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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2025

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission File Number: 000-56568

HNO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-2781289
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
41558 Eastman Drive Suite B Murrieta, California (Address of principal executive offices)		92562 (Zip Code)

(951) 305-8872

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 x 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 x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
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 x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of September 19, 2025, the registrant had 97,545,491 outstanding shares of Common Stock.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains "forward-looking statements" that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our Form 10-K filed on March 20, 2025, as amended by our Form 10-K/A filed on June 26, 2025, and other filings we make with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

The following discussion and analysis of financial condition and results of operations is based upon and should be read in conjunction with our audited financial statements and related notes thereto included elsewhere in this report, and in our Annual Report on Form 10-K filed on March 20, 2025, as amended by our Form 10-K/A filed on June 26, 2025.

HNO INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JULY 31, 2025

TABLE OF CONTENTS

		PAGE
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Unaudited Condensed Balance Sheets as of July 31, 2025 and October 31, 2024	6
	Unaudited Condensed Statements of Operations for the Three and Nine months Ended July 31, 2025 and July 31, 2024	7
	Unaudited Condensed Statement of Stockholders’ Deficit for the Three and Nine months Ended July 31, 2025 and July 31, 2024	8
	Unaudited Condensed Statements of Cash Flows for the Nine months Ended July 31, 2025 and July 31, 2024	9
	Notes to Unaudited Condensed Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II	OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
	Signatures	30

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.


HNO INTERNATIONAL, INC. CONDENSED BALANCE SHEETS (Unaudited)

		July 31,			October 31,
		2025			2024
ASSETS
Current Assets
Cash	$	31,984		$	20,255
Accounts receivable		—			—
Total Current Assets		31,984			20,255

Non-Current Assets
Property and equipment, net		1,399,793			994,898
Long term asset, net		—			112,026
Right-of-use asset		79,141			121,805
Total Non-Current Assets		1,478,934			1,228,729
TOTAL ASSETS	$	1,510,918		$	1,248,984

LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts payable	$	407,737		$	138,029
Accrued payroll		—			17,762
Accrued interest payable		49,414			28,845
Lease liability		59,966			57,062
Payroll tax		2,838			2,838
Advances, related party		1,091,585			960,585
Convertible note payable, at fair value		60,000			—
Customer deposits		99			99
Notes payable, related party		785,000			785,000
Total Current Liabilities		2,456,639			1,990,220

Non-Current Liability
Lease liability		20,702			66,155
Long term notes payable, related party		590,000			590,000
Total Non-Current Liability		610,702			656,155
Total Liabilities		3,067,341			2,646,375

STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.001 per share; 15,000,000 shares authorized; 0 shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively		—			—
Series A, par value $0.001 per share; 10,000,000 shares authorized; 5,000,000 and 5,000,000 shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively		5,000			5,000
Series B, par value $0.001 per share; 500,000 shares authorized; 360,000 and 0 shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively		360			—
Common stock, par value $0.001 per share; 985,000,000 shares authorized; 95,920,491 and 419,437,865 shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively		95,920			419,438
Common stock payable		15,250			15,250
Common stock subscription receivable		(13,750	)		(13,750	)
Additional paid-in capital		50,204,960			43,611,365
Accumulated deficit		(51,864,163	)		(45,434,694	)
Total Stockholders’ Deficit		(1,556,423	)		(1,397,391	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,510,918		$	1,248,984

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


HNO INTERNATIONAL, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

	For the Three Months Ended July 31,						For the Nine Months Ended July 31,
	2025			2024			2025			2024
				(As Restated)						(As Restated)
Revenue	$	—		$	4,241		$	43,708		$	4,241
Cost of goods sold		—			(3,688	)		—			(3,688	)
Gross Profit		—			553			43,708			553

Operating expenses
Advertising and marketing		2,610			9,593			22,770			9,593
General and administrative expenses		421,940			430,693			6,130,926			1,421,333
Depreciation and amortization		66,742			48,927			178,730			127,994
Total Operating Expenses		491,292			489,213			6,332,426			1,558,920
Other Income (Expenses)
Interest income		2			7			8			5,499
Interest expense		(6,705	)		(6,931	)		(20,569	)		(20,644	)
Loss on fair value of convertible note		(15	)		—			(15,000	)		—
Loss on write-off of intangible asset		—			—			(105,190	)		—
Total Other (Expenses)		(6,718	)		(6,924	)		(140,751	)		(15,145	)
Loss from Operations	$	(498,010	)	$	(495,584	)	$	(6,429,469	)	$	(1,573,512	)
Net Loss	$	(498,010	)	$	(495,584	)	$	(6,429,469	)	$	(1,573,512	)
PER SHARE AMOUNTS
Basic and diluted net loss per share	$	(0.01	)	$	(0.00	)	$	(0.04	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		85,983,969			410,591,730			171,019,802			416,515,952

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


HNO INTERNATIONAL, INC. CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT For the three months and nine months ended July 31, 2025 and 2024 (As Restated) (Unaudited)

	Series A Preferred Stock				Series B Preferred Stock				Common Stock						Stock			Share Subscription			Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Payable			Receivable			Capital		Deficit			Deficit
Balance at October 31, 2023 (Restated)		5,000,000	$	5,000		—	$	—		419,341,584		$	419,341		$	32,251		$	(23,750	)	$	41,470,177	$	(42,096,104	)	$	(193,085	)
Regulation A stock issuances		—		—		—		—		91,501			92			33,999			—			91,409		—			125,500
Net loss for the three months ended January 31, 2024		—		—		—		—		—			—			—			—			—		(507,073	)		(507,073	)
Balance at January 31, 2024 (Restated)		5,000,000	$	5,000		—	$	—		419,433,085		$	419,433		$	66,250		$	(23,750	)	$	41,561,586	$	(42,603,177	)	$	(574,658	)
Regulation A stock issuances		—		—		—		—		120,400			120			13,250			—			120,280		—			133,650
Net loss for the three months ended April 30, 2024		—		—		—		—		—			—			—			—			—		(570,855	)		(570,855	)
Balance at April 30, 2024 (Restated)		5,000,000	$	5,000		—	$	—		419,553,485		$	419,553		$	79,500		$	(23,750	)	$	41,681,866	$	(43,174,032	)	$	(1,011,863	)
Regulation A stock issuances		—		—		—		—		219,028			219			(61,750	)		—			218,809		—			157,278
Regulation D stock issuances		—		—		—		—		966,879			967			—			—			274,533		—			275,500
Shares cancelled as per settlement agreement - Vivaris Capital		—		—		—		—		(10,000,000	)		(10,000	)		—			10,000			—		—			—
Net loss for the three months ended July 31, 2024		—		—		—		—		—			—			—			—			—		(495,584	)		(495,584	)
Balance at July 31, 2024		5,000,000		5,000		—		—		410,739,392			410,739			17,750			(13,750	)		42,175,208		(43,669,616	)		(1,074,669	)

