency~~business, ~~delisting,~~financial ~~insolvency events or cross-default~~condition, ~~unless cured by the Company within five days or otherwise waived in writing~~operating ~~by CFI~~results, ~~CFI~~or ~~may~~cash ~~declare the CFI Note immediately due and payable~~flows. ~~Upon default~~However, ~~interest~~legal ~~accrues~~proceedings atare ~~the~~subject ~~highest~~to ~~rate~~inherent ~~permitted~~uncertainties, ~~by Florida law~~ and ~~the~~an ~~conversion~~unfavorable ~~price~~outcome iscould ~~adjusted~~include ~~to forty-five percent (45%) of the lowest trading price during the applicable lookback period.~~monetary ~~Further~~damages, ifand ~~the~~excessive ~~Company~~verdicts iscan ~~delinquent~~result orfrom ~~continues~~litigation, toand beas ~~delinquent~~such, ~~after~~could ~~six~~result ~~months of the Note~~ in ~~its SEC reports, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as~~ a ~~base~~material ~~price~~adverse ~~for~~impact ~~conversion.~~on ~~The~~its ~~foregoing~~business, ~~description~~financial ofposition, ~~the~~results ~~CFI SPA and CFI Note does not purport to be complete and is qualified in its entirety by reference to the full text~~ of ~~such agreements~~operations, ~~which~~ ~~are filed as exhibits to this Quarterly Report on Form 10-Q~~ and/or ~~are~~cash ~~incorporated herein by reference~~flows.

~~F-23~~NOTE 11: CLIENT CONCENTRATIONS

OnFour ~~February~~customers ~~17,~~accounted ~~2026,~~for ~~the Company entered into~~96% aof ~~Securities Purchase Agreement (~~the ~~“GS~~Company’s ~~SPA”)~~outstanding ~~with~~receivables GSon ~~Capital~~April ~~Partners~~30, ~~LLC~~2026 ~~(“GS”),~~and ~~pursuant~~four tocustomers ~~which~~accounted ~~the~~for ~~Company~~99% ~~issued~~of ~~a 12% Promissory Note in~~ the ~~principal~~Company’s ~~amount~~outstanding ofreceivables ~~$150~~on October 31,~~000~~ ~~(the “GS Note”)~~2025. The GStable ~~Note~~below ~~contains~~summarizes anthe ~~original~~revenue ~~issue discount~~concentrations ofby ~~$11,000,~~customer ~~resulting~~as ~~in a purchase price~~ of ~~$139,000,~~April ~~less a $4~~30,~~000~~ ~~legal fee deduction~~2026, ~~resulting~~and inOctober ~~net proceeds of $135~~31,~~000~~ ~~before expenses. The Company issued 12,000 restricted shares of common stock to GS as commitment shares (the “GS Commitment Shares”).~~2025:

The GS Note bears interest at twelve percent (12%) per annum. Interest is payable in shares of the Company’s common stock (“Interest Shares”), and GS may convert accrued interest into Interest Shares in accordance with the conversion formula set forth in the GS Note.

	Revenue Concentration
	April 30,		October 31
Company	2026		2025
A		39%		45%
B		26%		31%
C		22%		17%
D		9%		6%
		96%		99%

~~The~~For GSthe ~~Note~~three ~~matures~~months onended ~~February~~April 1730, ~~2027.~~2026 ~~Beginning~~and 2025, ~~August~~the 17Company’s revenue was concentrated amongst five and nine customers, respectively. For the three months ended April 30, 2026, 93% of all revenue was obtained from government sources either as a direct contractor or subcontractor with the ~~Company~~remaining is7% ~~required~~from toa ~~make~~private customer. ~~six~~For ~~(6)~~the ~~equal~~three ~~monthly~~months ~~payments~~ended ofApril ~~$25~~30,~~000~~ ~~each~~2025, 57% of all revenue was obtained from government sources either as a direct contractor or subcontractor, with ~~any~~the remaining ~~outstanding~~43% ~~amounts due~~of atrevenue ~~maturity~~from private customers.

~~Upon~~For the ~~occurrence~~six ofmonths anended ~~Event~~April of30, ~~Default~~2026 ~~(as defined~~and in 2025, the GSCompany’s ~~Note),~~revenue GSwas ~~may,~~concentrated atamongst ~~its option~~ five and ~~subject to certain beneficial ownership limitations~~nine customers, ~~convert~~respectively. ~~all~~For ~~or any portion of~~ the ~~outstanding~~six ~~principal~~months ~~and~~ended ~~accrued~~April ~~interest~~30, ~~including default interest and other amounts due~~2026, ~~into shares~~ 84% of ~~the~~all ~~Company’s~~revenue ~~common stock~~was atobtained afrom ~~conversion~~government ~~price~~sources ~~equal~~either toas ~~seventy~~a ~~percent~~direct ~~(70%)~~contractor ofor ~~the~~subcontractor ~~lowest~~with ~~trading price of~~ the ~~common~~remaining ~~stock during the fifteen (15) trading~~16% ~~days~~from ~~preceding~~a ~~the~~private ~~date of conversion~~customer. InFor the ~~event~~six ofmonths aended ~~DTC~~April ~~“Chill~~30,” ~~the~~2025, ~~conversion price is reduced to fifty percent (50~~67%) of ~~the~~all ~~lowest~~revenue ~~trading~~was ~~price~~obtained ~~during~~from ~~the~~government ~~applicable~~sources ~~lookback~~either ~~period.~~as ~~The GS Note contains~~ a ~~4.99%~~direct ~~beneficial~~contractor ~~ownership~~or ~~limitation~~subcontractor, ~~which may~~with bethe ~~increased~~remaining ~~to 9.99~~33% of ~~upon~~revenue 60from ~~days’~~private ~~prior written notice~~customers.

~~If,~~NOTE ~~while~~12: ~~the~~SEGMENT GS Note is outstanding, the Company consummates a financing transaction resulting in net proceeds of $700,000 or more in one or more closings, any proceeds in excess of $700,000 must be used to retire outstanding balances under the GS Note.INFORMATION

The GSCompany ~~Note~~conducts ~~further~~its ~~provides~~business ~~that~~activities ifand reports financial results as one business segment. The presentation of financial results as one reportable segment is consistent with the ~~Company~~way ~~issues~~the ~~securities~~Company tooperates ~~another~~its ~~party~~business and is consistent with ~~more~~the ~~favorable~~manner ~~conversion~~in ~~terms~~which the Chief Operating Decision Maker (~~including~~“CODM”) ~~conversion~~evaluates performance ~~price~~and makes resource and operating decisions for the business. The Company’s CODM is the Chief Executive Officer. Furthermore, the ~~discount~~Company ornotes ~~lookback~~that ~~period)~~monitoring financial results as one reportable segment helps the CODM manage costs on a consolidated basis, ~~such~~consistent ~~conversion~~with ~~terms~~the ~~will~~integrated benature ~~adjusted~~of the operations. The CODM uses net loss, as reported on the Condensed Consolidated Statements of Operations, in ~~favor~~evaluating the performance of GSthe Company and determining how to allocate resources of the Company as a whole. As the CODM evaluates performance on a consolidated basis, all required financial segment information is included in the condensed consolidated financial statements.

Upon an Event of Default, if not cured by the Company within five (5) days or waived by GS, GS may declare the GS Note immediately due and payable and the outstanding principal increases to 150% of the outstanding principal balance, together with accrued interest and other amounts due. Events of Default include, among other things, payment defaults, covenant breaches, reporting delinquency, delisting or loss of quotation, insolvency events, failure to maintain required share reserves, termination of the Company’s transfer agent without consent, and certain cross-defaults.26

~~The~~NOTE ~~foregoing~~13: description of the GS SPA and GS Note does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as exhibits to this Quarterly Report on Form 10-Q and are incorporated herein by reference.EQUITY

~~F-24~~Common Stock

OnDuring ~~February 17, 2026,~~ the ~~Company~~three ~~entered~~months ~~into~~ending aApril ~~Securities~~30, ~~Purchase~~2026, ~~Agreement (~~the ~~“Quick~~Company ~~SPA”)~~issued ~~with Quick Capital, LLC (“Quick”), pursuant to which~~ the ~~Company~~following ~~agreed~~common tostock ~~issue~~for ~~and sell~~services: 321,000 ~~and~~shares ~~Quick agreed~~ to ~~purchase,~~consultants afor ~~Convertible~~services ~~Promissory~~performed ~~Note~~ in ~~the~~lieu ~~aggregate principal amount~~ of ~~$172,222~~cash ~~(the “Quick Note”).~~totaling ~~The Quick Note contains an original issue discount of~~ $1733,~~222~~540; ~~and $5~~50,000 ~~withheld~~shares ~~for~~to ~~legal~~its ~~expenses,~~CFO ~~resulting~~as incompensation ~~net~~totaling ~~proceeds~~$31,892; toand the Company ofissued $150,000 ~~before~~shares ~~other~~to ~~expenses.~~Board ~~The~~members ~~Quick~~as ~~Note~~compensation totaling ~~matures twelve (12) months from the date of issuance~~$209,500.

~~The~~During ~~Quick~~the ~~Note~~three ~~bears~~months ~~interest~~ending atJanuary ~~six~~31, ~~percent (6%)~~2026, ~~per annum on~~ the ~~outstanding~~Company ~~principal~~issued ~~amount.~~3,000,000 ~~Upon~~shares ~~the~~to ~~occurrence~~its ~~and~~CEO ~~continuation~~as ofcompensation antotaling ~~Event~~$1,500,000 ofand ~~Default~~1,262,000 ~~the~~shares ~~interest~~to ~~rate~~a ~~increases to~~consultants ~~the~~in ~~lesser~~lieu of ~~twenty-four~~cash totaling ~~percent (24%) per annum or the maximum rate permitted by applicable law~~$631,600.

~~Beginning~~On onMarch ~~the~~12, ~~180th day following issuance~~2026, ~~and subject to~~ a ~~4.99%~~convertible ~~beneficial~~note ~~ownership~~holder ~~limitation,~~received ~~Quick may convert all or any portion of the outstanding principal~~263,198 ~~accrued interest and other amounts due into~~ shares of ~~the Company’s~~ common stock atin aexchange ~~conversion~~for price equal to sixty percent (60%) of the lowest trading price of the Company’s common stock during the twenty (20) trading days preceding the date of conversion. Upon the occurrence of an Event of Default, the conversion discount increases such that the conversion price equals forty-five percent (45%) of the lowest trading price during the applicable lookback period. The Company is required to maintain a ~~share~~cashless ~~reserve~~exercise ~~equal to at least four (4) times the number~~ of ~~shares issuable upon full conversion of the Quick Note~~300,000 ~~and failure to maintain such reserve constitutes an Event of Default~~warrants.

~~The~~Series ~~Quick~~A ~~Note~~Preferred may be prepaid by the Company, subject to the prior written consent of the Holder, upon not less than three (3) trading days’ prior written notice. If prepaid within the first 180 days following issuance, the Company must pay a premium equal to (i) 105% of the outstanding principal and accrued interest if prepaid within 0–30 days of issuance, (ii) 110% if prepaid during days 31–60, (iii) 120% if prepaid during days 61–90, (iv) 130% if prepaid during days 91–120, (v) 135% if prepaid during days 121–150, and (vi) 140% if prepaid during days 151–180. The Note may not be prepaid after the 180th day anniversary of the issuance date.Stock

~~Upon~~On anApril ~~Event of Default~~17, ~~including~~2026, ~~among~~the ~~other things,~~Company ~~payment~~designated ~~defaults~~1,500,000 shares ~~breaches~~ of ~~representations~~Series orA ~~covenants,~~Convertible ~~failure~~Preferred toStock ~~maintain~~("Series ~~SEC~~A ~~reporting~~Preferred ~~compliance~~Stock"), ~~delisting~~par orvalue ~~loss~~$0.0001 ~~of quotation,~~per ~~insolvency events, failure to maintain required~~ share ~~reserves~~, orpursuant ~~cross-default under other indebtedness owed~~ to ~~Quick~~a orCertificate ~~its~~of ~~affiliates,~~Designation ~~the~~filed ~~Quick~~with ~~Note becomes immediately due and payable and~~ the ~~outstanding~~State ~~principal~~of ~~balance~~Florida. ~~increases~~Each toshare ~~one hundred fifty percent (150%)~~ of ~~the~~Series ~~outstanding~~A ~~principal~~Preferred ~~amount,~~Stock ~~together~~has ~~with~~a ~~accrued~~stated ~~and~~value ~~unpaid interest and other amounts due; in certain circumstances, the default amount increases to two hundred percent (200%)~~ of ~~the~~$1.00 ~~outstanding~~per ~~principal~~share.

~~While~~The ~~the~~Series ~~Quick~~A ~~Note~~Preferred isStock ~~outstanding,~~ranks ~~the~~senior ~~Holder is entitled~~ to ~~participate~~the Company’s incommon ~~any~~stock ~~pro~~with ~~rata~~respect ~~issuance~~to ofdividend rights toand ~~purchase~~distributions ~~common~~upon ~~stock~~liquidation, dissolution, or ~~other~~winding ~~securities~~up asof ifthe itCompany. ~~were~~Holders aare entitled ~~holder~~to ofcumulative ~~the~~dividends ~~number~~at an annual rate of ~~shares~~10% of ~~common stock~~the ~~issuable~~stated value, payable upon ~~full~~redemption, ~~conversion~~liquidation, ofor conversion. Upon the ~~Quick~~occurrence ~~Note~~of ~~(without~~certain ~~regard~~events toof ~~any~~default, ~~conversion~~the ~~limitations)~~dividend ~~immediately~~rate ~~prior~~increases to ~~the applicable record date~~22%.

~~Board~~In ~~Resignations~~the event of liquidation, dissolution, winding up, or a deemed liquidation event, holders of Series A Preferred Stock are entitled to receive, prior to any distribution to holders of common stock, an amount equal to the stated value of the shares plus accrued and unpaid dividends and any applicable adjustment amounts as defined in the Certificate of Designation.

OnThe ~~March~~Company ~~17,~~may ~~2026,~~redeem ~~Paul~~the ~~Turin~~Series ~~resigned~~A asPreferred ~~a member of the Board of~~Stock ~~Directors~~during ofspecified ~~Helio~~redemption ~~Corporation~~periods ~~(the~~at ~~“Company”),~~amounts ~~effective~~ranging ~~March~~from ~~17,~~110% ~~2026.~~to ~~Mr.~~123% ~~Turin’s~~of ~~resignation from~~ the ~~Board~~stated ~~was voluntary~~value, ~~and~~subject ~~not~~to the ~~result~~terms of ~~any disagreement with~~ the ~~Company~~Certificate of onDesignation. ~~any~~In ~~matter~~addition, ~~relating~~beginning totwelve ~~the~~months ~~Company’s~~after ~~operations~~issuance, ~~policies~~ or ~~practices.~~ ~~Mr.~~upon ~~Turin~~certain ~~remains~~events ~~the Chief Engineer~~ of default, the Company. ~~The~~may ~~Company~~be isrequired ~~furnishing~~to redeem asthe ~~Exhibit~~outstanding ~~99.1~~shares ~~hereto~~for ~~a copy of Mr~~cash. ~~Turin’s letter of resignation.~~

On March 17, 2026, Stuart Bale resigned as a member of the Board of Directors of the Company, effective March 17, 2026. Mr. Bale’s resignation from the Board was voluntary and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Bale remains the Chief Scientist of the Company. The Company is furnishing as Exhibit 99.2 hereto a copy of Mr. Bale’s letter of resignation.27

~~F-25~~Beginning 180 days after issuance, holders may convert the Series A Preferred Stock into shares of the Company’s common stock. The conversion price is variable and is generally equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days preceding the conversion date, subject to adjustment provisions contained in the Certificate of Designation.