HNO INTERNATIONAL, INC. CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED) For the three months and nine months ended July 31, 2025 and 2024 (As Restated) (Unaudited)

	Series A Preferred Stock				Series B Preferred Stock				Common Stock						Stock		Share Subscription			Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Payable		Receivable			Capital		Deficit			Deficit
Balance at October 31, 2024		5,000,000	$	5,000		—	$	—		419,437,865		$	419,438		$	15,250	$	(13,750	)	$	43,611,365	$	(45,434,694	)	$	(1,397,391	)
Regulation D stock issuances		—		—		—		—		29,293			29			—		—			14,971		—			15,000
Shares cancelled as per exchange agreement		—		—		—		—		(360,000,000	)		(360,000	)		—		—			—		—			(360,000	)
Series B preferred stock issuances		—		—		360,000	$	360		—			—			—		—			359,640		—			360,000
Stock-based compensation		—		—		—		—		16,125,000			16,125			—		—			5,076,432		—			5,092,557
Net loss for the three months ended January 31, 2025		—		—		—		—		—			—			—		—			—		(5,461,393	)		(5,461,393	)
Balance at January 31, 2025		5,000,000	$	5,000		360,000	$	360		75,592,158		$	75,592		$	15,250	$	(13,750	)	$	49,062,408	$	(50,896,087	)	$	(1,751,227	)
Regulation D stock issuances		—		—		—		—		4,558,333			4,558			—		—			522,942		—			527,500
Net loss for the three months ended April 30, 2025		—		—		—		—		—			—			—		—			—		(470,066	)		(470,066	)
Balance at April 30, 2025		5,000,000	$	5,000		360,000	$	360		80,150,491		$	80,150		$	15,250	$	(13,750	)	$	49,585,350	$	(51,366,153	)	$	(1,693,793	)
Regulation D stock issuances		—		—		—		—		13,190,000			13,190			—		—			380,810		—			394,000
Stock-based compensation		—		—		—		—		2,580,000			2,580			—		—			238,800		—			241,380
Net loss for the three months ended July 31, 2025		—		—		—		—		—			—			—		—			—		(498,010	)		(498,010	)
Balance at July 31, 2025		5,000,000		5,000		360,000		360		95,920,491			95,920			15,250		(13,750	)		50,204,960		(51,864,163	)		(1,556,423	)

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


HNO INTERNATIONAL, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
	For the Nine Months Ended July 31,
	2025			2024
				(As Restated)
Cash Flow from Operating Activities
Net loss	$	(6,429,469	)	$	(1,573,512	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		178,730			127,994
Legal services provided in exchange for convertible note		45,000			—
Loss on fair value of convertible note		15,000			—
Loss on write-off of intangible asset		105,190			—
Stock-based compensation		5,333,937			—
Changes in operating assets and liabilities:
Decrease in due from related party		—			56,392
Decrease in accounts payable		(129,137	)		(433	)
Decrease in accrued payroll		(17,762	)		—
Decrease in accrued interest payable		20,569			20,643
Operating lease ROU assets and lease liabilities, net		115			990
Decrease payroll taxes		—			(14,802	)
Net Cash Used in Operating Activities		(877,827	)		(1,382,728	)

Cash Flows from Financing Activities
Proceeds from related party advances		509,000			800,585
Repayment of related party advances		(378,000	)		—
Proceeds from security deposits		—			100,000
Proceeds from customer deposits		—			99
Proceeds from sale of common stock subscription payable		—			(14,501	)
Proceeds from sale of common stock		936,500			706,429
Net Cash Provided by Financing Activities		1,067,500			1,592,612

Cash Flows from Investing Activities
Purchase of property and equipment		(177,944	)		(30,354	)
Purchase of long term asset		—			(335,772	)
Net Cash Used in Investing Activities		(177,944	)		(366,126	)

Net increase (decrease) in cash		11,729			(156,242	)
Cash at beginning of period		20,255			235,159
Cash at end of period	$	31,984		$	78,917

Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	$	—		$	—
Income taxes paid during the period	$	—		$	—

Supplemental Disclosure for Non-Cash Investing and Financing Activities:
Property and equipment acquired through accounts payable	$	398,845		$	—
Common stock cancellation per share exchange agreement	$	(360,000	)	$	(10,000	)
Series B preferred stock issuance per exchange agreement	$	360,000		$	—
Record right-to-use asset and lease liability per ASC 842	$	—		$	167,749
Convertible note issued in exchange for legal services, recorded at fair value	$	60,000		$	—
The accompanying notes are an integral part of these condensed unaudited financial statements.

HNO INTERNATIONAL, INC.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

JULY 31, 2025

NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING

Organization

HNO International, Inc. (the “Company”) was incorporated in the State of Nevada on May 2, 2005.

The Company specializes in the design, integration, and development of green hydrogen-based clean energy technologies. The Company is committed to providing scalable products that help businesses and communities decarbonize, reduce emissions, and cut operational costs. HNO stands for Hydrogen and Oxygen. The Company is at the forefront of developing innovative solutions, such as the Compact Hydrogen Refueling System (CHRS) and the Compact Hydrogen Production System (CHPS), which can be used to produce hydrogen for various applications including fuel cell electric vehicles, hydrogen internal combustion engines, heating and cooking applications. A CHPS is highly scalable, capable of producing 100-2,000 (or more) kilograms of hydrogen per day for commercial use in various applications. In addition, the Company develops energy systems that complement the zero-emissions EV infrastructure, reduce harmful emissions, and cut maintenance costs of commercial diesel fleets. By integrating components from leading industry partners, the Company aims to transition fossil fuels to cleaner alternatives and promote lower emissions.

NOTE 2 – FINANCIAL STATEMENT RESTATEMENT

In connection with the Company’s re-audit of its financial statements for the year ended October 31, 2023, the Company’s management, in consultation with its independent registered public accounting firm, identified corrections to the valuation of service stock issued during the year ended October 31, 2023, and the termination of the patent agreement entered into on January 24, 2023. The corrections made that impact the condensed financial statements for the quarter ended July 31, 2024, are summarized as follows:

Stock Price Valuation Adjustment: The valuation of the stock price was adjusted from $0.001 to $0.23 and there was an increase in stock-based compensation reflecting the revised valuation of stock.
Equity Adjustments: There was a corresponding increase in additional paid-in capital and an adjustment in the accumulated deficit to reflect the revised stock valuation and related stock-based compensation.
Termination of Patent Purchase Agreement: On March 13, 2025, the Company and Donald Owens mutually agreed to terminate the Patent Purchase Agreement as of January 24, 2023. As part of the termination, the patents were returned to Mr. Owens, and the 5,000,000 shares of Series A Preferred Stock were canceled. The $82,500 value previously reported in intangible assets and additional paid-in capital was reversed, resulting in a reduction in intangible assets. Additionally, the related amortization expense of $3,176 and the issuance of Series A Preferred Stock were removed from the financial statements.
Reclassification of Expenses: Expenses incurred during the fiscal year ended October 31, 2023, and paid subsequently, have been reclassified to accounts payable as of October 31, 2023. This adjustment ensures that financial obligations are accurately reported in the period in which they were incurred.
The restatement includes the initial recognition of right-of-use assets and corresponding lease liabilities on the balance sheet to properly reflect lease accounting in accordance with ASC 842.