~~ITEM~~On 2February 6, 2026, the Company sold 15 shares of Series A Convertible Preferred Stock for $15,000. ~~MANAGEMENT’S~~The ~~DISCUSSION~~shares ~~AND~~were ~~ANALYSIS~~simultaneously OFconverted ~~FINANCIAL~~into ~~CONDITION~~12,510 ~~AND~~shares ~~RESULTS~~of OFcommon ~~OPERATIONS~~stock. As of April 30, 2026, there are no shares of Series A Convertible Preferred Stock outstanding.

~~Special~~Series ~~Note~~D ~~Regarding~~Preferred ~~Forward-Looking Statements~~Stock

~~Certain~~On ~~matters~~April ~~discussed~~30, in2026, ~~this~~the ~~Quarterly~~Company ~~Report~~issued 250,000 ~~including~~shares ~~(without~~of ~~limitation)~~Convertible ~~statements~~Preferred ~~under~~Stock ~~“Management’s~~to ~~Discussion~~an ~~and~~investor ~~Analysis~~for ofaggregate ~~Financial~~cash ~~Condition~~proceeds ~~and Results~~ of ~~Operations”~~ ~~contain forward-looking statements. Although we believe that~~$100, ~~in making any such statements~~000, or ~~our expectations are based~~$0.40 onper ~~reasonable~~share. ~~assumptions,~~The ~~any~~shares ~~such~~were ~~statement~~issued ~~may~~pursuant beto ~~influenced~~a bySecurities ~~factors~~Purchase ~~that~~Agreement ~~could~~dated ~~cause~~April ~~actual~~30, ~~outcomes and results to be materially different from those projected~~2026.

~~These~~The ~~forward-looking~~Convertible ~~statements~~Preferred ~~include~~Stock ~~statements relating~~carries toa ~~our anticipated financial performance and business prospects, including debt reduction, currency values and financial impact,~~cumulative ~~foreign~~annual ~~exchange~~dividend ~~counterparty~~equal ~~exposures,~~to ~~the~~10% ~~impact~~ of ~~pending legal proceedings, adequate liquidity levels, dividends, share repurchases or other capital deployment initiatives and/or statements preceded by, followed by or that include~~ the ~~words~~face ~~“believe,”~~value “will,” “will be,” “will continue,” “will likely result,” “may,” “predicts,” “so we can,” “when,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “aim,” “could,” “plans,” “seeks” and similar expressions. These forward-looking statements speak only as of the ~~date~~preferred ~~stated,~~shares ~~and~~held we do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by ~~these~~the ~~forward-looking statements will not be realized~~investor. ~~Although~~Dividends weaccrue ~~believe~~annually ~~that~~and ~~the expectations reflected in these forward-looking statements~~ are ~~reasonable, these expectations may not prove to be correct or we may not achieve the financial~~payable ~~results, savings or other benefits anticipated~~ in ~~the~~accordance ~~forward-looking~~with ~~statements. These forward-looking statements are necessarily estimates reflecting~~ the ~~best~~terms ~~judgment~~ of ~~our senior management and involve a number of risks and uncertainties, some of which may be beyond our control. These risks and uncertainties, including those disclosed in~~ the ~~“Risk Factors” section in our registration statement on Form S-1, as amended (File No~~agreement. ~~333-284062) (the “S-1 Registration Statement”) could cause actual results to differ materially from those suggested by the forward-looking statements and include, without limitation:~~

●The ~~Because~~Company ofevaluated ~~historical~~the ~~and~~terms ~~expected~~of ~~operating~~the ~~losses~~Convertible Preferred ~~and~~Stock ~~net~~under ~~operating~~ASC ~~cash~~480, ~~flow~~Distinguishing ~~deficits~~Liabilities from Equity, ~~there~~and isASC ~~substantial~~815, ~~doubt~~Derivatives ~~about~~and ~~the~~Hedging. ~~Company~~Based on management’s ~~ability~~analysis, the toConvertible ~~continue~~Preferred Stock was classified as apermanent ~~going~~equity ~~concern~~as of April 30, 2026.

●As ~~Our~~of ~~limited~~April ~~operating~~30, ~~history~~2026, ~~makes~~250,000 itshares ~~difficult~~of toConvertible Preferred ~~evaluate~~Stock ~~our~~were ~~future~~issued ~~prospects~~ and ~~the~~outstanding ~~risks~~with an aggregate carrying value of $100,000 and ~~challenges~~an weaggregate ~~may~~stated ~~encounter~~value of $100,000.

●NOTE ~~Our~~14: ~~success~~SUBSEQUENT depends heavily on our executive officers, senior management team and highly trained employees; difficulty hiring officers and employees of equal competency or ineffective succession planning, could adversely affect our business.EVENTS

●In ~~Competition~~preparing ~~could~~these ~~cause~~condensed ~~downward~~consolidated ~~pressure on prices~~financial statements, ~~fewer~~management ~~customer~~has ~~orders,~~evaluated ~~reduced~~events ~~margins,~~and ~~inability~~transactions tofor ~~take~~potential ~~advantage~~recognition ofor ~~new~~disclosure ~~business~~through ~~opportunities,~~the ~~and~~date the ~~loss~~financial statements were issued. Such events or transactions are described below as of ~~market~~the ~~share~~date these unaudited condensed consolidated financial statements were issued.

●The ~~Our~~following ~~competitors~~subsequent ~~may~~events beoccurred ~~better~~after ~~capitalized~~April 30, ~~have greater revenues~~2026, and ~~have~~prior ~~more~~to ~~industry~~the orfiling ~~management~~of ~~experience~~this Quarterly Report on Form 10-Q.

●Private ~~Our~~Placement ~~competitors may develop technologies and products that are more effective than those we develop or that render our technology and products obsolete or noncompetitive.~~Memorandum

2Between May 1st and May 11th, 2026, the Company raised any additional $284,800 in proceeds in exchange for 149,409 shares of common stock in connection with the April 2026 Private Placement Memorandum.

●Series ~~Our~~A ~~projections~~Convertible ofPreferred future financial results are based on a number of assumptions by our management, some or all of which may prove to be incorrect, and actual results may differ materially and adversely from such projections.Stock

●On ~~Our~~May ~~estimated~~8, ~~and~~2026, ~~projected~~the ~~market~~Company ~~for~~raised ~~our~~$175,000 ~~products~~through the ~~and~~sale ~~services~~of ~~may~~Series beA ~~inaccurate~~Convertible ~~and~~Preferred ~~may not reach our expected potential~~Stock.

●Series WeB ~~will~~Convertible ~~incur~~Preferred ~~significant expenses and capital expenditures to execute our business plan; there are no assurances that we will obtain adequate financing to meet these expenditures.~~Stock

●On WeMay ~~may~~29, ~~invest~~2026, ~~significant~~the ~~resources~~Company inraised ~~developing new products~~$175,000 ~~services~~through the ~~and~~sale ~~technologies in pursuit~~ of ~~applications~~Series ~~and~~B ~~revenue~~Convertible ~~opportunities~~Preferred ~~that may never materialize~~Stock.

●Convertible ~~Our~~Note ~~ability~~Payable ~~to grow our business depends on our ability to develop new products, and services to satisfy changing customer demands and respond to changing industry cycles in a timely and cost-effective manner.~~Amendment

●The ~~Our~~Company ~~business~~has ~~may~~a beconvertible ~~adversely~~note ~~affected~~payable byagreement for ~~changes~~$250,000 dated July 31, 2024. This note was considered in ~~budgetary~~default ~~priorities~~as of April 30, 2025. On June 13, 2026, the UCompany executed an agreement whereby the holder agreed not to pursue any default provisions in exchange for a payment plan and stock consideration.S Upon execution of the agreement, the Company is obligated to pay the holder $20,000 and will pay monthly installments of $15,000 beginning July 15, 2026. ~~Government~~Additionally, the Company agrees to issue 33, 000 shares of common stock to the holder.

● Technology failures or cyber security breaches or other unauthorized access to our information technology systems or sensitive or proprietary information could have an adverse effect on the Company’s business and operations.28

●ITEM ~~Federal~~2. ~~contracting~~MANAGEMENT’S isDISCUSSION ~~subject~~AND toANALYSIS ~~significant~~OF ~~regulation,~~FINANCIAL ~~including~~CONDITION ~~rules~~AND ~~related~~RESULTS toOF ~~bidding, billing and accounting kickbacks and false claims, and non-compliance could subject us to fines and penalties.~~OPERATIONS

●Special ~~Our~~Note ~~inability~~Regarding toForward-Looking ~~secure additional U.S. government contracts and funding may adversely affect our business, financial condition and results of operations.~~Statements

●Certain ~~The~~matters ~~U.S.~~discussed ~~government’s~~in ~~budget~~this ~~deficit~~Quarterly ~~and~~Report, including ~~the~~(without ~~national~~limitation) ~~debt,~~statements asunder ~~well~~“Management’s asDiscussion ~~any~~and ~~inability~~Analysis of ~~the~~Financial ~~U.S.~~Condition ~~government~~and toResults ~~complete~~of Operations” ~~its~~contain ~~budget~~forward-looking ~~process~~statements. ~~for~~Although ~~any~~we ~~government~~believe ~~fiscal~~that, ~~year~~in ~~and~~making ~~consequently~~any ~~having~~such tostatements, ~~shut~~our ~~down~~expectations orare ~~operate~~ based on ~~funding~~reasonable ~~levels~~assumptions, ~~equivalent~~any tosuch ~~its~~statement ~~prior~~may ~~fiscal~~be ~~year~~influenced ~~pursuant~~by tofactors athat ~~“continuing resolution,”~~ could ~~have~~cause anactual ~~adverse~~outcomes ~~impact~~and ~~on our business, financial condition,~~ results ofto ~~operations~~be ~~and~~materially different ~~cash~~from ~~flows~~those projected.

●These ~~Our~~forward-looking ~~common~~statements ~~stock~~include ~~has~~statements relating ~~historically~~to ~~experienced~~our ~~limited~~anticipated ~~trading~~financial performance and ~~you~~business prospects, including debt reduction, currency values and financial impact, foreign exchange counterparty exposures, the impact of pending legal proceedings, adequate liquidity levels, dividends, share repurchases or other capital deployment initiatives and/or statements preceded by, followed by or that include the words “believe,” “will,” “will be,” “will continue,” “will likely result,” “may,” ~~have~~“predicts,” ~~difficulty~~“so we ~~liquidating~~can,” ~~your~~“when,” ~~shares~~“anticipate,” “intend,” “estimate,” “expect,” “project,” “aim,” “could,” “plans,” “seeks” and similar expressions. These forward-looking statements speak only as of the date stated, and we do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not prove to be correct or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control. These risks and uncertainties, including those described in our other filings with the Securities and Exchange Commission, could cause actual results to differ materially from those suggested by the forward-looking statements and include, without limitation:

●· Because of historical and expected operating losses and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern. · Our ~~stock~~limited ~~price~~operating history makes it difficult to evaluate our future prospects and the risks and challenges we may beencounter. ~~volatile~~· Our success depends heavily on our executive officers, senior management team and ~~purchasers~~highly trained employees; difficulty hiring officers and employees of equal competency or ineffective succession planning, could adversely affect our ~~common~~business. ~~stock~~· Competition could ~~incur~~cause ~~substantial~~downward ~~losses~~pressure on prices, fewer customer orders, reduced margins, inability to take advantage of new business opportunities, and the loss of market share. · Our competitors may be better capitalized, have greater revenues, and have more industry or management experience. · Our competitors may develop technologies and products that are more effective than those we develop or that render our technology and products obsolete or noncompetitive. · Our projections of future financial results are based on a number of assumptions by our management, some or all of which may prove to be incorrect, and actual results may differ materially and adversely from such projections. · Our estimated and projected market for our products and services may be inaccurate and may not reach our expected potential.

~~● We do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of your shares of common stock for return on your investment.~~29

3· We will incur significant expenses and capital expenditures to execute our business plan; there are no assurances that we will obtain adequate financing to meet these expenditures. · We may invest significant resources in developing new products, services and technologies in pursuit of applications and revenue opportunities that may never materialize. · Our ability to grow our business depends on our ability to develop new products, and services to satisfy changing customer demands and respond to changing industry cycles in a timely and cost-effective manner. · Our business may be adversely affected by changes in budgetary priorities of the U.S. Government. · Technology failures or cyber security breaches or other unauthorized access to our information technology systems or sensitive or proprietary information could have an adverse effect on the Company’s business and operations. · Federal contracting is subject to significant regulation, including rules related to bidding, billing and accounting kickbacks and false claims, and non-compliance could subject us to fines and penalties. · Our inability to secure additional U.S. government contracts and funding may adversely affect our business, financial condition and results of operations. · The U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year and consequently having to shut down or operate on funding levels equivalent to its prior fiscal year pursuant to a “continuing resolution,” could have an adverse impact on our business, financial condition, results of operations and cash flows. · Our common stock has historically experienced limited trading and you may have difficulty liquidating your shares. · Our stock price may be volatile and purchasers of our common stock could incur substantial losses. · We do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of your shares of common stock for return on your investment. · Our Company’s founders, directors and executive officers own or control a majority of the Company and you will have little or no management control over our business or corporate mattes. · Our operating results may continue to be adversely affected as a result of unfavorable market, economic, social and political conditions.

●We ~~Our~~have ~~Company’s~~based ~~founders,~~the ~~directors~~forward-looking statements contained in this Quarterly Report primarily on our current expectations and ~~executive~~projections ~~officers~~about ~~own~~future orevents ~~control~~and atrends ~~majority~~that we believe may affect our business, financial condition, results of ~~the~~operations, ~~Company~~prospects, business strategy and financial needs. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will ~~have~~be ~~little~~achieved or nooccur, ~~management~~and ~~control~~actual ~~over~~results, ~~our~~events ~~business~~ or ~~corporate~~circumstances ~~mattes~~could differ materially from those described in the forward-looking statements.

●The ~~Our~~forward-looking ~~operating~~statements ~~results~~made ~~may~~in ~~continue~~this toQuarterly Report berelate ~~adversely~~only ~~affected~~to events as aof ~~result~~the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of ~~unfavorable~~this ~~market,~~Quarterly ~~economic~~Report or to conform such statements to actual results or revised expectations, ~~social~~except ~~and~~as required ~~political~~by ~~conditions~~law.

We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.30

~~The~~Overview ~~forward-looking statements made in this Quarterly Report relate only to events as~~ of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report or to conform such statements to actual results or revised expectations, except as required by law.Operations

~~Overview~~Heliospace, our wholly owned subsidiary, is an aerospace company specializing in the design, engineering, assembly and test of ~~Operations~~space flight qualified hardware, providing systems engineering, modeling, analysis, integration and test services to customers in government, commercial, private and non-profit markets. Heliospace designs, fabricates, assembles and tests space qualified hardware, including radar antennas for the NASA Europa Clipper mission, the antennas for the SunRISE CubeSat constellation, and deployable systems and sensors for numerous lunar landers and the Mars Sample Return program. Heliospace also provides systems engineering, integration and test, and mission formulation services, including support for the design, testing, and launch of the James Webb Space Telescope, formulation and design of the Roman Space Telescope, Habworlds Observatory, Mars Sample Return, and the Atmospheric Observing System.