These adjustments have been reflected in the restated financial statements for the quarter ended July 31, 2024.

Impact of the Restatement

The impact of the restatement on the financial statements for the affected period is presented below. In addition to the below, the related notes to the financial statements have also been adjusted as appropriate to reflect the impact of the restatement.

The impact of the restatement on the relevant line items within the previously reported Condensed Unaudited Statement of Operations for the three and nine months ended July 31, 2024, previously filed is as follows:

Schedule of statement of operations
Statement of Operations for the three months ended July 31, 2024	As Previously Reported			Adjustment			As Restated

Depreciation and amortization	$	49,964		$	(1,037	)	$	48,927
Total Operating Expenses	$	490,250		$	(1,037	)	$	489,213
Loss from Operations	$	(496,621	)	$	1,037		$	(495,584	)
Net Loss	$	(496,621	)	$	1,037		$	(495,584	)
PER SHARE AMOUNTS
Basic and diluted net loss per share	$	(0.00	)	$	—		$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		410,591,730			—			410,591,730


Statement of Operations for the nine months ended July 31, 2024	As Previously Reported			Adjustment			As Restated


Operating expenses
General and administrative expenses	$	1,440,197		$	(18,864	)	$	1,421,333
Depreciation and amortization	$	120,056		$	7,938		$	127,994
Total Operating Expenses	$	1,569,846		$	(10,926	)	$	1,558,920
Loss from Operations	$	(1,584,438	)	$	10,926		$	(1,573,512	)
Net Loss	$	(1,584,438	)	$	10,926		$	(1,573,512	)
PER SHARE AMOUNTS
Basic and diluted net loss per share	$	(0.00	)	$	—		$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		416,515,952			—			416,515,952

The impact of the restatement on the relevant line items within the previously reported Condensed Unaudited Statement of Changes in Stockholders’ Deficit for the three and nine months ended July 31, 2024, previously filed is as follows:


Changes in Statement of Stockholders' Deficit for the three months ended July 31, 2024	As Previously Reported			Adjustment			As Restated
Beginning Additional Paid-in Capital - Balance at April 30, 2024	$	41,291,591		$	390,275		$	41,681,866
Beginning Accumulated Deficit - Balance at April 30, 2024	$	(42,697,762	)	$	(476,270	)	$	(43,174,032	)
Beginning Total Stockholders' Deficit - Balance at April 30, 2024	$	(920,868	)	$	(90,995	)	$	(1,011,863	)
Series A preferred issued pursuant to patent agreement, shares		10,000,000			(5,000,000	)		5,000,000
Series A preferred issued pursuant to patent agreement, amount	$	10,000		$	(5,000	)	$	5,000
Net loss for the three months ended July 31, 2024	$	(496,621	)	$	1,037		$	(495,584	)
Ending Additional paid in capital - Balance at July 31, 2024	$	41,784,933		$	390,275		$	42,175,208
Ending Accumulated Deficit - Balance at July 31, 2024	$	(43,194,383	)	$	(475,233	)	$	(43,669,616	)
Ending Total Stockholders' Deficit - Balance at July 31, 2024	$	(984,711	)	$	(89,958	)	$	(1,074,669	)

Changes in Statement of Stockholders' Deficit for the nine months ended July 31, 2024	As Previously Reported			Adjustment			As Restated
Beginning Additional Paid-in Capital - Balance at October 31, 2023	$	41,079,902		$	390,275		$	41,470,177
Beginning Accumulated Deficit - Balance at October 31, 2023	$	(41,609,945	)	$	(486,159	)	$	(42,096,104	)
Beginning Total Stockholders' Deficit - Balance at October 31, 2023	$	(92,201	)		(100,884	)		(193,085	)
Series A preferred issued pursuant to patent agreement, shares		10,000,000			(5,000,000	)		5,000,000
Series A preferred issued pursuant to patent agreement, amount	$	10,000		$	(5,000	)	$	5,000
Net loss for the nine months ended July 31, 2024	$	1,584,438		$	(10,926	)	$	1,573,512
Ending Additional paid in capital - Balance at July 31, 2024	$	41,784,933		$	390,275		$	42,175,208
Ending Accumulated Deficit - Balance at July 31, 2024	$	(43,194,383	)	$	(475,233	)	$	(43,669,616	)
Ending Total Stockholders' Deficit - Balance at July 31, 2024	$	(984,711	)	$	(89,958	)	$	(1,074,669	)

The impact of the restatement relevant on the line items within the previously reported Condensed Unaudited Statement of Cash Flows for the nine months ended July 31, 2024, previously filed is as follows:

Schedule of statement of cash flows
Statement of Cash Flows for the nine months ended July 31, 2024	As Previously Reported			Adjustment			As Restated
Cash Flow from Operating Activities
Net loss	$	(1,584,438	)	$	10,926		$	(1,573,512	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	$	120,056		$	7,938		$	127,994
Changes in operating assets and liabilities:
Increase/(Decrease) in accounts payable	$	21,127		$	(21,560	)	$	(433	)
Operating lease ROU assets and lease liabilities, net	$	844		$	146		$	990
Net Cash Used in Operating Activities	$	(1,380,178	)	$	(2,550	)	$	(1,382,728	)


Cash Flows from Investing Activities
Purchase of property and equipment	$	(32,904	)	$	2,550		$	(30,354	)
Net Cash Used in Investing Activities	$	(368,676	)	$	2,550		$	(366,126	)

Net increase (decrease) in cash	$	(156,242	)	$	—		$	(156,242	)
Cash at beginning of period	$	235,159		$	—		$	235,159
Cash at end of period	$	78,917		$	—		$	78,917

Supplemental Disclosure for Non-Cash Investing and Financing Activities:
Record right-to-use asset and lease liability per ASC 842	$	(135,875	)	$	(31,874)		$	(167,749	)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the three and nine months ended July 31, 2025.

Out-of-Period Adjustment

During the nine months ended July 31, 2025, the Company recorded an out-of-period adjustment to write off the full gross amount of a previously capitalized intangible asset related to the prototype Compact Hydrogen Refueling Station (“CHRS”). The asset was originally recorded at $136,725 following the conversion of a SAFE investment into intellectual property. Upon further evaluation, management determined that the asset did not meet the criteria for capitalization.

Management evaluated the error, both qualitatively and quantitatively, and concluded that the adjustment was not material to any prior interim or annual period. The Company recorded an expense of $105,190, presented as “Loss on write-off of intangible asset” within other expenses for the nine months ended July 31, 2025. The remaining balance of the gross asset and related accumulated amortization were removed from the balance sheet as part of the adjustment. The previously recorded amortization from earlier periods was not reversed and remains reported in those respective periods.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The management makes its best estimate of the outcome for these items based on information available when the financial statements are prepared.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of July 31, 2025, and October 31, 2024, the Company did not hold any investments that qualify as cash equivalents. Therefore, the cash and cash equivalents line item in the balance sheet solely comprises cash.

The Company maintains its cash balances at financial institutions, which at times may exceed federally insured limits. While the Company monitors the credit quality of its banking institutions, cash balances in excess of Federal Deposit Insurance Corporation (FDIC) insurance limits expose the Company to a certain degree of credit risk in the event of the financial institutions' failure.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 requires that the cost of equity awards, issued in exchange for services, including those issued to employees and predominantly to consultants, be measured at the grant-date fair value. The Company does not adhere to a formal stock-based compensation plan; rather, it issues stock awards on a discretionary basis as part of compensation agreements with selected employees and consultants. Compensation for stock-based awards is recognized as a non-cash expense on the statement of operations. The fair value of restricted stock grants is determined using the closing market price on the grant date, adjusted for an appropriate discount to reflect the restrictions on transferability and marketability of the shares. The discount is calculated using a weighted average of comparable restricted stock transactions, which better reflects the economic impact of larger issuances and provides a more accurate representation of fair value under ASC 718. The expense associated with these awards is recorded based on the fair value on the date of grant, as determined using a pricing model commensurate with the terms of the award. This cost is recognized over the period during which the award recipient is required to perform services, typically known as the vesting period. The total compensation cost related to vested stock-based awards is recognized after adjusting for estimated forfeitures at the time of vesting. The expense related to stock-based compensation is included within the same income statement lines as cash compensation for the consultants and employees who receive the awards, currently included in general and administrative expenses on the statement of operations as the Company does not allocate compensation costs to Costs of Goods Sold. As of the report date, the Company has not established any plans to issue dividends on stock-based awards. Any tax benefits arising from deductions for these awards are recorded in additional paid-in capital, provided they exceed the cumulative compensation cost recognized.

Employee Benefits

During the three months ended July 31, 2025, the Company paid $743 in employer retirement contributions, representing 3% of semi-monthly payroll for one employee over three pay periods. These contributions are made in accordance with the terms of the Company’s state-mandated retirement plan for eligible employees and are recorded as employee benefits expense in the period incurred.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

The Company follows the provisions of ASC 740, Income Taxes, related to accounting for uncertainty in income taxes. ASC 740 prescribes a recognition threshold and measurement process for uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes the financial statement effects of a tax position when it is more likely than not that, based on technical merits, the position will be sustained upon examination by the relevant taxing authorities. The Company had no unrecognized tax benefits as of July 31, 2025 and October 31, 2024, and does not anticipate any significant changes in unrecognized tax benefits within the next 12 months.

Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

In certain arrangements where the Company facilitates the provision of goods or services provided by a third party, and does not take control of those goods or services, revenue is recognized on a net basis, limited to the margin or fee earned, consistent with the Company’s role as an agent under ASC 606-10-55-36 through 55-40.

During the nine months ended July 31, 2025, the Company recognized $43,708 in revenue related to the facilitation of delivery of hydrogen refueling equipment and related services. Based on its evaluation of the arrangement, the Company determined that it acted as an agent with respect to the facilitation of delivery of equipment, as it did not obtain control of the goods and the third-party vendor delivered directly to the customer. As a result, revenue was recognized on a net basis, excluding gross billings and associated third-party costs, in accordance with ASC 606.

Basic and Diluted Net Loss per Common Share

Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable as common stock equivalents. As the Company is currently presenting net losses the weighted-average number of common shares outstanding excludes potential common stock equivalents because their inclusion would be anti-dilutive.

Property and Equipment

Property and equipment are carried at cost and, less accumulated depreciation. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in the statement of operations in the year of disposal. The Company examines the possibility of decreases in the value of property and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

The Company’s property and equipment consists of specialized hydrogen equipment, related processing systems, and vehicles. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Small equipment is depreciated over 3 years, vehicles are depreciated over 4 years, and large equipment is depreciated over 7 years.

Schedule of estimated useful lives
		Useful life
Small equipment		3 Years
Large equipment		7 Years
Vehicles		4 Years

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions.

Leases

The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). At contract inception, the Company determines if an arrangement is or contains a lease. Where the Company is the lessee, for each lease with a term greater than twelve months, the Company records a right-of-use asset and lease liability. A right-of-use asset represents the economic benefit conveyed to the Company by the right to use the underlying asset over the lease term. A lease liability represents the obligation to make lease payments arising from the use of the asset over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. Leases with an initial expected term of 12 months or less are not recorded in the Balance Sheet and the related lease expense is recognized on a straight-line basis over the lease term.

Fair value of financial instruments

The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments.

The Company’s convertible promissory note issued on April 7, 2025, is classified as a liability and measured at fair value on a recurring basis in accordance with ASC 480, Distinguishing Liabilities from Equity, as the instrument requires settlement in a variable number of shares for a fixed monetary amount. The fair value of the convertible note was determined based on the conversion terms and observable market price of the Company’s common stock.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Assets and liabilities measured at fair value on a recurring basis as of July 31, 2025 were as follows:


	Total		(Level 1)		(Level 2)		(Level 3)
Liabilities
Convertible note payable		60,000		—		—		60,000
Total liabilities	$	60,000	$	—	$	—	$	60,000

The fair value of the convertible note increased by $15 during the three months ended July 31, 2025. This change was recognized as a loss on fair value of convertible note in the condensed statements of operations.

NOTE 4 – GOING CONCERN

On July 31, 2025, we had an accumulated deficit of $51,864,163. We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. We will be required to raise additional funds through public or private financing, additional collaborative relationships, or other arrangements until we are able to raise revenues to a point of positive cash flow. We are evaluating various options to further reduce our cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support operations.

Based on the above factors, substantial doubt exists about our ability to continue as a going concern within one year after the date that the financial statements are issued.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Schedule of property and equipment
	July 31, 2025			October 31, 2024
Vehicles	$	60,702		$	60,702
Small equipment		32,943			32,943
Large equipment		1,669,954			1,093,166
Property and Equipment, Gross	$	1,763,599		$	1,186,811
Less: Accumulated depreciation		(363,806	)		(191,913	)
Property and Equipment, Net	$	1,399,793		$	994,898

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

NOTE 6 – LEASES

Operating leases

The Company has an operating lease agreement for office space in Murrieta, California, expiring on November 30, 2026.