~~Heliospace~~In January 2024, ~~our~~via ~~wholly~~a ~~owned~~share ~~subsidiary,~~exchange ~~is an~~accounted ~~aerospace~~for ~~company~~as ~~specializing~~a inreverse ~~the design~~acquisition, ~~engineering~~Web3 Corporation, ~~assembly~~a ~~and~~Florida ~~test~~corporation ofthat ~~space~~was ~~flight~~originally ~~qualified~~incorporated ~~hardware,~~under ~~providing~~the ~~systems~~name ~~engineering,~~Stirling Bridge ~~modeling~~Group, ~~analysis,~~Inc. ~~integration~~ and ~~test~~was ~~services~~a tospecialized ~~customers~~small inbusiness ~~government,~~venture ~~commercial~~lender, ~~private~~acquired ~~and~~100% ~~non-profit markets.~~of ~~Heliospace designs,~~the ~~fabricates,~~stock ~~assembles~~of Heliospace, and ~~tests~~changed ~~space~~its ~~qualified~~name ~~hardware,~~from ~~including~~Web3 Corporation ~~radar~~to ~~antennas~~Helio ~~for~~Corporation (the ~~NASA~~“Business ~~Europa~~Combination”). ~~Clipper~~Heliospace ~~mission,~~was the ~~antennas for~~accounting ~~the~~acquirer ~~SunRISE~~in ~~CubeSat~~the ~~constellation,~~Business Combination and ~~deployable~~was ~~systems~~determined ~~and~~to ~~sensors~~be ~~for~~the ~~numerous~~sole ~~lunar~~predecessor ~~landers~~of ~~and~~Helio ~~the~~Corporation. ~~Mars~~Accordingly, ~~Sample~~this ~~Return~~discussion ~~program. Heliospace~~and ~~also~~analysis, ~~provides~~and ~~systems~~the ~~engineering,~~condensed ~~integration~~consolidated financial ~~and~~statements ~~test,~~included ~~and~~elsewhere ~~mission~~in ~~formulation~~this ~~services~~Quarterly Report, ~~including~~reflect ~~support for~~ the ~~design, testing,~~financial condition and ~~launch~~results of ~~the~~operations ~~James~~of ~~Webb~~Helio ~~Space~~Corporation and ~~Telescope,~~its ~~formulation~~sole ~~and~~consolidated ~~design~~subsidiary, ofHeliospace, after the ~~Roman~~Business ~~Space~~Combination ~~Telescope,~~and ~~Habworlds~~of ~~Observatory,~~Heliospace ~~Mars Sample~~prior ~~Return,~~to ~~and~~ the ~~Atmospheric~~Business ~~Observing System~~Combination.

~~In January 2024~~Trends, ~~via a share exchange accounted for as a reverse acquisition~~Events, ~~Web3 Corporation, a Florida corporation that was originally incorporated under the name Stirling Bridge Group, Inc.~~ and was a specialized small business venture lender, acquired 100% of the stock of Heliospace, and changed its name from Web3 Corporation to Helio Corporation (the “Business Combination”). Heliospace was the accounting acquirer in the Business Combination and was determined to be the sole predecessor of Helio Corporation. Accordingly, this discussion and analysis, and the condensed consolidated financial statements included elsewhere in this Quarterly Report, reflect the financial condition and results of operations of Helio Corporation and its sole consolidated subsidiary, Heliospace, after the Business Combination and of Heliospace prior to the Business Combination.Uncertainties

~~Trends,~~Government ~~Events,~~Budget Uncertainty and ~~Uncertainties~~Proposed NASA Cuts

~~Government~~A ~~Budget~~significant ~~Uncertainty~~portion ~~and~~of ~~Proposed~~our revenue is derived from contracts with the U.S. federal government, including through NASA, ~~Cuts~~where our subsidiary, Heliospace, provides mission-critical components and engineering services for science and exploration missions. Accordingly, our financial condition and results of operations are influenced by trends in federal discretionary spending, particularly in space science and technology programs.

AOne ~~significant~~key ~~portion~~emerging oftrend ~~our~~is ~~revenue~~the isproposed ~~derived~~shift in federal ~~from~~budget ~~contracts~~priorities ~~with~~under the UTrump administration.S. ~~federal~~In ~~government~~April 2025, ~~including~~the ~~through~~administration ~~NASA,~~released ~~where~~its ~~our~~draft ~~subsidiary,~~budget ~~Heliospace,~~proposal ~~provides~~for ~~mission-critical~~fiscal ~~components~~year ~~and~~2026, ~~engineering~~which ~~services~~recommends ~~for~~a ~~science~~significant ~~and~~reduction ~~exploration~~in ~~missions.~~overall ~~Accordingly~~discretionary spending, ~~our~~including ~~financial~~an ~~condition~~approximately ~~and~~50% ~~results~~cut ofto ~~operations~~NASA’s ~~are influenced~~Science byMission ~~trends~~Directorate. inIf ~~federal~~enacted, ~~discretionary~~this ~~spending~~proposal would reduce funding for core science programs such as astrophysics, ~~particularly~~heliophysics, inEarth science, ~~space~~and planetary science—areas directly aligned with Heliospace’s technical capabilities and ~~technology~~historical ~~programs~~contract activity.

4Although this proposal remains subject to Congressional negotiation and approval, the magnitude of the proposed cuts and the administration’s stated intent to reprioritize government resources away from space science programs present a material uncertainty for our future growth. Any resulting reduction, delay, or cancellation of NASA programs could reduce the number of available contracts, increase competition for limited awards, and adversely impact our future revenue and profitability.

~~One~~In ~~key~~addition, ~~emerging~~broader ~~trend~~fiscal ischallenges at the ~~proposed shift in~~ federal level—such ~~budget~~as ~~priorities under~~ the ~~Trump~~rising ~~administration.~~national Indebt, ~~April~~persistent ~~2025~~budget deficits, and the ~~administration~~risk ~~released~~of ~~its~~government ~~draft~~shutdowns ~~budget~~or ~~proposal~~extended ~~for fiscal~~continuing ~~year~~resolutions—could ~~2026,~~result ~~which~~in ~~recommends~~delays ato ~~significant~~contract ~~reduction~~funding inor ~~overall discretionary spending~~payments, ~~including~~reduced anavailability ~~approximately~~of ~~50%~~new ~~cut~~program toopportunities, ~~NASA’s~~and increased ~~Science~~uncertainty ~~Mission~~in ~~Directorate~~long-term planning. IfThese ~~enacted,~~macroeconomic ~~this~~pressures ~~proposal~~may ~~would~~also ~~reduce~~negatively ~~funding~~affect ~~for~~private ~~core~~sector ~~science~~customers ~~programs~~that ~~such~~rely ason ~~astrophysics,~~or ~~heliophysics,~~benefit ~~Earth~~from ~~science,~~government-funded ~~and~~space ~~planetary science—areas directly aligned with Heliospace’s technical capabilities~~ and ~~historical~~research ~~contract activity~~initiatives.

~~Although~~As ~~this~~we ~~proposal~~execute ~~remains~~our ~~subject~~expansion toplans, ~~Congressional~~we have continued ~~negotiation~~to pursue and ~~approval,~~acquire ~~the~~additional ~~magnitude~~revenue offrom ~~the~~private, ~~proposed~~commercial, ~~cuts~~ and ~~the~~defense ~~administration’s~~department ~~stated~~sources., ~~intent~~However, tothese ~~reprioritize government resources~~plans ~~away~~are ~~from~~subject ~~space~~to ~~science~~risks ~~programs~~and ~~present~~uncertainties, aand ~~material~~there ~~uncertainty~~can ~~for~~be ~~our~~no ~~future~~assurance ~~growth.~~that ~~Any~~they ~~resulting~~will ~~reduction,~~succeed ~~delay,~~ or ~~cancellation of~~fully ~~NASA~~offset ~~programs could reduce~~ the ~~number~~effects of ~~available~~any ~~contracts, increase competition for limited awards, and adversely impact our future~~reduction ~~revenue~~in ~~and~~government ~~profitability~~spending.

In addition, broader fiscal challenges at the federal level—such as the rising national debt, persistent budget deficits, and the risk of government shutdowns or extended continuing resolutions—could result in delays to contract funding or payments, reduced availability of new program opportunities, and increased uncertainty in long-term planning. These macroeconomic pressures may also negatively affect private sector customers that rely on or benefit from government-funded space and research initiatives.31

AsCybersecurity weRisk ~~execute our expansion plans, we have continued to increase the percentage of revenue from private~~ and ~~commercial~~Ongoing ~~sources,~~Threat and are actively working to expand our offerings to defense agencies whose budgets remain a priority for the current administration and Congress. However, these plans are subject to risks and uncertainties, and there can be no assurance that they will succeed or fully offset the effects of any reduction in government spending.Landscape

As a government contractor and developer of advanced aerospace technology, we operate in a highly sensitive and data-driven environment. Cybersecurity ~~Risk~~risks—including ransomware attacks, data breaches, intellectual property theft, and ~~Ongoing~~attempted ~~Threat~~intrusions ~~Landscape~~by nation-state actors—continue to increase in frequency and sophistication across our industry. Like many companies operating in the defense and aerospace sectors, we remain a potential target for both criminal and geopolitical cyber threats.

AsWe ahave ~~government~~implemented ~~contractor~~security protocols, systems monitoring, and ~~developer~~access ofcontrols ~~advanced aerospace~~to ~~technology,~~protect weour ~~operate~~infrastructure inand aproprietary ~~highly~~information, ~~sensitive~~including ~~and~~information ~~data-driven~~related ~~environment.~~to ~~Cybersecurity~~our ~~risks—including~~work ~~ransomware~~with ~~attacks,~~NASA and ~~data~~other ~~breaches~~government agencies. However, ~~intellectual~~cybersecurity ~~property~~is ~~theft~~an evolving threat landscape, and ~~attempted~~there ~~intrusions~~can bybe ~~nation-state~~no ~~actors—continue~~assurance tothat ~~increase~~our inefforts ~~frequency and~~will ~~sophistication~~prevent ~~across~~all ~~our~~attacks ~~industry~~or unauthorized access. ~~Like~~A ~~many~~successful ~~companies~~breach ~~operating~~could indisrupt ~~the~~our ~~defense~~operations, ~~and~~compromise ~~aerospace~~confidential ~~sectors~~data, weharm ~~remain~~our areputation, result ~~potential~~in ~~target~~regulatory ~~for both~~investigations, ~~criminal~~or ~~and~~expose ~~geopolitical~~us ~~cyber~~to ~~threats~~legal claims and financial losses.

We ~~have~~will ~~implemented~~continue ~~security~~to ~~protocols,~~invest ~~systems~~in cybersecurity tools, ~~monitoring~~training, and ~~access~~third-party ~~controls~~audits to ~~protect~~strengthen our ~~infrastructure~~defenses, and ~~proprietary~~we ~~information,~~are ~~including~~evaluating ~~information~~compliance ~~related to our work~~ with ~~NASA~~ ~~and~~emerging ~~other~~federal ~~government~~cybersecurity ~~agencies~~requirements. ~~However~~ Nonetheless, future cybersecurity isincidents ~~an evolving threat landscape, and there can be no assurance that our efforts will prevent all attacks or unauthorized access. A successful breach~~ could ~~disrupt~~materially ~~our~~affect ~~operations, compromise confidential data, harm~~ our ~~reputation~~business, ~~result~~financial ~~in regulatory investigations~~condition, or ~~expose~~results usof ~~to legal claims and financial losses~~operations.

WeResults will continue to invest in cybersecurity tools, training, and third-party audits to strengthen our defenses, and we are evaluating compliance with emerging federal cybersecurity requirements. Nonetheless, future cybersecurity incidents could materially affect our business, financial condition, or results of ~~operations.~~Operations

5Comparison of the Six Months Ended April 30, 2026 to the Six Months Ended April 30, 2025

~~Results~~The following table provides certain selected financial information of Helio ~~Operations~~Corporation for the periods presented:

Comparison of the Three Months Ended January 31, 2026 to the Three Months Ended January 31, 2025

	Six Months Ended April 30,
	2026			2025			Change			%
Revenues	$	952,866		$	2,599,836			(1,646,970	)		(63%	)
Costs of revenue		579,572			1,994,743			(1,415,171	)		(71%	)
Operating expenses		3,904,623			2,391,108			1,513,515			63%
Operating income (loss)		(3,531,329	)		(1,786,015	)		(1,745,314	)		98%
Interest expense, net		(239,053	)		(148,160	)		(90,893	)		61%
Amortization of debt discount		(444,575	)		–			(444,575	)		Increase from zero
Change in fair value of derivative liability		(318,942	)		–			(318,942	)		Increase from zero
Gain on extinguishment of derivative liability		89,237			–			89,237			Increase from zero
Loss on modification of debt		(51,480	)		–			(51,480	)		Increase from zero
Loss on debt extinguishment		(883,543	)		–			(883,543	)		Increase from zero
Net loss	$	(5,379,685	)	$	(1,934,175	)		(3,445,510	)		178%

Loss per share basic and diluted	$	(0.26	)	$	(0.17	)

~~The following table provides certain selected financial information of Helio Corporation for the periods presented:~~32

	Three Months Ended
	January 31,
	2026			2025			Change			%
Revenues	$	495,550		$	1,427,576			(932,026	)		(65	)%
Costs of revenue		244,863			1,016,848			(771,985	)		(76	)%
Operating expenses		2,926,201			1,276,134			1,650,067			129	%
Operating loss		(2,675,514	)		(865,406	)		(1,810,108	)		(209	)%
Interest expense, net		(164,309	)		(53,736	)		(110,573	)		(206	)%
Amortization of debt discount		(61,233	)		-			(61,233	)		Increase from zero
Change in fair value of derivative liability		(188,792	)		-			(188,792	)		Increase from zero
Loss on debt extinguishment		(643,880	)		-			(643,880	)		Increase from zero
Net loss	$	(3,733,728	)	$	(919,142	)		(2,814,586	)		306	%
Loss per share basic and diluted	$	(0.21	)	$	(0.08	)

Revenue for the six months ended April 30, 2026 decreased by 63% to $952,866 from $2,599,836 for the six months ended April 30, 2025, reflecting a lower overall volume of work compared to the prior six months. Contributing factors include continuing budget cuts to NASA programs enacted by the current administration, combined with the extended government shutdown. During the six months ended April 30, 2026, we serviced five customers, one of which was a government customer, one commercial and two non/not-for-profit customers who were under government contracts, and one private customer. For the six months ended April 30, 2025, we serviced eleven customers, of which two were direct government customers, one was a private foundation, five were commercial customers and three were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer.

~~Revenue~~Cost ~~for the three months ended January 31, 2026 decreased by 65% to $495,550 from $1,427,576 for the three months ended January 31, 2025, reflecting a lower overall volume~~ of work compared to the prior three months. Contributing factors include continuing budget cuts to NASA programs enacted by the current administration, combined with the extended government shutdown. During the three months ended January 31, 2026, we serviced three customers, one of which was a government customer, and two non/not-for-profit customers who were under government contracts. For the three months ended January 31, 2025, we serviced eight customers, of which one was a direct government customer and one was a private foundation. There were four commercial and two non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer.Revenue

The 71% decrease in cost of revenue for the six months ended April 30, 2026 to $579,572 from $1,994,743 for the six months ended April 30, 2025 mainly reflected the decreased business volume described above. As a percentage of revenue, cost of revenue amounted to 61% and 77% in the six months ended April 30, 2026 and 2025, respectively. Cost of ~~Revenue~~revenue as a percentage of revenue decreased by approximately 16% due to increased operational efficiency on several new contracts that commenced in Q3 2025.