On November 18, 2020, the Company entered into a lease commencing on December 1, 2020, and ending on November 30, 2023, for the office spaces located at 41558 Eastman Drive, Suites B and C, Murrieta, California 92562. The monthly rent was $4,183. Both suites are approximately 2,088 square feet of space. The Company’s principal executive office is located at 41558 Eastman Drive, Suite B, Murrieta, California 92562. Suite C is utilized for testing and research equipment.

On November 14, 2023, the lease for Suite B was extended for 36 months to November 30, 2026. The monthly rental amount for Suite B was $2,501 for the period from December 1, 2023, to November 30, 2024, with an increase to $2,573 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,647 for the period from December 1, 2025, to November 30, 2026.

On January 4, 2024, the lease for Suite C was extended for 34 months to November 30, 2026. The monthly rental amount for Suite C is $2,434 for the period from February 1, 2024, to November 30, 2024, with an increase to $2,506 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,555 for the period from December 1, 2025, to November 30, 2026.

The Company determined the above office space leases and related extensions are classified as operating leases under ASC 842. Therefore, the Company recognized operating lease liabilities with corresponding Right-Of-Use ("ROU") assets based on the present value of the minimum rental payments of such leases.

As the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. As of July 31, 2025, the ROU asset was $79,141 and operating lease liabilities were $80,668. The operating lease liabilities consist of a current portion of $59,966 and a non-current portion of $20,702. The weighted average remaining lease term was 1.33 years and the weighted average discount rate was 4.14%.

Remaining lease term as of July 31, 2025:

Schedule of remaining lease term
Year	Operating Lease Payment
2025	$	15,227
2026 and above		65,986
Total Payments	$	81,213

NOTE 7 – COMMON STOCK

Stock Issued

During the quarter ended January 31, 2024, the Company issued 74,500 shares of common stock for $74,500 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023. The Company also issued 17,001 Regulation A shares previously classified as common stock payable and sold 51,000 Regulation A shares, classified as $51,000 common stock payable.

During the quarter ended April 30, 2024, the Company issued 69,400 shares of common stock for $69,400 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023. The Company also issued 51,000 Regulation A shares previously classified as common stock payable and sold 64,250 Regulation A shares, classified as $64,250 common stock payable.

During the quarter ended January 31, 2025, the Company entered into a Stock Subscription Agreement with accredited investors (under Rule 506 (b) of Regulation D under the Securities Act of 1933, as amended). Whereby the Company privately sold a total of 29,293 shares of its common stock for an aggregate cash purchase price of $15,000. The proceeds from the sale of common stock will be used for operating capital. The shares were issued as ‘restricted securities’ under Rule 144 of the Securities Act.

During the quarter ended January 31, 2025, the Company's Board of Directors granted approval for the issuance of 16,125,000 shares of our common stock valued at $5,092,557, in exchange for services rendered to the Company. These shares were considered "restricted securities" under Rule 144 and were issued under the exemption provided by Section 4(a)(2) of the Securities Act. The issuance of these shares resulted in the recognition of stock-based compensation expense in the accompanying statement of operations.

During the quarter ended April 30, 2025, the Company entered into Stock Subscription Agreements with accredited investors (under Rule 506(b) of Regulation D under the Securities Act of 1933, as amended). Whereby the Company privately sold a total of 4,558,333 shares of its common stock, for a cash purchase price of $527,500. The proceeds from the sale of common stock will be used for operating capital.

During the quarter ended July 31, 2025, the Company entered into Stock Subscription Agreements with accredited investors (under Rule 506(b) of Regulation D under the Securities Act of 1933, as amended). Whereby the Company privately sold a total of 13,190,000 shares of its common stock, for a cash purchase price of $394,000. The proceeds from the sale of common stock will be used for operating capital.

During the quarter ended July 31, 2025, the Company's Board of Directors granted approval for the issuance of 2,580,000 shares of our common stock valued at $241,380, in exchange for services rendered to the Company. These shares were considered "restricted securities" under Rule 144 and were issued under the exemption provided by Section 4(a)(2) of the Securities Act. The issuance of these shares resulted in the recognition of stock-based compensation expense in the accompanying statement of operations.

Stock Receivable

As of July 31, 2025 and October 31, 2024, the Company issued 13,750 shares of common stock under Regulation A offering to various shareholders that have not yet paid for shares; therefore, $13,750 has been classified as common stock receivable.

Stock Payable

As of July 31, 2025, the Company sold 15,250 shares of common stock under its Regulation A offering to various shareholders that have not yet been issued by the transfer agent; therefore, $15,250 has been classified as common stock payable.

NOTE 8 – PREFERRED STOCK

Series A Preferred Stock

On January 24, 2023, the Company issued 5,000,000 shares of its Series A Preferred Stock to Donald Owens, the Company’s Chief Executive Officer (CEO) and Chairman, valued at $82,500 for patents. On March 13, 2025, the Company and Mr. Owens mutually agreed to terminate the Patent Purchase Agreement as of January 24, 2023. As part of the termination, the 5,000,000 shares of Series A Preferred Stock were canceled (see Note 11).

Series B Preferred Stock

On January 2, 2025, the Company entered into a Share Exchange Agreement with the CEO. Pursuant to the agreement, the CEO exchanged 245,000,000 shares of the Company’s common stock for 245,000 shares of Series B Preferred Stock. On January 9, 2025, 245,000,000 shares of common stock held by Donald Owens were cancelled, and 245,000 shares of Series B Preferred Stock were issued to Donald Owens.

On January 2, 2025, the Company entered into a Share Exchange Agreement with HNO Green Fuels, Inc. (“HNO Green Fuels), a related party. Pursuant to the agreement, HNO Green Fuels exchanged 115,000,000 shares of the Company’s common stock for 115,000 shares of Series B Preferred Stock. On January 9, 2025, 115,000,000 shares of common stock held by HNO Green Fuels, Inc. were cancelled, and 115,000 shares of Series B Preferred Stock were issued to HNO Green Fuels, Inc.

NOTE 9 – RELATED PARTY TRANSACTIONS

Notes Payable, Related Party

On December 1, 2021, the Company issued a note payable in the amount of $500,000 to HNO Green Fuels, Inc. (HNO Green Fuels) of which the CEO of the Company is also the Chief Executive Officer of HNO Green Fuels. This note bears an interest rate of 2% per annum and had an original maturity date of January 1, 2023. During the year ended October 31, 2023, $65,000 of principal was repaid. On January 17, 2024, the Company entered into an extension to the promissory note, extending the maturity date to December 31, 2024, and waiving all prior defaults. On December 19, 2024, the Company executed another extension, further extending the maturity date to December 31, 2025, and waiving all prior defaults. At July 31, 2025, there is $435,000 of principal and $6,507 of accrued interest due on this note.

On May 31, 2022, the Company issued a note payable in the amount of $590,000 to HNO Green Fuels. This note bears an interest rate of 2% per annum and has a maturity date of May 31, 2030. At July 31, 2025, there is $590,000 of principal and $37,404 of accrued interest due on this note.

On September 29, 2022, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels. This note bears an interest rate of 2% per annum and had an original maturity date of October 31, 2023. On January 17, 2024, the Company entered into an extension to the promissory note, extending the maturity date to December 31, 2024, and waiving all prior defaults. On December 19, 2024, the Company executed another extension, further extending the maturity date to December 31, 2025, and waiving all prior defaults. At July 31, 2025, there is $50,000 of principal and $748 of accrued interest due on this note.

On October 20, 2022, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels. This note bears an interest rate of 2% per annum and had an original maturity date of November 20, 2023. On January 17, 2024, the Company entered into an extension to the promissory note, extending the maturity date to December 31, 2024, and waiving all prior defaults. On December 19, 2024, the Company executed another extension, further extending the maturity date to December 31, 2025, and waiving all prior defaults. At July 31, 2025, there is $50,000 of principal and $748 of accrued interest due on this note.

On March 1, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels. This note bears an interest rate of 2% per annum and had an original maturity date of March 1, 2024. On March 1, 2024, the Company entered into an extension to the promissory note, extending the maturity date to December 31, 2024, and waiving all prior defaults. On December 19, 2024, the Company executed another extension, further extending the maturity date to December 31, 2025, and waiving all prior defaults. At July 31, 2025, there is $50,000 of principal and $748 of accrued interest due on this note.

On March 8, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels. This note bears an interest rate of 2% per annum and had an original maturity date of March 8, 2024. On March 1, 2024, the Company entered into an extension to the promissory note, extending the maturity date to December 31, 2024, and waiving all prior defaults. On December 19, 2024, the Company executed another extension, further extending the maturity date to December 31, 2025, and waiving all prior defaults. At July 31, 2025, there is $50,000 of principal and $748 of accrued interest due on this note.

On March 23, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels. This note bears an interest rate of 2% per annum and had an original maturity date of March 23, 2024. On March 1, 2024, the Company entered into an extension to the promissory note, extending the maturity date to December 31, 2024, and waiving all prior defaults. On December 19, 2024, the Company executed another extension, further extending the maturity date to December 31, 2025, and waiving all prior defaults. At July 31, 2025, there is $50,000 of principal and $748 of accrued interest due on this note.

On April 3, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels. This note bears an interest rate of 2% per annum and had an original maturity date of April 3, 2024. On March 1, 2024, the Company entered into an extension to the promissory note, extending the maturity date to December 31, 2024, and waiving all prior defaults. On December 19, 2024, the Company executed another extension, further extending the maturity date to December 31, 2025, and waiving all prior defaults. At July 31, 2025, there is $50,000 of principal and $748 of accrued interest due on this note.

On April 13, 2023, the Company issued a note payable in the amount of $20,000 to HNO Green Fuels. This note bears an interest rate of 2% per annum and had an original maturity date of April 13, 2024. On March 1, 2024, the Company entered into an extension to the promissory note, extending the maturity date to December 31, 2024, and waiving all prior defaults. On December 19, 2024, the Company executed another extension, further extending the maturity date to December 31, 2025, and waiving all prior defaults. At July 31, 2025, there is $20,000 of principal and $299 of accrued interest due on this note.

On April 17, 2023, the Company issued a note payable in the amount of $30,000 to HNO Green Fuels. This note bears an interest rate of 2% per annum and had an original maturity date of April 17, 2024. On March 1, 2024, the Company entered into an extension to the promissory note, extending the maturity date to December 31, 2024, and waiving all prior defaults. On December 19, 2024, the Company executed another extension, further extending the maturity date to December 31, 2025, and waiving all prior defaults. At July 31, 2025, there is $30,000 of principal and $588 of accrued interest due on this note.

As of July 31, 2025 and October 31, 2024, these current and long-term notes payable had an aggregate outstanding balance of $1,375,000.

As of July 31, 2025 and October 31, 2024, the Company has recorded $49,286 and $28,718, respectively in accrued interest in connection with these notes in the accompanying condensed unaudited financial statements.

Advances from Related Party

During the year ended October 31, 2024, the Company’s CEO, advanced $950,585 to the Company to cover operating expenses.

During the year ended October 31, 2024, HNO Green Fuels advanced $10,000 to the Company to cover operating expenses.

During the nine months ended July 31, 2025, the Company repaid $52,000 to Donald Owens as partial repayment of previously advanced funds.

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

These advances are non-interest bearing and due on demand.

As of July 31, 2025 and October 31, 2024, related party advances had an outstanding balance of $1,091,585 and $960,585, respectively.

NOTE 10 – CONVERTIBLE PROMISSORY NOTE

On April 7, 2025, the Company entered into a Legal Services Agreement with Newlan Law Firm, PLLC, pursuant to which the Company issued a $45,000 principal amount convertible promissory note in payment of legal services. This convertible promissory note is convertible any time beginning 180 days from its issue date, bears interest at 8% per annum and is due in April 2026. The conversion price under this convertible promissory note is equal to 75% of the closing price of the Company’s common stock on the trading day immediately preceding the date of conversion. The convertible note is classified as a liability and measured at fair value in accordance with ASC 480, with changes in fair value recognized in the condensed statements of operations.

On the issuance date, April 7, 2025, the Company determined the fair value of the note to be $59,985 and recorded the full amount as a liability. The excess of $14,985 over the $45,000 principal amount was recognized as a loss on fair value of convertible note in the condensed statements of operations for the quarter ended April 30, 2025.

As of July 31, 2025, the fair value of the note was remeasured using the closing share price on that date. The resulting increase in fair value of $15 was recognized as a loss on fair value of convertible note in the condensed statements of operations for the three months ended July 31, 2025.

As of July 31, 2025, the Company would have accrued $1,134 in interest based on the 8% per annum rate applied to the $45,000 principal balance. This amount was not required to be recorded separately due to the fair value measurement of the convertible promissory note.

Following is the maturity schedule for the Company’s convertible notes payable as of July 31, 2025:


Fiscal year ended October 31,		Amount Due
2025	$	—
2026	$	45,000

NOTE 11 – TERMINATION OF PATENT AGREEMENT

Patent Purchase Agreement

On January 24, 2023, the Company entered into a Patent Purchase Agreement with the Company’s CEO, to acquire several patents related to hydrogen supplemental systems for on-demand hydrogen generation for internal combustion engines and a method and apparatus for increasing combustion efficiency and reducing particulate matter emissions in jet engines. In exchange for these patents, the Company issued 5,000,000 shares of its Series A Preferred Stock to Mr. Owens, valued at $82,500.