~~The~~Operating 76% decrease in cost of revenue for the three months ended January 31, 2026 to $244,863 from $1,016,848 for the three months ended January 31, 2025 mainly reflected the decreased business volume described above. As a percentage of revenue, cost of revenue amounted to 49% and 71% in the three months ended January 31, 2026 and 2025, respectively. Cost of revenue as a percentage of revenue decreased by approximately 22% due to increased operational efficiency on several new contracts that commenced in Q3 2025. Expenses

	Six Months Ended April 30,
	2026		2025		Change			%
Operating expenses
Personnel expenses	$	72,518	$	292,244	$	(219,726	)		(75%	)
Facilities expense		434,274		399,796		34,478			9%
Professional fees		375,291		222,819		152,472			68%
Depreciation expense		11,332		11,332		–			0%
General and administrative expenses		3,011,208		1,464,917		1,546,291			106%
Total	$	3,904,623	$	2,391,108	$	1,513,515			63%

~~Operating~~Overall ~~Expenses~~operating expenses increased by $1,513,515, or 63%, to $3,904,623 for the six months ended April 30, 2026, as compared to $2,391,108 for the six months ended April 30, 2025, driven by professional fees and higher G&A expenses associated with this and R&D activities. Additionally, the Company issued stock for services to the CEO, CFO and consultants for an aggregate value of $2,406,532.

	Three months Ended January 31,
	2026		2025		Change			%
Operating expenses
Personnel expenses	$	41,892	$	158,566	$	(116,674	)		(74	)%
Facilities expense		171,110		210,511		(39,401	)		(19	)%
Professional fees		115,277		178,738		(63,461	)		(36	)%
Depreciation expense		5,666		5,666		-			0	%
Other general and administrative		2,592,256		722,653		1,869,603			259	%
Total	$	2,926,201	$	1,276,134	$	1,650,067			129	%

Other Expense

Our other expenses are comprised of interest expense, amortization of debt discount, change in fair value of derivative liabilities, gain on extinguishment of derivative liabilities, loss on modification of debt and loss on debt extinguishment. Overall ~~operating~~other expenses increased by $1,~~650~~700,~~067~~196, or ~~129~~1148%, to $21,~~926~~848,~~201~~ 356 for the six ~~three~~ months ended ~~January~~April 3130, 2026, as compared to $1148,~~276,134~~160 for the ~~three~~six months ended ~~January~~April 3130, 2025. We recorded $239,053 ~~driven~~in byinterest ~~professional~~expense ~~fees~~in ~~incurred~~the six months ended April 30, 2026 compared to $148,160 in ~~connection~~the ~~with~~six amonths ~~public~~ended ~~offering~~April ~~attempt~~30, 2025, reflecting our increased amount of average outstanding debt and ~~higher~~increased ~~G&A~~rates ~~expenses~~of ~~associated~~interest ~~with~~thereunder. ~~this~~In the six months ended April 30, 2026 we recorded amortization of debt discount of $444,575, the change in fair value of derivative liabilities of $318,942, which was due to the issuance of convertible debt, a gain on extinguishment of derivative liabilities in the amount of $89,237, a loss on modification of debt in the amount of $51,480 and ~~R&D~~a ~~activities~~loss on debt extinguishment in the amount of $883,543.

~~Other~~We ~~Expense~~have not recorded income tax expense or benefit in the six months ended April 30, 2026 and 2025 (because of our tax loss carryforwards). We had approximately $9,344,900 of net operating loss carry forwards to offset future federal taxable income as of April 30, 2026.

Our other expenses are comprised of interest expense, amortization of debt discount, change in fair value of derivative liability and loss on debt extinguishment. Overall other expenses increased by $1,004,478, or 1869%, to $1,058,214 for the three months ended January 31, 2026, as compared to $53,736 for the three months ended January 31, 2025. We recorded $164,309 in interest expense in the three months ended January 31, 2026 compared to $53,736 in the three months ended January 31, 2025, reflecting our increased amount of average outstanding debt and increased rates of interest thereunder. In the three months ended January 31, 2026 we recorded amortization of debt discount of $61,233, the change in fair value of derivative liability of $188,792, which was due to the issuance of convertible debt and a loss on debt extinguishment in the amount of $643,880.33

WeThe ~~have~~NOL ~~not~~carry ~~recorded~~forward ~~income~~is ~~tax~~subject ~~expense~~to orreview ~~benefit~~and possible inadjustment by the ~~three~~Internal ~~months ended~~Revenue ~~January~~Service ~~31,~~and ~~2026~~state ~~and~~tax ~~2025~~authorities. ~~(because~~Under ofthe ~~our~~Internal ~~tax~~Revenue ~~loss~~Code ~~carryforwards~~(“IRC”). WeSections 382 ~~had~~and ~~approximately $3~~383,~~179,000~~ annual use of the Company’s net operating loss ~~carry~~carryforwards ~~forwards to~~and ~~offset~~research ~~future~~credit ~~federal~~carryforwards to offset taxable income and tax, respectively, may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of ~~January~~April 3130, 2026. The annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future six months.

~~The~~Net NOL carry forward is subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Under the Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss carryforwards and research credit carryforwards to offset taxable income and tax, respectively, may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of January 31, 2026. The annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future three months. Loss

~~Net~~Our ~~Loss~~net loss for the six months ended April 30, 2026 was $5,379,685, compared to a net loss of $1,934,175 for the six months ended April 30, 2025. The change was due to the reasons discussed above.

~~Our~~Because ~~net~~of ~~loss~~historical ~~for~~and ~~the~~expected ~~three~~operating ~~months~~losses and ~~ended~~net ~~January~~operating 31cash flow deficits, ~~2026~~there ~~was~~is ~~$3,733,728, compared~~substantial doubt about the Company’s ability to acontinue ~~net~~as ~~loss~~a ofgoing ~~$919,142~~concern for twelve months from the ~~three~~issuance ~~months~~of ~~ended~~the ~~January~~condensed 31consolidated financial statements, ~~2025.~~which is not alleviated by management’s plans. The ~~change~~condensed ~~was~~consolidated ~~due~~financial tostatements have been prepared under the ~~reasons~~going ~~discussed~~concern ~~above~~basis of accounting. These condensed consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

~~Because~~Comparison of ~~historical~~the ~~and~~Three Months ~~expected~~Ended ~~operating losses and net operating~~April ~~cash flow deficits~~30, ~~there~~2026 ~~is substantial doubt about the Company’s ability~~ to ~~continue as a going concern for twelve months from~~ the ~~issuance~~Three Months ofEnded ~~the~~April ~~condensed consolidated financial statements~~30, which is not alleviated by management’s plans. The condensed consolidated financial statements have been prepared under the going concern basis of accounting. These condensed consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.2025

7The following table provides certain selected financial information of Helio Corporation for the periods presented:

Liquidity and Capital Resources

	Three Months Ended April 30,
	2026			2025			Change			%
Revenues	$	457,316		$	1,172,260			(714,944	)		(61%	)
Costs of revenue		334,709			977,895			(643,186	)		(66%	)
Operating expenses		978,422			1,114,974			(136,552	)		(12%	)
Operating loss		(855,815	)		(920,609	)		64,794			(7%	)
Interest expense, net		(74,744	)		(94,424	)		19,680			(21%	)
Amortization of debt discount		(383,342	)		–			(383,342	)		Increase from zero
Change in fair value of derivative liabilities		(130,150	)		–			(130,150	)		Increase from zero
Gain on extinguishment of derivative liabilities		89,237			–			89,237			Increase from zero
Loss on modification of debt		(51,480	)		–			(51,480	)		Increase from zero
Loss on debt extinguishment		(239,663	)		–			(239,663	)		Increase from zero
Net loss	$	(1,645,957	)	$	(1,015,033	)		(630,924	)		62%

Loss per share basic and diluted	$	(0.07	)	$	(0.09	)

As of January 31, 2026, the Company had cash and cash equivalents of $282,061 and has historically incurred operating losses and negative cash flows from operations. The Company has funded its working capital, research and development activities, capital expenditures, and other commitments primarily through loans from the Company’s executive officers and directors and other debt financings. The Company has also issued equity securities in non-cash transactions, including in connection with services rendered and debt-related arrangements. The Company expects to continue to incur operating losses and negative operating cash flows as it advances its business and executes its strategic initiatives.34

~~The~~Revenue ~~Company’s~~for ~~primary~~the ~~liquidity~~three ~~requirements include~~months ~~funding~~ended ~~operating~~April ~~expenses~~30, ~~research~~2026 decreased ~~and~~by ~~development~~61% ~~activities~~to $457,316 ~~engineering~~from ~~and~~$1,172,260 ~~technical~~for ~~personnel~~the ~~costs~~three months ended April 30, ~~general~~2025, ~~and~~reflecting ~~administrative~~a lower overall volume of work compared ~~expenses,~~to ~~professional~~the ~~fees,~~prior ~~and~~three ~~costs~~months. ~~associated~~Contributing ~~with~~factors ~~maintaining~~include ~~its~~continuing ~~public~~budget ~~company~~cuts ~~reporting~~to ~~obligations~~NASA programs enacted by the current administration. During Asthe ofthree ~~January~~months 31ended April 30, 2026, ~~the Company’s~~we ~~ability~~serviced tofive ~~meet~~customers, ~~its~~one ~~obligations~~of aswhich ~~they~~was ~~become~~a ~~due~~government ~~depend~~customer, one commercial and istwo non/not-for-profit ~~expected~~customers towho ~~continue~~were tounder ~~depend~~government contracts, onand ~~its~~one ~~ability~~private tocustomer. For ~~obtain~~the three months ended April ~~additional~~30, ~~financing~~2025, ~~through~~we ~~debt~~serviced ornine ~~equity~~customers, ~~issuances~~one of which was a direct government customer, ~~strategic~~one ~~transactions~~was a private foundation, orfour ~~other~~were ~~capital~~commercial customers and three were non/not-~~raising~~for-profit customers ~~activities~~for whom we manufactured products as a subcontractor for their government customer.

~~Default~~Cost ~~Under~~of ~~Promissory Notes~~Revenue

The ~~Company~~66% isdecrease ~~currently~~ in ~~default~~cost ~~under certain~~ of ~~its~~revenue ~~outstanding~~for ~~promissory~~the ~~notes~~three months ~~with~~ended anApril ~~aggregate~~30, ~~principal~~2026 ~~amount~~to of$334,709 ~~approximately~~from $1977,~~185,000.~~895 ~~The~~for ~~Company~~the isthree ~~engaged~~months inended ~~discussions with~~April ~~the~~30, ~~holders~~2025 ofmainly ~~such~~reflected ~~notes~~the ~~regarding~~decreased ~~potential~~business volume ~~waivers,~~described ~~amendments~~above. orAs ~~other~~a ~~accommodations.~~percentage ~~While~~of norevenue, ~~assurance~~cost ~~can~~of berevenue ~~given~~amounted as to ~~the~~ ~~outcome~~73% ofand ~~these~~83% ~~discussions,~~in the ~~Company~~three ismonths ~~seeking~~ended toApril ~~resolve~~30, ~~the~~2026 ~~matter~~and 2025, ~~without~~respectively. ~~acceleration~~Cost orof ~~enforcement~~revenue ~~actions.~~as Ifa ~~the~~percentage ~~holders~~ of ~~such~~revenue ~~notes~~decreased ~~were~~by toapproximately ~~accelerate~~10% ~~the amounts~~ due, ~~the~~to ~~Company~~increased ~~may~~operational ~~not~~efficiency on ~~have~~several ~~sufficient~~new ~~liquidity~~contracts tothat ~~satisfy~~commenced ~~such~~in ~~obligations~~Q3 2025.

~~During~~Operating ~~fiscal year 2026 and subsequent to January 31, 2026, the Company completed multiple financing transactions to support its liquidity needs (see Notes 6, 13).~~Expenses

These notes bear interest at rates generally ranging from approximately 10% to 12% per annum (subject to higher default rates) and have maturities ranging from October 2026 through January 2027. The proceeds from these financings were used for working capital and general corporate purposes.

	Three Months Ended April 30,
	2026		2025		Change			%
Operating expenses
Personnel expenses	$	30,626	$	133,678	$	(103,052	)		(77%	)
Facilities expense		263,164		189,285		73,879			39%
Professional fees		260,014		44,081		215,933			490%
Depreciation expense		5,666		5,666		–			0%
General and administrative		418,952		742,264		(323,312	)		(44%	)
Total	$	978,422	$	1,114,974	$	(136,552	)		(12%	)

~~Debt~~Overall ~~Obligations~~operating expenses decreased by $136,552, or 12%, to $978,422 for the three months ended April 30, 2026, as compared to $1,114,974 for the three months ended April 30, 2025, in both cases driven by lower G&A expenses. Additionally, the Company issued stock for services to the CFO and ~~Contractual~~consultants ~~Commitments~~for an aggregate value of $274,932.

AsOther of January 31, 2026, the Company had outstanding unsecured notes to related parties with an aggregate principal balance of $558,178. Of the aggregate outstanding principal balance, $358,178 are non-interest bearing and $200,000 are interest bearing at 9.75% per annum. $200,000 of the principal is in default as of January 31, 2026, the remaining $358,178 is due on demand. Expense

AsOur other expenses are comprised of ~~January~~interest 31expense, ~~2026~~amortization of debt discount, ~~the~~change ~~Company~~in ~~also~~fair ~~had~~value ~~outstanding~~of ~~debt~~derivative ~~from~~liability, gain on extinguishment of derivative liabilities, loss on modification ~~unrelated~~of ~~parties~~debt ~~under~~and ~~notes~~loss ~~payable~~on ~~with~~debt anextinguishment. ~~aggregate~~Overall ~~principal~~other ~~balance~~expenses ofincreased by $1695,~~727~~718,~~432.~~ ~~These~~or ~~notes~~737%, ~~bear~~to ~~interest~~$790,142 atfor ~~rates~~the ofthree ~~9.75%~~months ~~and~~ended ~~12.00%~~April ~~per~~30, ~~annum~~2026, ~~and~~as ~~mature~~compared ~~within~~to $94,424 for the ~~next~~three ~~two~~months ~~fiscal~~ended April 30, 2025. ~~Certain~~We ofrecorded ~~these~~$74,744 ~~notes~~in ~~are~~interest ~~secured~~expense byin the ~~Company’s~~three months ~~accounts~~ended ~~receivable~~April 30, 2026 compared to $94,424 in the three months ended April 30, 2025, reflecting our increased amount of average outstanding debt and byincreased ~~shares~~rates of ~~common~~interest ~~stock~~thereunder. ~~pledged~~In bythe athree ~~shareholder~~months ended April 30, ~~and~~2026 ~~certain~~we ~~notes~~recorded ~~permit~~amortization ~~acceleration~~of ~~upon~~debt discount of $383,342, the ~~occurrence~~change in fair value of ~~specified~~derivative ~~events.~~liabilities of $130,150, which was due to the issuance of convertible debt, a gain on extinguishment of derivative liabilities in the amount of $89,237, a loss on

~~The Company’s ability to service its debt obligations will depend on its future operating performance and its ability to obtain additional financing.~~35

~~Subsequent~~Net ~~Financing Activities~~Loss

~~Subsequent~~Our tonet ~~January~~loss ~~31,~~for ~~2026,~~ the ~~Company issued~~three ~~additional~~months ~~promissory~~ended ~~notes~~April 30, to2026 ~~investors~~was ~~in the aggregate principal amount of approximately~~ $~~760~~1,~~272~~645,957, ~~resulting~~compared into a net ~~proceeds~~ loss of ~~approximately~~ $~~667~~1,~~000~~015,033 ~~after~~for ~~giving~~the ~~effect~~three tomonths ~~original~~ended ~~issue~~April ~~discounts and transaction-related expenses. These notes contain customary interest~~30, ~~conversion and default provisions~~2025. The ~~proceeds~~change ~~from~~was ~~these~~due ~~financings have been used~~ to ~~support~~ the ~~Company’s~~ ~~ongoing operations and liquidity needs. The Company has used, and expects to continue to use, proceeds from~~reasons ~~financing~~discussed ~~activities to fund its operations and address its liquidity needs while it continues discussions with holders of notes currently in default~~above.