Termination of Patent Purchase Agreement

On March 13, 2025, the Company and Donald Owens mutually agreed to terminate the Patent Purchase Agreement as of January 24, 2023. As part of the termination, the patents were returned to Mr. Owens, and the 5,000,000 shares of Series A Preferred Stock were canceled. See Note 2 – Correction of Previously Issued Financial Statements. A copy of the Termination Agreement was attached to the Company’s Annual Report on Form 10-K as Exhibit 10.27.

NOTE 12 – SUBSEQUENT EVENTS

Subsequent events have been evaluated through September 12, 2025, which represents the date the financial statements were issued, and no events, other than discussed below have occurred through that date that would impact the financial statements.

Common Stock Issued

The Company entered into a Stock Subscription Agreement with an accredited investors (under Rule 506(b) of Regulation D under the Securities Act of 1933, as amended), whereby the Company privately sold a total of 1,625,000 shares of its common stock, $0.001 par value per share (“common stock”), for a cash purchase price of $50,000. The Company issued 1,000,000 shares on August 13, 2025 and 625,000 on September 5, 2025 as "restricted securities" under Rule 144 of the Securities Act. The Company intends to use the proceeds for general working capital purposes.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

HNO International, Inc. focuses on systems engineering design, integration, and product development to generate green hydrogen-based clean energy solutions to help businesses and communities decarbonize in the near term.

HNO stands for Hydrogen and Oxygen and our experienced management team has over 14 years of expertise in the green hydrogen production industry.

HNO International provides green hydrogen systems engineering design, integration, and products to multiple markets, which include:

(i) the zero-emission vehicle and mobile equipment market consisting of hydrogen fuel cell electric passenger vehicles, material handling equipment such as forklifts and airport ground support equipment, as well as the medium and heavy-duty truck market;

(ii) the current and emerging hydrogen gas markets encompassing ammonia, fertilizer, steel, mining, electronics, semiconductors, and fuel cell electric vehicles;

(iii) and the gasoline and diesel engine emissions and maintenance reduction product and services market;

(iv) decentralized clean power generation through the newly launched EcoFlare Power division, which captures and converts flared natural gas into electricity and hydrogen for data centers, Bitcoin mining, and industrial use; and

(v) distributed hydrogen infrastructure through the newly introduced HyGrid™ intelligent microgrid system, a solar-hydrogen hybrid platform enabling off-grid hydrogen production, storage, and refueling.

Results of Operations

For the three months ended July 31, 2025 and 2024

Revenue

For the three months ended July 31, 2025 and 2024, the Company recognized revenue of $0 and $4,241, respectively. Revenue in the prior year was generated from hydrogen engineering services and combustion solutions.

Cost of Goods Sold

For the three months ended July 31, 2025 and 2024, total cost of sales was $0 and $3,688, respectively. The cost of goods sold in prior year consisted of expenses related to contract labor associated with revenue generation.

Gross Profit

For the three months ended July 31, 2025 and 2024, gross profit was $0 and $553, respectively. The decrease from the prior year reflects the absence of revenue-generating activities in the current quarter.

Operating Expenses

General and administrative expenses were $421,940 for the three months ended July 31, 2025, compared to $430,693 during the same period in 2024, a decrease of $8,751. The current period included $241,380 of stock-based compensation expense. No stock-based compensation was recorded during the same period in 2024. Excluding stock-based compensation, general and administrative expenses decreased by $250,133, primarily due to reduced professional fees, lower consultant costs, and a general reduction in administrative overhead.

Depreciation and amortization expense increased by $17,815, totaling $66,742 for the three months ended July 31, 2025, compared to $48,927 for the three months ended July 31, 2024, due to depreciation associated with additional property and equipment acquired during recent prior periods.

Advertising and marketing expenses were $2,610 for the three months ended July 31, 2025, compared to $9,593 for the same period in 2024. The decrease was due to reduced outreach activities compared to the prior year, which had higher spending to support the Company’s hydrogen engineering and combustion solutions.

Other Income (Expenses)

Other expenses decreased from $6,924 for the three months ended July 31, 2024 to $6,718 for the period ended July 31, 2025.

Net Loss

Net loss for the three months ended July 31, 2025, was $498,010 compared to a net loss of $495,584 during the same period in 2024.

For the nine months ended July 31, 2025 and 2024

Revenue

For the nine months ended July 31, 2025 and 2024, the Company recognized revenue of $43,708 and $4,241, respectively. Revenue in the current period was generated from the facilitation of delivery of hydrogen equipment and related integration support. The Company concluded that it acted as an agent with respect to the equipment component of the arrangement, as it did not take control of the goods and the third-party supplier shipped directly to the customer. As a result, revenue was recognized on a net basis, limited to the Company’s retained margin. Revenue in the prior year was generated from hydrogen engineering services and combustion solutions.

Cost of Goods Sold

Cost of Goods Sold consists of direct expenses related to hydrogen engineering services and combustion solution projects, including materials, subcontracted labor, and other project-specific implementation costs. For the nine months ended July 31, 2025 and 2024, total cost of sales was $0 and $3,688, respectively. The Company acted as an agent in facilitating delivery of certain hydrogen refueling equipment during the 2025 period and did not generate separate cost of sales. The prior year’s cost of goods sold related to contract labor expenses associated with revenue-generating activities.

Gross Profit

For the nine months ended July 31, 2025 and 2024, gross profit was $43,708 and $553, respectively. The increase reflects revenue generated from the facilitation of delivery of hydrogen equipment and integration support services. As the Company was acting as an agent with respect to the equipment delivered by a third-party vendor, no cost of goods sold was recognized, and gross profit equaled the margin retained.

Operating Expenses

General and administrative expenses were $6,130,926 for the nine months ended July 31, 2025, compared to $1,421,333 during the same period in 2024, a decrease of $4,709,593. The current period included $5,333,937 of stock-based compensation expense. No stock-based compensation was recorded during the same period in 2024. Excluding stock-based compensation, general and administrative expenses decreased by $358,842, primarily due to reduced professional fees, lower consultant costs, and a general reduction in administrative overhead.

Depreciation and amortization expense increased by $50,736 to $178,730 for the nine months ended July 31, 2025, compared to $127,994 for the same period in 2024, reflecting depreciation on additions to property and equipment.

Advertising and marketing expenses were $22,770 for the nine months ended July 31, 2025, compared to $9,593 for the same period in 2024. The increase reflects the Company’s expanded outreach and promotional activities supporting its hydrogen engineering and combustion solutions offerings.

Other Income (Expenses)

Other expenses increased from $15,145 for the nine months ended July 31, 2024 to $140,751 for the period ended July 31, 2025, the increase primarily related to $15,000 loss on fair value of convertible note related to the issuance of a convertible note in exchange for legal services and $105,190 loss on the write-off of intangible asset as a result of an out-of-period adjustment due to the incorrect capitalization of costs associated with developed intellectual property.

Net Loss

Net loss for the nine months ended July 31, 2025, was $6,429,469 compared to a net loss of $1,573,512 during the same period in 2024.