~~Capital~~Because ~~Requirements~~of historical and ~~Going-Concern~~expected ~~Considerations~~operating losses and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance of the condensed consolidated financial statements, which is not alleviated by management’s plans. The condensed consolidated financial statements have been prepared under the going concern basis of accounting. These condensed consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

~~Because~~Liquidity ~~of historical~~ and ~~expected~~Capital operating losses and negative operating cash flows, there is substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance of the condensed consolidated financial statements. Management’s plans to address this uncertainty include pursuing additional debt and equity financings, strategic partnerships, and other capital-raising initiatives. However, there can be no assurance that such financing or other arrangements will be available on acceptable terms, or at all.Resources

IfAs of April 30, 2026, the Company ishad ~~unable~~cash toand ~~obtain additional~~cash ~~capital~~equivalents ~~when~~of ~~needed~~$464,720 itand ~~may~~has behistorically ~~required~~incurred tooperating ~~reduce~~losses orand ~~delay~~negative ~~expenditures,~~cash ~~curtail~~flows from operations. The Company has funded its working capital, ~~delay~~research orand ~~limit~~development ~~strategic~~activities, ~~initiatives~~capital expenditures, orand other commitments primarily through loans from the ~~pursue~~Company’s executive officers and directors and other debt financings. The Company has also issued equity securities in non-cash transactions, including in connection with services rendered and debt-related arrangements. The Company expects to continue to incur operating losses and negative operating cash flows as it advances its business and executes its strategic ~~alternatives~~initiatives.

8The Company’s primary liquidity requirements include funding operating expenses, research and development activities, engineering and technical personnel costs, general and administrative expenses, professional fees, and costs associated with maintaining its public company reporting obligations. As of April 30, 2026, the Company’s ability to meet its obligations as they become due depend, and is expected to continue to depend, on its ability to obtain additional financing through debt or equity issuances, strategic transactions, or other capital-raising activities.

~~Cash~~Default ~~Flows~~Under Promissory Notes

	Three Months Ended January 31,
	2026			2025
Cash used in operating activities	$	(290,619	)	$	(501,760	)
Cash provided by financing activities	$	565,375		$	50,000
Cash on hand (end of period)	$	282,061		$	99,792

As of April 30, 2026, the Company was in default under certain of its outstanding promissory notes with an aggregate principal amount of approximately $1,185,000. Subsequent to April 30, 2026, the Company has resolved all of these defaults. Specifically, pursuant to a settlement agreement dated April 27, 2026, the aggregate outstanding obligation of $879,163 in principal and accrued interest owed under two secured promissory notes (original principal amounts of $400,000 and $500,000, respectively) was resolved. In addition, four other notes (original principal amounts of $50,000, $150,000, $50,000, and $250,000, respectively) for which default notices were received in February 2026 have been resolved and are now current.

~~Cash~~During ~~Flows~~fiscal ~~Used~~year in2026 ~~Operating~~and ~~Activities~~subsequent to April 30, 2026, the Company completed multiple financing transactions to support its liquidity needs (see Notes 6, 13).

~~Our~~These ~~operating~~notes ~~cash~~bear ~~flow~~interest ~~results~~at ~~were~~rates ~~affected~~generally ranging byfrom ~~the~~approximately ~~aging~~10% ~~and~~to ~~timing~~12% ofper ~~certain~~annum ~~working~~(subject ~~capital~~to ~~items.~~higher ~~During~~default ~~the~~rates) ~~three~~and ~~months~~have ~~ended~~maturities ~~January~~ranging ~~31,~~from October 2026 ~~and~~through ~~2025,~~January 2027. ~~our~~The ~~negative~~proceeds ~~operating cash~~from ~~flow~~these ~~was~~financings ~~attributed~~were ~~mainly~~used tofor ~~our~~working ~~net~~capital ~~loss,~~and asgeneral ~~described~~corporate ~~above~~purposes.

During the three months ended January 31, 2026, the Company reported $290,619 of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly to a net loss of $3,733,728, decrease in lease obligations of $101,322, and a decrease in accrued compensation in the amount of $52,380. This was offset by increases in right of use asset amortization of $82,249, decrease in accounts receivable of $301,058, an increase in accounts payable and accrued expenses of $99,350 and a decrease in prepaid expenses in current assets in the amount of $44,609. 36

~~During~~Debt ~~the~~Obligations three months ended January 31, 2025, the Company reported $501,760 of cash used by operating activities. The Company’s negative operating cash flow was attributed mainly to a net loss of $919,142, decreased work in progress of $191,683, and anContractual increase in accounts payable of $32,502. This was offset by decreases in right of use asset amortization of $100,019, decrease in accrued compensation of $81,590, and decrease in accounts receivable of $236,569. Commitments

~~Cash~~As ~~Flows~~of ~~Provided~~April 30, 2026, the Company had outstanding debt from unrelated parties under notes payable with an aggregate principal balance of $1,848,192. These notes bear interest at rates of 9.75% and 12.00% per annum and mature within the next two fiscal. Certain of these notes are secured by ~~Financing~~the ~~Activities~~Company’s accounts receivable and by shares of common stock pledged by a shareholder, and certain notes permit acceleration upon the occurrence of specified events.

~~During~~The ~~the~~Company’s ~~three~~ability ~~months~~to ~~ended~~service ~~January~~its ~~31, 2026, net cash provided by~~debt ~~financing~~obligations ~~activities~~will ~~was~~depend ~~$565,375,~~on ~~which~~its ~~included~~future ~~the~~operating ~~incurrence~~performance ofand ~~new~~its ~~debt~~ability ~~proceeds amounting~~ to ~~$847,477,~~obtain ~~offset~~additional ~~by repayments of debt totaling $282,101~~financing.

~~During~~Subsequent ~~the~~Financing ~~three months ended January 31, 2025, net cash provided by financing activities was $50,000, which included the incurrence of new debt proceeds amounting to $50,000.~~Activities

9Subsequent to April 30, 2026, the Company raised an additional $284,800 in proceeds in exchange for 149,409 shares of common stock in connection with the April 2026 Private Placement Memorandum. On May 29, 2026, an accredited investor purchased a Convertible Preferred share, netting Helio Corporation $154,750.

~~Material~~Capital ~~Cash~~Requirements ~~Commitments~~ and Going-Concern Considerations

~~The~~Because ~~Company’s~~of ~~material~~historical ~~future~~and ~~cash~~expected ~~commitments,~~operating tolosses and benegative ~~paid~~operating ~~from~~ cash flows, ~~from~~there ~~operations,~~is ~~are~~substantial todoubt ~~repay~~about ~~its~~the ~~current~~Company’s ~~debt~~ability ~~obligations~~to ~~and~~continue ~~payments~~as ~~under~~a ~~leases~~going concern for ~~its~~twelve months ~~facilities~~from the issuance of the condensed consolidated financial statements. ~~The~~Management’s ~~Company~~plans ~~does~~to ~~not~~address this uncertainty include ~~have~~pursuing ~~any~~additional ~~material~~debt ~~commitments~~and ~~for~~equity financings, strategic partnerships, and other capital-raising ~~expenditures~~initiatives. ~~The~~However, ~~following~~there ~~table~~can ~~shows~~be ~~the~~no assurance ~~material~~that ~~future~~such ~~commitments~~financing ~~for~~or ~~the three~~other ~~months ending~~arrangements ~~January 31st:~~will be available on acceptable terms, or at all.

	Leases		Debt		Total
Remainder of 2026		359,942		2,668,031		3,127,973
2027		283,626		480,000		763,626
		—
Total	$	643,568	$	3,148,031	$	3,891,599

If the Company is unable to obtain additional capital when needed, it may be required to reduce or delay expenditures, curtail operations, delay or limit strategic initiatives, or pursue other strategic alternatives.

~~Off-Balance Sheet~~Cash ~~Arrangements~~Flows

We do not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.

	Six Months Ended April 30,
	2026			2025
Cash used in operating activities	$	(1,319,440	)	$	(1,226,332	)
Cash provided by financing activities	$	1,776,855		$	690,469
Cash on hand (end of period)	$	464,720		$	15,699

~~Critical~~Cash ~~Accounting~~Flows ~~Policies~~Used ~~and~~in ~~Significant Judgments~~Operating ~~and Estimates~~Activities

~~This~~Our ~~discussion~~operating ~~and~~cash ~~analysis~~flow ~~of our financial condition and~~ results of ~~operations~~were isaffected ~~based~~by ~~on our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in~~ the ~~United States (“GAAP”). The preparation of these condensed consolidated financial statements~~ ~~requires~~aging ~~us to make estimates~~ and ~~assumptions~~timing ~~that affect the reported amounts~~ of ~~assets~~certain ~~and~~working ~~liabilities~~capital ~~and~~items. ~~the~~During ~~disclosure of contingent assets and liabilities at~~ the ~~date~~three ofmonths ~~the~~ended ~~financial~~April ~~statements~~30, as2026 ~~well~~and as2025, ~~the~~our ~~reported~~negative ~~expenses~~operating ~~incurred during the reporting periods.~~cash ~~Our~~flow ~~estimates~~was ~~are~~attributed ~~based~~mainly onto our ~~historical~~net ~~experience and on various other factors that we believe are reasonable under the circumstances~~loss, ~~the~~ ~~results~~as ofdescribed ~~which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources~~above. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

While our significant accounting policies are described in more detail in the notes to our condensed consolidated financial statements included elsewhere in this quarterly report, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.37

WeDuring ~~believe~~the ~~our~~six ~~most~~months ~~critical~~ended ~~accounting~~April ~~policies~~30, ~~and~~2026, ~~estimates~~the Company ~~relate~~reported $1,319,440 of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly to a net loss of $5,379,685, decrease in lease obligations of $205,198, and a decrease in accrued compensation in the ~~following:~~amount of $240,100. This was offset by a loss on debt extinguishment in the amount of $883,592, amortization of debt discount in the amount of $444,575 and change in fair value of derivative liabilities in the amount of $318,942.

●During ~~Revenue~~the ~~Recognition~~six months ended April 30, 2025, the Company reported $(1,226,322) of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly to a net loss of $(1,934,175) and is partially offset by a decrease in accounts receivable of $381,349, and a decrease in work in process of $174,537.

●Cash ~~Work~~Flows inProvided ~~Progress~~by Financing Activities

●During ~~Lease~~the ~~Accounting~~six months ended April 30, 2026, net cash provided by financing activities was $1,776,855, which included the incurrence of new debt proceeds amounting to $1,503,985, proceeds from the sale of common stock in the amount of $1,174,650, proceeds from the exercise of stock options in the amount of $8,066, offset by repayments of debt totaling $909,846.

~~Revenue~~During ~~Recognition~~the six months ended April 30, 2025, net cash from financing activities was $690,469, which mainly included $695,000 the incurrence of new debt discussed above.

~~Revenue~~Material ~~related~~Cash to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.Commitments

10The Company’s material future cash commitments, to be paid from cash flows from operations, are to repay its current debt obligations and payments under leases for its facilities. The Company does not have any material commitments for capital expenditures. The following table shows the material future commitments for the six months ending April 30, 2026:

Revenues from cost-plus and time and materials contracts are recognized with each invoice. For fixed price contracts including purchase orders with specific priced milestone deliveries, revenue is recognized upon invoicing for each milestone completed. Revenue on fixed price contracts that are still in progress at month end are otherwise recognized on the percentage-of-completion method, measured by the percentage of total costs incurred to date to the estimated total costs for each contract. This method is used because management considers total costs to be the best available measure of progress on these contracts.

	Leases		Debt		Total
Remainder of 2026	$	241,928	$	1,763,192	$	2,005,120
2027		283,626		85,000		368,626
Total	$	525,554	$	1,848,192	$	2,373,746

~~Work~~Off-Balance Sheet ~~in Progress~~Arrangements

~~Inventory~~We ~~consists~~do ofnot ~~work~~have inany ~~progress~~off-balance sheet ~~and consists~~arrangements ofor ~~estimated~~relationships ~~revenue~~with ~~calculated~~unconsolidated onentities aor ~~percentage~~financial ofpartnerships, ~~completion~~such ~~based~~as onentities ~~direct~~often ~~labor~~referred ~~and materials in relation~~ to ~~the~~as ~~total~~structured ~~contract~~finance ~~value.~~or special ~~The~~purpose ~~Company does not maintain raw materials nor finished goods~~entities.

~~Leases~~38

WeITEM ~~determine if an arrangement is a lease at inception~~3. ~~Operating~~QUANTITATIVE ~~leases are~~AND ~~included~~QUALITATIVE inDISCLOSURES ~~operating~~ABOUT ~~lease~~MARKET ~~right-of-use (“ROU”) assets, operating lease liabilities — current, and operating lease liabilities — noncurrent on the condensed consolidated balance sheets.~~RISK

~~ROU~~Not assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.applicable

~~Leases~~ITEM ~~with~~4. aCONTROLS ~~lease~~AND ~~term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight-line basis over the lease term in our statement of operations.~~PROCEDURES

~~ITEM~~Evaluation 3.of ~~QUANTITATIVE~~Disclosure ~~AND~~Controls ~~QUALITATIVE~~and ~~DISCLOSURES ABOUT MARKET RISK.~~Procedures

~~Not~~As ~~applicable~~of April 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).

~~ITEM~~Based 4.on ~~CONTROLS~~this ~~AND~~evaluation, ~~PROCEDURES~~management concluded that our disclosure controls and procedures were not effective as of April 30, 2026, due to the presence of material weaknesses in our internal control over financial reporting, as described below.

~~Evaluation~~Identified ofMaterial ~~Disclosure Controls and Procedures~~Weaknesses

AsA ofmaterial ~~January~~weakness ~~31,~~is ~~2026~~a deficiency, ~~the~~or ~~end~~a combination of ~~the~~deficiencies, ~~period covered~~in byinternal ~~this~~control ~~Quarterly~~over ~~Report~~financial ~~on Form 10-Q~~reporting, ~~our~~such ~~management,~~that ~~with~~there ~~the~~is ~~participation~~a ofreasonable ~~our~~possibility ~~Chief~~that ~~Executive~~a ~~Officer~~material ~~and Chief Financial~~misstatement ~~Officer,~~of ~~evaluated~~ the ~~effectiveness~~Company’s ofannual ~~our~~or ~~disclosure~~interim ~~controls~~consolidated ~~and~~financial ~~procedures~~statements ~~(as~~will ~~defined~~not inbe ~~Rules~~prevented ~~13a-15(e)~~or ~~and~~detected ~~15d-15(e)~~on ~~under~~a ~~the Securities~~timely ~~Exchange Act of 1934, as amended)~~basis.

~~Based~~Although ~~on this evaluation,~~ management ~~concluded that~~has ~~our~~not ~~disclosure~~yet ~~controls~~completed ~~and~~a ~~procedures~~formal evaluation ~~were~~of ~~not~~the ~~effective~~Company’s asinternal ofcontrol ~~January~~over ~~31,~~financial ~~2026~~reporting, ~~due~~certain tocontrol ~~the~~deficiencies ~~presence~~were ofidentified ~~material~~that ~~weaknesses~~are ~~in our~~significant ~~internal~~enough ~~control~~to ~~over~~suggest ~~financial~~the ~~reporting,~~existence asof ~~described~~material ~~below.~~weaknesses, including:

11· Lack of Segregation of Duties. The Company did not maintain adequate segregation of duties within its finance and accounting function. This deficiency increases the risk that errors or fraudulent activity could occur and remain undetected in a timely manner. · Insufficient Accounting and Financial Reporting Expertise. The Company did not have a sufficient number of qualified personnel with the requisite knowledge of U.S. generally accepted accounting principles (GAAP) and SEC reporting requirements to ensure the timely and accurate preparation, review, and disclosure of consolidated financial statements.

~~Identified~~Remediation ~~Material Weaknesses~~Plan

AWe ~~material~~are ~~weakness~~actively isworking ato ~~deficiency,~~remediate orthese ~~a combination of deficiencies,~~material inweaknesses. ~~internal~~Planned ~~control~~remediation ~~over~~steps ~~financial~~include ~~reporting,~~hiring ~~such~~additional ~~that~~qualified ~~there~~accounting ispersonnel aand ~~reasonable~~implementing ~~possibility~~more ~~that~~robust ainternal ~~material~~review and ~~misstatement~~approval ofprocedures. ~~the~~We ~~Company’s annual~~will orcontinue ~~interim~~to ~~consolidated~~monitor ~~financial~~and ~~statements~~assess ~~will~~the ~~not~~effectiveness beof ~~prevented~~our orremediation ~~detected~~efforts onin afuture ~~timely basis~~periods.

~~Although~~Changes ~~management~~in ~~has~~Internal ~~not~~Control ~~yet completed a formal evaluation of the Company’s internal control~~ over ~~financial~~Financial ~~reporting, certain control deficiencies were identified that are significant enough to suggest the existence of material weaknesses, including:~~Reporting

●There ~~Lack~~were ofno ~~Segregation~~changes ofin ~~Duties.~~our ~~The~~internal ~~Company~~control ~~did~~over financial ~~not~~reporting ~~maintain~~during ~~adequate~~the ~~segregation~~fiscal ofquarter ~~duties~~ended ~~within~~April ~~its~~30, ~~finance~~2026, ~~and~~that ~~accounting~~have ~~function.~~materially ~~This~~affected, ~~deficiency increases the risk that errors~~ or ~~fraudulent~~are ~~activity~~reasonably ~~could~~likely ~~occur~~to ~~and~~materially affect, ~~remain~~our ~~undetected~~internal incontrol aover ~~timely~~financial ~~manner~~reporting.

● Insufficient Accounting and Financial Reporting Expertise. The Company did not have a sufficient number of qualified personnel with the requisite knowledge of U.S. generally accepted accounting principles (GAAP) and SEC reporting requirements to ensure the timely and accurate preparation, review, and disclosure of consolidated financial statements.39

~~Remediation~~PART ~~Plan~~II—OTHER INFORMATION

WeITEM ~~are actively working to remediate these material weaknesses~~2. ~~Planned~~UNREGISTERED ~~remediation~~SALES ~~steps~~OF ~~include~~EQUITY ~~hiring~~SECURITIES ~~additional~~AND ~~qualified~~USE ~~accounting~~OF ~~personnel and implementing more robust internal review and approval procedures. We will continue to monitor and assess the effectiveness of our remediation efforts in future periods.~~PROCEEDS

~~Changes~~Convertible ~~in Internal Control over Financial Reporting~~Notes

~~There~~On ~~were~~January no14, ~~changes~~2026, inthe ~~our~~Company ~~internal~~entered ~~control~~into ~~over~~a ~~financial~~Securities ~~reporting~~Purchase ~~during~~Agreement with an accredited investor, pursuant to which the ~~fiscal~~Company ~~quarter~~issued ~~ended~~(i) a convertible promissory note in the aggregate principal amount of $165,000 (reflecting an original issue discount of $32,000, for a purchase price of $150,000), bearing interest at 10% per annum with twelve months of interest guaranteed, maturing on January 3114, 2027; (ii) warrants to purchase 330,000 shares of Common Stock at an initial exercise price of $0.50 per share with a five-year term; and (iii) 75,000 shares of Common Stock as commitment shares. On March 12, 2026, ~~that~~the ~~have~~investor ~~materially~~effected ~~affected~~a cashless exercise of 300,000 orwarrants, ~~are~~resulting ~~reasonably~~in ~~likely~~the toissuance of 263,198 shares ~~materially~~of ~~affect~~Common Stock. The foregoing securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, ~~our~~as ~~internal~~amended, ~~control~~and ~~over~~Rule ~~financial~~506(b) ~~reporting~~of Regulation D promulgated thereunder. The investor represented that it was an “accredited investor” as defined in Rule 501(a) of Regulation D. No general solicitation was used in connection with this offering.

12On February 6, 2026, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued a 6% convertible redeemable promissory note in the aggregate principal amount of $200,000 (reflecting an original issue discount of $25,000, for a purchase price of $175,000), maturing on February 9, 2027. The note is convertible into shares of the Company’s Common Stock at a conversion price equal to 60% of the lowest trading price during the 20 trading days preceding conversion. The securities were issued in reliance on an exemption from registration under the Securities Act of 1933, as amended. The investor represented that it was an “accredited investor” as defined in Rule 501(a) of Regulation D.

~~PART~~On ~~II—OTHER~~February ~~INFORMATION~~17, 2026, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $238,050 (reflecting an original issue discount of $38,050, for a purchase price of $200,000), bearing interest at 12% per annum, maturing on December 15, 2026. The note is convertible into shares of the Company’s Common Stock at a conversion price equal to 65% of the lowest closing price during the 10 trading days prior to conversion. The securities were issued in reliance on an exemption from registration under the Securities Act of 1933, as amended. The investor represented that it was an “accredited investor” as defined in Rule 501(a) of Regulation D.

~~ITEM~~On 1February 17, 2026, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $172,222 (reflecting an original issue discount of $27,222, for a cash purchase price of $150,000), maturing on February 17, 2027. ~~LEGAL~~The ~~PROCEEDINGS~~note is convertible into shares of the Company’s Common Stock, beginning 180 days after the issue date, at a variable conversion price equal to 60% of the lowest trading price during the 20 trading days prior to conversion. The securities were issued in reliance on an exemption from registration under Rule 506 of Regulation D under the Securities Act of 1933, as amended. The investor represented that it was an “accredited investor” as defined in Rule 501(a) of Regulation D. No general solicitation was used in connection with this offering.

WeOn ~~are~~February ~~not~~13, ~~currently~~2026, ~~party~~the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to ~~any~~which ~~legal~~the ~~proceedings~~Company issued (i) a 12% convertible redeemable promissory note in the aggregate principal amount of $150,000 (reflecting an original issue discount of $15,000, for a purchase price of $135,000), maturing on February 17, 2027; and we(ii) ~~are~~12,000 ~~not~~shares ~~aware~~of Common Stock as commitment shares. Interest on the note is payable in shares of ~~any~~Common ~~pending~~Stock. orThe ~~threatened~~note ~~litigation~~is ~~against~~convertible usinto ~~that~~shares weof ~~believe~~the ~~could~~Company’s ~~have~~Common Stock upon an event of default at a ~~material~~conversion ~~adverse~~price equal ~~effect~~to 70% of the lowest traded price during the 15 trading days prior to conversion. The securities were issued in reliance on ~~our~~an ~~business,~~exemption ~~operating~~from ~~results~~registration under the Securities Act of 1933, oras ~~financial~~amended. ~~condition~~The investor represented that it was an “accredited investor” as defined in Rule 501(a) of Regulation D.

~~ITEM 1A. RISK FACTORS.~~40

AsCommon ~~a smaller reporting company, we are not required to provide the information required by this item.~~Stock

~~ITEM~~On 2February 4, 2026, the Company issued 12,000 restricted shares of Common Stock to a consultant pursuant to a Board Resolution adopted by the Company’s Board of Directors. ~~UNREGISTERED~~The ~~SALES~~shares were OFvalued ~~EQUITY~~at ~~SECURITIES~~the twenty (20) trading-day volume-weighted average price of the Company’s Common Stock for the twenty consecutive trading ~~AND~~days ~~USE~~immediately OFpreceding ~~PROCEEDS~~and including February 4, 2026. The foregoing shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. No general solicitation was used in connection with this issuance.

~~None~~On March 24, 2026, the Company issued an aggregate of 12,510 restricted shares of Common Stock (4,170 shares each) to three accredited investors pursuant to a Board Resolution adopted by the Company’s Board of Directors. The shares were issued at an acquisition value of $1.20 per share in connection with the Company’s Series A Preferred Stock offering. The foregoing shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. No general solicitation was used in connection with this issuance.

~~ITEM~~On March 24, 2026, the Company issued 1,000 restricted shares of Common Stock to a third-party entity pursuant to a Memorandum of Understanding dated March 16, 2026, and a Board Resolution adopted by the Company’s Board of Directors effective March 24, 2026. The shares were issued as commitment consideration in connection with the parties’ intent to collaborate on the development, sale, and deployment of Space-Based Solar Power systems. The shares were issued at no cash consideration. The foregoing shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. ~~MINE~~No ~~SAFETY~~general ~~DISCLOSURES~~solicitation was used in connection with this issuance.

~~Not~~On ~~applicable~~April 9, 2026, the Company commenced a private placement offering of equity securities pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended. The offering had a total offering amount of $228,150, of which $228,150 had been sold as of the date of the Company’s Form D filing. The securities were offered and sold to a total of 51 investors, including up to 35 non-accredited investors. No sales commissions or finders’ fees were paid in connection with the offering.

~~ITEM~~On 5April 14, 2026, the Company issued an aggregate of 200,000 restricted shares of Common Stock to four officers and directors of the Company (50,000 shares each) pursuant to their respective employment and board of directors agreements, and a Board Resolution adopted by the Company’s Board of Directors effective April 14, 2026. The ~~OTHER~~shares ~~INFORMATION~~were issued as equity compensation for services rendered and were issued at no cash consideration. The foregoing shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. No general solicitation was used in connection with this issuance.

~~Subsequent~~On ~~Events~~April 22, 2026, the Company issued 149,979 restricted shares of Common Stock to an officer and director of the Company pursuant to an exchange agreement, in consideration for the cancellation of $327,629 in outstanding principal indebtedness owed to such officer. The shares were valued at $2.85 per share, or an aggregate of $427,391. The foregoing shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. No general solicitation was used in connection with this issuance.

~~The~~Series ~~following~~A ~~subsequent~~Preferred ~~events occurred after January 31, 2026, and prior to the filing of this Quarterly Report on Form 10-Q.~~Stock

On ~~February~~January 913, 2026 ~~and February 17~~, ~~2026,~~ the Company entered into a ~~separate~~ Securities Purchase ~~Agreements~~Agreement with an accredited investor, pursuant to which itthe Company issued an250,000 ~~aggregate~~shares ~~principal~~of ~~amount~~the ofCompany’s ~~approximately~~Series ~~$760~~D Convertible Preferred Stock,~~272~~ ofpar ~~promissory~~value ~~notes~~$0.0001 toper ~~four~~share, ~~unaffiliated~~at ~~accredited~~a ~~investors.~~price ~~After~~of ~~giving~~$0.40 ~~effect~~per toshare, ~~original~~for ~~issue~~aggregate ~~discounts~~proceeds ~~and~~of ~~legal~~$100,000. ~~fee~~The foregoing ~~deductions,~~securities were issued in reliance on the ~~Company~~exemption ~~received~~from ~~aggregate~~registration ~~net~~provided ~~cash~~by ~~proceeds~~Rule 506(c) of ~~approximately~~Regulation ~~$667~~D under the Securities Act of 1933,~~000~~ as amended. The ~~notes~~investor ~~contain~~represented ~~various~~that ~~interest,~~it ~~conversion, prepayment~~was ~~and~~an ~~default~~“accredited ~~provisions~~investor” as ~~described~~defined ~~below~~in Rule 501(a) of Regulation D.

On February 9, 2026, the Company entered into a Securities Purchase Agreement (the “CFI SPA”) with CFI Capital LLC (“CFI”), pursuant to which the Company agreed to issue and sell, and CFI agreed to purchase, a 6% Convertible Redeemable Note in the aggregate principal amount of $200,000 (the “CFI Note”). The CFI Note contains an original issue discount of $20,000, resulting in a purchase price of $180,000, less a $5,000 legal fee deduction, resulting in net proceeds of $175,000 before expenses. The CFI Note bears interest at six percent (6%) per annum from February 9, 2026 and matures on February 9, 2027.41

~~Following~~On ~~the~~February ~~six-month~~5, ~~anniversary~~2026, ofthe ~~issuance,~~Company entered into ~~CFI~~a ~~may~~Convertible Preferred Stock Offering Memorandum and Purchase Agreement with an accredited investor, ~~subject~~pursuant to ~~certain~~which ~~beneficial~~the ~~ownership~~Company ~~limitations,~~issued and ~~convert~~sold ~~all~~15 orUnits ~~any~~of ~~portion~~Series A Convertible Preferred Stock at a minimum invested amount of ~~the~~$1,000 ~~outstanding~~per ~~principal~~Unit, ~~and~~for ~~accrued~~aggregate ~~interest~~proceeds of $15,000. The Preferred Shares are convertible into shares of the Company’s ~~common~~Common ~~stock~~Stock at a ~~conversion~~20% ~~price~~discount ~~equal~~ to ~~sixty percent (60%) of~~ the ~~lowest~~average ~~trading~~closing price of ~~the~~ ~~Company’s~~the ~~common~~Common ~~stock~~Stock during the ~~twenty~~five ~~(20)~~ trading days preceding the conversion date. InThe ~~the~~foregoing ~~event~~securities ofwere aissued ~~DTC~~in ~~“Chill,” the~~reliance ~~conversion~~on ~~price~~the isexemption from ~~reduced~~registration toprovided ~~fifty~~by ~~percent~~Rule 506(~~50%~~c) of ~~the~~Regulation ~~lowest~~D ~~trading~~under ~~price~~the ~~during~~Securities ~~the~~Act ~~applicable~~of ~~lookback~~1933, ~~period~~as amended. The ~~CFI~~investor ~~Note~~represented that ~~contains~~it awas ~~4.99%~~an ~~beneficial~~“accredited ~~ownership~~investor” ~~limitation~~as defined in Rule 501(a) of Regulation D, ~~which~~and ~~may~~the beCompany ~~increased~~took toreasonable ~~9.99%~~steps ~~upon~~to 60verify the ~~days~~investor’s ~~prior~~accredited ~~written~~investor ~~notice~~status.

~~The~~On ~~CFI~~May ~~Note~~8, ~~further~~2026, ~~provides~~the ~~that~~Company ifentered ~~the~~into ~~Company~~a Series ~~issues~~A ~~securities~~Preferred toStock ~~another~~Purchase ~~party~~Agreement with ~~more~~an ~~favorable~~accredited ~~conversion~~investor, ~~terms~~pursuant to which the Company issued and sold 175,000 shares of the Company’s Series A Convertible Preferred Stock (~~including~~the ~~conversion~~“Series A Shares”) at a purchase price of $1.00 per share, ~~discount~~for oraggregate proceeds ~~lookback~~of ~~period)~~$175,000. ~~such~~The foregoing securities were issued in reliance on the exemption from registration provided by Rule 506(b) of Regulation ~~conversion~~D ~~terms~~under ~~will~~the beSecurities ~~adjusted~~Act of 1933, as amended. The investor represented that it was an “accredited investor” as defined in Rule ~~favor~~501(a) of ~~CFI~~Regulation D, had a prior substantial pre-existing relationship with the Company, and that no general solicitation was used in connection with the offering.

~~The~~ITEM ~~CFI Note may be prepaid subject to premiums ranging from 105% to 140% of the principal amount, plus accrued interest, depending on the timing of redemption~~5. InOTHER the case of a “Sale Event” (as defined in the CFI Note), the Company must, at CFI’s election, either redeem the CFI Note in cash subject to the applicable premium or permit conversion at the applicable conversion price.INFORMATION

13During the quarter ended April 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

~~Upon~~ITEM an event of default, unless cured within five days or waived by the Holder, and during the continuation of an event of default, including, among other things, payment defaults, covenant breaches, reporting delinquency, delisting, insolvency events or cross-default, unless cured by the Company within five days or otherwise waived in writing by CFI, CFI may declare the CFI Note immediately due and payable6. . Upon default, interest accrues at the highest rate permitted by Florida law and the conversion price is adjusted to forty-five percent (45%) of the lowest trading price during the applicable lookback period. Further, if the Company is delinquent or continues to be delinquent after six months of the Note in its SEC reports, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for conversion. The foregoing description of the CFI SPA and CFI Note does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as exhibits to this Quarterly Report on Form 10-Q and are incorporated herein by reference.EXHIBITS

On February 17, 2026, the Company entered into a Securities Purchase Agreement (the “GS SPA”) with GS Capital Partners, LLC (“GS”), pursuant to which the Company issued a 12% Promissory Note in the principal amount of $150,000 (the “GS Note”). The GS Note contains an original issue discount of $11,000, resulting in a purchase price of $139,000, less a $4,000 legal fee deduction, resulting in net proceeds of $135,000 before expenses. The Company issued 12,000 restricted shares of common stock to GS as commitment shares (the “GS Commitment Shares”).

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith
**	Furnished herewith. This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The GSXBRL ~~Note~~related ~~matures~~information onin ~~February~~Exhibit ~~17,~~101 ~~2027. Beginning~~shall ~~August~~not ~~17,~~be ~~2026,~~deemed “filed” for purposes of Section 18 of the Securities ~~Company~~Exchange isAct ~~required~~of 1934, as amended, or otherwise subject to ~~make~~liability ~~six~~of ~~(6)~~that ~~equal~~section ~~monthly~~and ~~payments~~shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of ~~$25~~1933,~~000~~ ~~each~~as amended, ~~with~~except ~~any~~as ~~remaining~~shall ~~outstanding~~be ~~amounts due~~expressly atset ~~maturity~~forth by specific reference in such filing or document.

Upon the occurrence of an Event of Default (as defined in the GS Note), GS may, at its option and subject to certain beneficial ownership limitations, convert all or any portion of the outstanding principal and accrued interest, including default interest and other amounts due, into shares of the Company’s common stock at a conversion price equal to seventy percent (70%) of the lowest trading price of the common stock during the fifteen (15) trading days preceding the date of conversion. In the event of a DTC “Chill,” the conversion price is reduced to fifty percent (50%) of the lowest trading price during the applicable lookback period. The GS Note contains a 4.99% beneficial ownership limitation, which may be increased to 9.99% upon 60 days’ prior written notice.42

If, while the GS Note is outstanding, the Company consummates a financing transaction resulting in net proceeds of $700,000 or more in one or more closings, any proceeds in excess of $700,000 must be used to retire outstanding balances under the GS Note.SIGNATURES

~~The~~Pursuant GSto ~~Note~~the ~~further~~requirements ~~provides~~of ~~that if~~ the ~~Company~~Securities Exchange ~~issues~~Act ~~securities~~of to1934, ~~another~~the ~~party~~registrant ~~with~~has ~~more~~duly ~~favorable~~caused ~~conversion~~this ~~terms~~report ~~(including~~to ~~conversion~~be ~~price,~~signed ~~discount~~on orits ~~lookback~~behalf ~~period),~~by ~~such conversion~~the ~~terms~~undersigned ~~will~~thereunto beduly ~~adjusted in favor of GS~~authorized.

	HELIO CORPORATION


Date: June 15, 2026	By:	/s/ Edward Cabrera
		Edward Cabrera
		Chief Executive Officer and Chairman of the Board of Directors
		(Principal Executive Officer and Principal Financial and Accounting Officer)


	By:	/s/ Mark Knauf
		Mark Knauf
		Chief Financial Officer

The foregoing description of the GS SPA and GS Note does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as exhibits to this Quarterly Report on Form 10-Q and are incorporated herein by reference.43

On February 17, 2026, the Company entered into a Securities Purchase Agreement (the “Quick SPA”) with Quick Capital, LLC (“Quick”), pursuant to which the Company agreed to issue and sell, and Quick agreed to purchase, a Convertible Promissory Note in the aggregate principal amount of $172,222 (the “Quick Note”). The Quick Note contains an original issue discount of $17,222 and $5,000 withheld for legal expenses, resulting in net proceeds to the Company of $150,000 before other expenses. The Quick Note matures twelve (12) months from the date of issuance.

The Quick Note bears interest at six percent (6%) per annum on the outstanding principal amount. Upon the occurrence and continuation of an Event of Default, the interest rate increases to the lesser of twenty-four percent (24%) per annum or the maximum rate permitted by applicable law.

Beginning on the 180th day following issuance, and subject to a 4.99% beneficial ownership limitation, Quick may convert all or any portion of the outstanding principal, accrued interest and other amounts due into shares of the Company’s common stock at a conversion price equal to sixty percent (60%) of the lowest trading price of the Company’s common stock during the twenty (20) trading days preceding the date of conversion. Upon the occurrence of an Event of Default, the conversion discount increases such that the conversion price equals forty-five percent (45%) of the lowest trading price during the applicable lookback period. The Company is required to maintain a share reserve equal to at least four (4) times the number of shares issuable upon full conversion of the Quick Note, and failure to maintain such reserve constitutes an Event of Default.

The Quick Note may be prepaid by the Company, subject to the prior written consent of the Holder, upon not less than three (3) trading days’ prior written notice. If prepaid within the first 180 days following issuance, the Company must pay a premium equal to (i) 105% of the outstanding principal and accrued interest if prepaid within 0–30 days of issuance, (ii) 110% if prepaid during days 31–60, (iii) 120% if prepaid during days 61–90, (iv) 130% if prepaid during days 91–120, (v) 135% if prepaid during days 121–150, and (vi) 140% if prepaid during days 151–180. The Note may not be prepaid after the 180th day anniversary of the issuance date.

Upon an Event of Default, including, among other things, payment defaults, breaches of representations or covenants, failure to maintain SEC reporting compliance, delisting or loss of quotation, insolvency events, failure to maintain required share reserves, or cross-default under other indebtedness owed to Quick or its affiliates, the Quick Note becomes immediately due and payable and the outstanding principal balance increases to one hundred fifty percent (150%) of the outstanding principal amount, together with accrued and unpaid interest and other amounts due; in certain circumstances, the default amount increases to two hundred percent (200%) of the outstanding principal.

While the Quick Note is outstanding, the Holder is entitled to participate in any pro rata issuance of rights to purchase common stock or other securities as if it were a holder of the number of shares of common stock issuable upon full conversion of the Quick Note (without regard to any conversion limitations) immediately prior to the applicable record date.

On March 17, 2026, Paul Turin resigned as a member of the Board of Directors of Helio Corporation (the “Company”), effective March 17, 2026. Mr. Turin’s resignation from the Board was voluntary and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Turin remains the Chief Engineer of the Company. The Company is furnishing as Exhibit 99.1 hereto a copy of Mr. Turin’s letter of resignation.

ITEM 6. EXHIBITS.

Exhibit No.		Description
10.1*		$200k Convertible Promissory Note dated February 9 2026
10.2*		$200k Securities Purchase Agreement dated February 9 2026
10.3*		$150k Convertible Promissory Note dated February 17 2026
10.4*		$150k Securities Purchase Agreement dated February 17 2026
10.5*		$172k Convertible Promissory Note dated February 17 2026
10.6*		$172k Securities Purchase Agreement dated February 17 2026
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1*		Helio Board Resignation letter Turin
99.2*		Helio Board Resignation letter Bale
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	*	Filed herewith
	**	Furnished herewith. This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HELIO CORPORATION
Date: March 30, 2026	By:	/s/ Edward Cabrera
		Edward Cabrera
		Chief Executive Officer and Chairman of the Board of Directors
		(Principal Executive Officer and Principal Financial and Accounting Officer)

By: /s/ Mark Knauf Mark Knauf Chief Financial Officer

P5Y 0.99 http://fasb.org/srt/2025#ChiefExecutiveOfficerMember 0001953988 false Q1 --10-31 0001953988 2025-11-01 2026-01-31 0001953988 2026-03-27 0001953988 2026-01-31 0001953988 2025-10-31 0001953988 us-gaap:RelatedPartyMember 2026-01-31 0001953988 us-gaap:RelatedPartyMember 2025-10-31 0001953988 us-gaap:ServiceMember 2025-11-01 2026-01-31 0001953988 us-gaap:ServiceMember 2024-11-01 2025-01-31 0001953988 hleo:EngineeringFeesMember 2025-11-01 2026-01-31 0001953988 hleo:EngineeringFeesMember 2024-11-01 2025-01-31 0001953988 hleo:MaterialsMember 2025-11-01 2026-01-31 0001953988 hleo:MaterialsMember 2024-11-01 2025-01-31 0001953988 2024-11-01 2025-01-31 0001953988 hleo:NoParvalueCommonStockMember 2025-10-31 0001953988 us-gaap:RetainedEarningsMember 2025-10-31 0001953988 hleo:NoParvalueCommonStockMember 2025-11-01 2026-01-31 0001953988 us-gaap:RetainedEarningsMember 2025-11-01 2026-01-31 0001953988 hleo:NoParvalueCommonStockMember 2026-01-31 0001953988 us-gaap:RetainedEarningsMember 2026-01-31 0001953988 hleo:NoParvalueCommonStockMember 2024-10-31 0001953988 us-gaap:RetainedEarningsMember 2024-10-31 0001953988 2024-10-31 0001953988 hleo:NoParvalueCommonStockMember 2024-11-01 2025-01-31 0001953988 us-gaap:RetainedEarningsMember 2024-11-01 2025-01-31 0001953988 hleo:NoParvalueCommonStockMember 2025-01-31 0001953988 us-gaap:RetainedEarningsMember 2025-01-31 0001953988 2025-01-31 0001953988 hleo:StirlingBridgeGroupIncMember 2024-01-31 0001953988 2024-01-01 2024-01-31 0001953988 hleo:UnsecuredNotesMember us-gaap:RelatedPartyMember 2025-11-01 2026-01-31 0001953988 hleo:UnsecuredNotesMember 2025-11-01 2026-01-31 0001953988 srt:MinimumMember 2026-01-31 0001953988 hleo:UnsecuredNotesMember 2026-01-31 0001953988 hleo:NotesPayableMember 2026-01-31 0001953988 hleo:NotesPayableMember srt:MinimumMember 2026-01-31 0001953988 srt:MaximumMember hleo:NotesPayableMember 2026-01-31 0001953988 2024-11-01 2025-10-31 0001953988 2023-11-01 2024-10-31 0001953988 2024-11-01 2025-07-31 0001953988 2024-05-01 2025-07-31 0001953988 us-gaap:FurnitureAndFixturesMember 2026-01-31 0001953988 us-gaap:FairValueInputsLevel1Member 2026-01-31 0001953988 us-gaap:FairValueInputsLevel2Member 2026-01-31 0001953988 us-gaap:FairValueInputsLevel3Member 2026-01-31 0001953988 us-gaap:FairValueInputsLevel1Member 2025-10-31 0001953988 us-gaap:FairValueInputsLevel2Member 2025-10-31 0001953988 us-gaap:FairValueInputsLevel3Member 2025-10-31 0001953988 us-gaap:StockOptionMember 2025-11-01 2026-01-31 0001953988 us-gaap:StockOptionMember 2024-11-01 2025-01-31 0001953988 us-gaap:WarrantMember 2025-11-01 2026-01-31 0001953988 us-gaap:WarrantMember 2024-11-01 2025-01-31 0001953988 us-gaap:ConvertibleNotesPayableMember 2025-11-01 2026-01-31 0001953988 us-gaap:ConvertibleNotesPayableMember 2024-11-01 2025-01-31 0001953988 srt:MinimumMember 2025-11-01 2026-01-31 0001953988 srt:MaximumMember 2025-11-01 2026-01-31 0001953988 srt:ChiefExecutiveOfficerMember 2025-11-01 2026-01-31 0001953988 2025-12-02 0001953988 srt:ChiefExecutiveOfficerMember 2025-12-02 2025-12-02 0001953988 srt:ChiefExecutiveOfficerMember us-gaap:CommonStockMember 2025-12-02 0001953988 hleo:ConvertibleNotesMember 2024-03-18 0001953988 hleo:ConvertibleNotesMember 2024-03-18 2024-03-18 0001953988 hleo:NotesPayableRelatedPartiesMember 2025-11-01 2026-01-31 0001953988 hleo:NotesPayableRelatedPartiesMember 2023-11-01 2024-01-31 0001953988 hleo:ConvertibleNotesMember 2025-11-01 2026-01-31 0001953988 hleo:ConvertibleNotesMember 2024-11-01 2025-10-31 0001953988 hleo:IndiciaCapitalLLCMember 2025-04-16 0001953988 hleo:UnsecuredPromissoryNoteMember 2025-04-16 0001953988 hleo:UnsecuredPromissoryNoteMember 2025-04-16 2025-04-16 0001953988 hleo:JamesByrdMember 2025-04-16 0001953988 hleo:UnsecuredPromissoryNoteMember 2025-11-01 2026-01-31 0001953988 hleo:UnsecuredPromissoryNoteMember 2024-11-01 2025-10-31 0001953988 hleo:NotePayableAgreementMember 2024-03-12 0001953988 hleo:NotePayableAgreementMember 2024-03-12 2024-03-12 0001953988 hleo:NotePayableAgreementMember hleo:ConvertibleNoteMember 2025-11-01 2026-01-31 0001953988 hleo:NotePayableAgreementMember hleo:ConvertibleNoteMember 2024-11-01 2025-01-31 0001953988 us-gaap:ConvertibleNotesPayableMember 2026-01-31 0001953988 us-gaap:ConvertibleNotesPayableMember 2025-10-31 0001953988 hleo:NotePayableAgreementMember 2024-06-20 0001953988 hleo:NotePayableAgreementMember 2024-06-20 2024-06-20 0001953988 hleo:MaturesOnJune202026Member hleo:NotePayableAgreementMember 2024-06-20 0001953988 hleo:NotePayableAgreementMember 2024-10-07 0001953988 hleo:NotePayableAgreementMember 2024-10-31 2024-10-31 0001953988 hleo:NotePayableAgreementMember 2024-10-17 2024-10-17 0001953988 hleo:NotePayableAgreementMember 2025-11-01 2026-01-31 0001953988 hleo:NotePayableAgreementMember 2026-01-31 0001953988 hleo:MaturesOnJune202026Member hleo:NotePayableAgreementMember 2026-01-31 0001953988 hleo:MaturesOnJune202026Member us-gaap:ConvertibleNotesPayableMember 2025-01-31 0001953988 hleo:MaturesOnJune202026Member us-gaap:ConvertibleNotesPayableMember 2026-01-31 0001953988 hleo:MaturesOnJune202026Member us-gaap:ConvertibleNotesPayableMember 2025-10-31 0001953988 us-gaap:ConvertibleNotesPayableMember 2025-01-31 0001953988 hleo:MaturesOnMarch122025Member 2026-01-31 0001953988 hleo:MaturesOnMarch122025Member 2025-10-31 0001953988 hleo:NotePayableAgreementMember 2025-04-25 0001953988 hleo:NotePayableAgreementMember 2025-07-02 0001953988 hleo:NotePayableAgreementMember 2024-07-31 0001953988 hleo:NotePayableAgreementMember 2024-07-31 2024-07-31 0001953988 hleo:MaturesOnJune202026Member hleo:NotePayableAgreementMember 2024-07-31 0001953988 hleo:MaturesOnJune202026Member hleo:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2024-07-31 0001953988 hleo:MaturesOnJune202026Member hleo:NotePayableAgreementMember 2024-07-31 2024-07-31 0001953988 hleo:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2023-11-01 2024-10-31 0001953988 us-gaap:ConvertibleNotesPayableMember 2025-11-01 2026-01-31 0001953988 us-gaap:ConvertibleNotesPayableMember 2024-11-01 2025-01-31 0001953988 hleo:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2026-01-31 0001953988 hleo:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2025-10-31 0001953988 2025-07-02 2025-07-02 0001953988 2025-07-02 0001953988 hleo:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2024-07-31 0001953988 hleo:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2024-07-31 2024-07-31 0001953988 hleo:NotePayableAgreementMember hleo:ConvertibleNoteMember 2024-07-31 2024-07-31 0001953988 hleo:NotePayableAgreementMember 2023-11-01 2024-10-31 0001953988 hleo:NotePayableAgreementMember 2025-10-31 0001953988 hleo:NotePayableAgreementMember 2025-01-09 0001953988 hleo:NotePayableAgreementMember 2025-01-09 2025-01-09 0001953988 hleo:MaturesOnJanuary92027Member hleo:NotePayableAgreementMember 2025-11-01 2026-01-31 0001953988 hleo:MaturesOnJanuary92027Member hleo:NotePayableAgreementMember 2024-11-01 2025-01-31 0001953988 hleo:MaturesOnJanuary92027Member hleo:NotePayableAgreementMember 2026-01-31 0001953988 hleo:MaturesOnJanuary92027Member hleo:NotePayableAgreementMember 2025-10-31 0001953988 hleo:MaturesOnFebruary92027Member hleo:NotePayableAgreementMember 2025-02-03 0001953988 hleo:NotePayableAgreementMember 2025-02-03 2025-02-03 0001953988 hleo:MaturesOnFebruary92027Member hleo:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2025-11-01 2026-01-31 0001953988 hleo:MaturesOnFebruary92027Member hleo:NotePayableAgreementMember 2026-01-31 0001953988 hleo:MaturesOnFebruary92027Member hleo:NotePayableAgreementMember 2025-10-31 0001953988 hleo:ShortTermLoanMember 2025-05-19 0001953988 hleo:ShortTermLoanMember 2025-05-19 2025-05-19 0001953988 hleo:ShortTermLoanMember 2025-11-01 2026-01-31 0001953988 hleo:ReceivablesSaleAgreementMember 2025-06-08 0001953988 hleo:ThirdPartyMember hleo:ReceivablesSaleAgreementMember 2025-06-08 0001953988 hleo:ReceivablesSaleAgreementMember 2025-06-08 2025-06-08 0001953988 hleo:ReceivablesSaleAgreementMember 2025-11-01 2026-01-31 0001953988 hleo:ShortTermLoanMember 2025-09-18 0001953988 hleo:ShortTermLoanMember 2025-09-18 2025-09-18 0001953988 hleo:ShortTermLoanPayable2Member 2025-11-01 2026-01-31 0001953988 hleo:ShortTermLoanMember 2025-09-30 0001953988 hleo:ShortTermLoanMember 2025-09-30 2025-09-30 0001953988 hleo:ShortTermLoanMember hleo:NotePayableAgreementMember 2025-11-01 2026-01-31 0001953988 hleo:ShortTermLoanPayable2Member 2025-09-30 0001953988 hleo:ShortTermLoanPayable2Member 2025-09-30 2025-09-30 0001953988 2025-09-30 0001953988 2025-09-30 2025-09-30 0001953988 hleo:ShortTermLoan3Member 2025-11-01 2026-01-31 0001953988 hleo:ShortTermLoan3Member 2026-01-31 0001953988 2026-01-23 2026-01-23 0001953988 hleo:NotesPayableMember 2025-11-01 2026-01-31 0001953988 hleo:NotesPayableMember 2026-01-31 0001953988 hleo:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2025-08-26 0001953988 hleo:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2025-08-26 2025-08-26 0001953988 hleo:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember us-gaap:CommonStockMember 2025-11-01 2026-01-31 0001953988 hleo:AccountsPayableAndAccruedExpensesMember us-gaap:ConvertibleNotesPayableMember 2026-01-31 0001953988 hleo:AccountsPayableAndAccruedExpensesMember us-gaap:ConvertibleNotesPayableMember 2025-10-31 0001953988 hleo:NotePayableAgreementMember us-gaap:ConvertibleNotesPayableMember 2025-11-01 2026-01-31 0001953988 hleo:NotePayableAgreementOneMember us-gaap:ConvertibleNotesPayableMember 2025-12-19 0001953988 hleo:NotePayableAgreementOneMember us-gaap:ConvertibleNotesPayableMember 2025-12-19 2025-12-19 0001953988 hleo:NotePayableAgreementOneMember us-gaap:ConvertibleNotesPayableMember 2025-11-01 2026-01-31 0001953988 hleo:NotePayableAgreementOneMember us-gaap:ConvertibleNotesPayableMember 2026-01-31 0001953988 hleo:NotePayableAgreementTwoMember us-gaap:ConvertibleNotesPayableMember 2025-12-19 0001953988 hleo:NotePayableAgreementTwoMember us-gaap:ConvertibleNotesPayableMember 2025-12-19 2025-12-19 0001953988 hleo:NotePayableAgreementTwoMember us-gaap:ConvertibleNotesPayableMember 2025-11-01 2026-01-31 0001953988 hleo:NotePayableAgreementTwoMember us-gaap:ConvertibleNotesPayableMember 2026-01-31 0001953988 hleo:NotePayableAgreementThreeMember us-gaap:ConvertibleNotesPayableMember 2025-12-19 0001953988 hleo:NotePayableAgreementThreeMember us-gaap:ConvertibleNotesPayableMember 2025-12-19 2025-12-19 0001953988 hleo:NotePayableAgreementThreeMember us-gaap:ConvertibleNotesPayableMember 2025-11-01 2026-01-31 0001953988 hleo:NotePayableAgreementThreeMember us-gaap:ConvertibleNotesPayableMember 2026-01-31 0001953988 hleo:NotePayableAgreementFourMember us-gaap:ConvertibleNotesPayableMember 2026-01-12 0001953988 hleo:NotePayableAgreementFourMember us-gaap:ConvertibleNotesPayableMember 2026-01-12 2026-01-12 0001953988 hleo:NotePayableAgreementFourMember us-gaap:ConvertibleNotesPayableMember 2025-11-01 2026-01-31 0001953988 hleo:NotePayableAgreementFourMember us-gaap:ConvertibleNotesPayableMember 2026-01-31 0001953988 hleo:NotePayableAgreementFiveMember us-gaap:ConvertibleNotesPayableMember 2026-01-14 0001953988 hleo:NotePayableAgreementFiveMember us-gaap:ConvertibleNotesPayableMember 2026-01-14 2026-01-14 0001953988 2026-01-14 2026-01-14 0001953988 hleo:NotePayableAgreementFiveMember us-gaap:ConvertibleNotesPayableMember 2025-11-01 2026-01-31 0001953988 hleo:NotePayableAgreementFiveMember us-gaap:ConvertibleNotesPayableMember 2026-01-31 0001953988 us-gaap:EmbeddedDerivativeFinancialInstrumentsMember 2026-01-31 0001953988 hleo:WarrantDerivativeLiabilityMember 2026-01-31 0001953988 us-gaap:EmbeddedDerivativeFinancialInstrumentsMember 2025-10-31 0001953988 us-gaap:EmbeddedDerivativeFinancialInstrumentsMember 2025-11-01 2026-01-31 0001953988 us-gaap:EmbeddedDerivativeFinancialInstrumentsMember 2024-11-01 2025-01-31 0001953988 hleo:WarrantDerivativeLiabilityMember 2025-11-01 2026-01-31 0001953988 hleo:WarrantDerivativeLiabilityMember 2024-11-01 2025-01-31 0001953988 srt:MinimumMember us-gaap:MeasurementInputExercisePriceMember 2025-08-26 0001953988 srt:MaximumMember us-gaap:MeasurementInputExercisePriceMember 2025-08-26 0001953988 srt:MinimumMember us-gaap:MeasurementInputExercisePriceMember 2026-01-31 0001953988 srt:MaximumMember us-gaap:MeasurementInputExercisePriceMember 2026-01-31 0001953988 srt:MinimumMember us-gaap:MeasurementInputConversionPriceMember 2025-08-26 0001953988 srt:MaximumMember us-gaap:MeasurementInputConversionPriceMember 2025-08-26 0001953988 srt:MinimumMember us-gaap:MeasurementInputConversionPriceMember 2026-01-31 0001953988 srt:MaximumMember us-gaap:MeasurementInputConversionPriceMember 2026-01-31 0001953988 srt:MinimumMember us-gaap:MeasurementInputExpectedTermMember 2025-08-26 0001953988 srt:MaximumMember us-gaap:MeasurementInputExpectedTermMember 2025-08-26 0001953988 srt:MinimumMember us-gaap:MeasurementInputExpectedTermMember 2026-01-31 0001953988 srt:MaximumMember us-gaap:MeasurementInputExpectedTermMember 2026-01-31 0001953988 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember 2025-08-26 0001953988 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember 2025-08-26 0001953988 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember 2026-01-31 0001953988 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember 2026-01-31 0001953988 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-08-26 0001953988 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-08-26 0001953988 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2026-01-31 0001953988 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2026-01-31 0001953988 us-gaap:MeasurementInputExercisePriceMember 2025-08-26 0001953988 us-gaap:MeasurementInputExercisePriceMember 2026-01-31 0001953988 us-gaap:MeasurementInputConversionPriceMember 2025-08-26 0001953988 us-gaap:MeasurementInputConversionPriceMember 2026-01-31 0001953988 us-gaap:MeasurementInputExpectedTermMember 2025-08-26 0001953988 us-gaap:MeasurementInputExpectedTermMember 2026-01-31 0001953988 us-gaap:MeasurementInputPriceVolatilityMember 2025-08-26 0001953988 us-gaap:MeasurementInputPriceVolatilityMember 2026-01-31 0001953988 us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-08-26 0001953988 us-gaap:MeasurementInputRiskFreeInterestRateMember 2026-01-31 0001953988 hleo:EquityPlanMember 2024-10-31 0001953988 hleo:EquityPlanMember 2026-01-31 0001953988 us-gaap:EmployeeStockOptionMember hleo:EquityPlanMember 2025-11-01 2026-01-31 0001953988 2024-10-31 2024-10-31 0001953988 2025-10-31 2025-10-31 0001953988 hleo:TwelveMonthMember 2026-01-31 0001953988 hleo:CustomersFourMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-01-31 0001953988 hleo:CustomersFourMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-11-01 2024-10-31 0001953988 us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-01-31 0001953988 us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-01-31 0001953988 us-gaap:GovernmentContractsConcentrationRiskMember 2025-11-01 2026-01-31 0001953988 hleo:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-01-31 0001953988 hleo:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-10-31 0001953988 hleo:CustomerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-01-31 0001953988 hleo:CustomerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-10-31 0001953988 hleo:CustomerCMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-01-31 0001953988 hleo:CustomerCMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-10-31 0001953988 hleo:CustomerDMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-01-31 0001953988 hleo:CustomerDMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-10-31 0001953988 hleo:TotalCustomersMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-11-01 2026-01-31 0001953988 hleo:TotalCustomersMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-11-01 2025-10-31 0001953988 hleo:BusinessSegmentMember 2025-11-01 2026-01-31 0001953988 hleo:ChiefOperatingDecisionMakerMember 2025-11-01 2026-01-31 0001953988 hleo:PromissoryNotesMember us-gaap:SubsequentEventMember hleo:SecuritiesPurchaseAgreementMember 2026-02-09 0001953988 hleo:PromissoryNotesMember us-gaap:SubsequentEventMember hleo:SecuritiesPurchaseAgreementMember 2026-02-17 0001953988 hleo:PromissoryNotesMember hleo:SecuritiesPurchaseAgreementMember 2025-11-01 2026-01-31 0001953988 hleo:ConvertibleRedeemableNoteMember us-gaap:SubsequentEventMember hleo:SecuritiesPurchaseAgreementMember 2026-02-09 2026-02-09 0001953988 hleo:CFINoteMember us-gaap:SubsequentEventMember hleo:SecuritiesPurchaseAgreementMember 2026-02-09 0001953988 hleo:CFINoteMember us-gaap:SubsequentEventMember hleo:SecuritiesPurchaseAgreementMember 2026-02-09 2026-02-09 0001953988 hleo:CFINoteMember 2025-11-01 2026-01-31 0001953988 hleo:DTCChillMember 2025-11-01 2026-01-31 0001953988 hleo:CFINoteMember 2026-01-31 0001953988 srt:MinimumMember hleo:CFINoteMember 2025-11-01 2026-01-31 0001953988 srt:ArithmeticAverageMember hleo:CFINoteMember 2025-11-01 2026-01-31 0001953988 hleo:FloridaLawMember 2025-11-01 2026-01-31 0001953988 hleo:GSCapitalPartnersLLCMember us-gaap:SubsequentEventMember hleo:SecuritiesPurchaseAgreementMember 2026-02-17 2026-02-17 0001953988 hleo:GSCapitalPartnersLLCMember us-gaap:SubsequentEventMember hleo:SecuritiesPurchaseAgreementMember 2026-02-17 0001953988 hleo:GSNoteMember us-gaap:SubsequentEventMember 2026-02-17 0001953988 hleo:GSNoteMember 2025-11-01 2026-01-31 0001953988 srt:ScenarioForecastMember hleo:GSNoteMember 2026-08-17 2026-08-17 0001953988 hleo:GSCapitalPartnersLLCMember 2025-11-01 2026-01-31 0001953988 hleo:GSNoteMember 2026-01-31 0001953988 hleo:QuickCapitalLLCMember us-gaap:SubsequentEventMember hleo:SecuritiesPurchaseAgreementMember 2026-02-17 0001953988 hleo:QuickCapitalLLCMember us-gaap:SubsequentEventMember hleo:SecuritiesPurchaseAgreementMember 2026-02-17 2026-02-17 0001953988 hleo:QuickNoteMember 2026-01-31 0001953988 srt:MaximumMember hleo:QuickNoteMember 2026-01-31 0001953988 hleo:QuickCapitalLLCMember 2025-11-01 2026-01-31 0001953988 hleo:QuickNoteMember 2025-11-01 2026-01-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

Filing Compare · Helio Corp /FL/