Forward-Looking Considerations

The Company recognizes the possibility of future increases in labor or material costs. Factors such as evolving market conditions, potential inflation, and global economic dynamics are considered. We are actively monitoring these aspects to anticipate and navigate any forthcoming rises in labor or material expenses.

Cost-to-Revenue - The Company is assessing alterations in the relationship between cost of sales and revenue. We are examining the factors influencing these changes, including shifts in prices and fluctuations in the volume of services sold. Understanding the impact of these elements is crucial for maintaining a balanced and effective cost-to-revenue structure.

Liquidity and Capital Resources

We incurred a net loss for the three months ended July 31, 2025 of $498,010 and had an accumulated deficit of $51,864,163 at July 31, 2025. At July 31, 2025, we had a cash balance of $31,984, compared to a cash balance of $20,255 at October 31, 2024. At July 31, 2025, the working capital deficit was $2,424,655, compared to a working capital deficit of $1,969,965 at October 31, 2024. Our existing and available capital resources are not expected to be sufficient to satisfy our funding requirements through one year from the date of this filing in the absence of share issuances or other sources of financing.

We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. We have raised capital through sales of common stock and debt securities.

The effect of existing or probable government regulations on our business is not known at this time. Due to the nature of our business, it is anticipated that there may be increasing government regulation that may cause us to have to take serious corrective actions or make changes to the business plan.

There are no external sources of liquidity available to the Company at this time. The Company will need to raise additional capital through equity financings or other means in order to continue operations and meet its obligations. Failure to obtain additional funding could have a material adverse effect on our financial condition and the results of operations.

Cash Flow

For the Nine months Ended July 31, 2025 and 2024

The following table summarizes our cash flows for the periods indicated below:

	For the Nine months Ended July 31, 2025			For the Nine months Ended July 31, 2024
Cash Used in Operating Activities	$	(877,827	)	$	(1,382,728	)
Cash Provided by Financing Activities		1,067,500			1,592,612
Net cash used in investing activities	$	(177,944	)	$	(366,126	)

Cash Used in Operating Activities

During the nine months ended July 31, 2025, cash used in operating activities amounted to $(877,827), primarily reflecting our net loss of $(6,429,469). This impact was largely offset by non-cash items, primarily $5,333,937 in stock-based compensation, along with depreciation and amortization of $178,730, a $105,190 loss on write-off of an intangible asset, and $60,000 related to a convertible note issued for legal services, including $45,000 recognized as legal expense and a $15,000 fair value adjustment. Changes in working capital included a decrease in accounts payable of $(129,137) and a decrease in accrued payroll of $(17,762), partially offset by a $20,569 increase in accrued interest payable.

During the nine months ended July 31, 2024, cash used in operating activities totaled $(1,382,728), primarily reflecting our net loss of $(1,573,512). This was offset by non-cash charges such as depreciation and amortization amounting to $127,994. Additionally, there was a decrease in due from related party of $56,392 and an increase in accrued interest payable of $20,643 and a decrease in payroll taxes of $14,802, contributing to the overall cash movements during the period.

Cash provided by Financing Activities

During the nine months ended July 31, 2025, cash provided by financing activities was $1,067,500, which consisted of net proceeds from related party advances of $131,000 and proceeds from the sale of common stock of $936,500.

During the nine months ended July 31, 2024, cash provided by financing activities was $1,592,612, which consisted of proceeds from related party advances of $800,585, $706,429 from the sale of common stock, $14,501 in proceeds from common stock subscription payable, and a $100,000 refund of a security deposit.

Cash Used in Investing Activities

During the nine months ended July 31, 2025, cash used in investing activities was $(177,944), which consisted of the purchase of property.

During the nine months ended July 31, 2024, cash used in investing activities was $(366,126), which consisted of the purchase of property and equipment and purchase long-term assets.

Going Concern

The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the nine months ended July 31, 2025, the Company incurred a net loss of $6,429,469 and used cash in operating activities of $877,827, and on July 31, 2025, had stockholders’ deficit of $1,556,423. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and the classification of liabilities that might result from this uncertainty.

Management is actively seeking additional sources of capital through the sale of equity, advances from related parties, and exploring strategic partnerships. The Company is also focused on attracting suitable investors to support its business plan without relying heavily on existing cash reserves. Additionally, management is implementing cost-saving measures and exploring opportunities to diversify through acquisitions or entering into new markets. However, there can be no assurance that these efforts will result in sufficient funding, and the Company may continue to face substantial uncertainty regarding its ability to achieve profitable operations and sustain its business.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements with any party.

Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Stock Based-Compensation

The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 requires that the cost of equity instrument awards, issued in exchange for services, including those issued to employees and predominantly to consultants, be measured at the grant-date fair value. The Company does not adhere to a formal stock-based compensation plan; rather, it issues stock awards on a discretionary basis as part of compensation agreements with selected employees and consultants. Compensation for stock-based awards is recognized as a non-cash expense on the statement of operations. The fair value of restricted stock grants is determined using the closing market price on the grant date, adjusted for an appropriate discount to reflect the restrictions on transferability and marketability of the shares. The discount is calculated using a weighted average of comparable restricted stock transactions, which better reflects the economic impact of larger issuances and provides a more accurate representation of fair value under ASC 718. The expense associated with these awards is recorded based on the fair value on the date of grant, as determined using a pricing model commensurate with the terms of the award. This cost is recognized over the period during which the award recipient is required to perform services, typically known as the vesting period. The total compensation cost related to vested stock-based awards is recognized after adjusting for estimated forfeitures at the time of vesting. The expense related to stock-based compensation is included within the same income statement lines as cash compensation for the consultants and employees who receive the awards, currently included in general and administrative expenses on the statement of operations as the Company does not allocate compensation costs to Costs of Goods Sold. As of the report date, the Company has not established any plans to issue dividends on stock-based awards. Any tax benefits arising from deductions for these awards are recorded in additional paid-in capital, provided they exceed the cumulative compensation cost recognized.

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

Employee Benefits

During the quarter ended July 31, 2025, the Company paid $743 in employer retirement contributions, representing 3% of semi-monthly payroll for one employee over three pay periods. These contributions are made in accordance with the terms of the Company’s state-mandated retirement plan for eligible employees and are recorded as employee benefits expense in the period incurred.

Fair Value Measurement of Convertible Instruments

The Company evaluates convertible financial instruments in accordance with ASC 480 to determine whether an instrument should be equity classified, or liability classified. The Company issued a $45,000 convertible note in connection with a legal service agreement during the period that allows for a fixed dollar amount to be settled in a variable number of shares which requires liability classification and was measured at fair value on initial recognition.

On the issuance date, the Company determined the fair value of the note to be $59,985 and recorded the full amount as a liability. The excess of $14,985 over the $45,000 principal amount was recognized as a loss on fair value of the convertible note in the condensed statements of operations.

Fair value is determined in accordance with ASC 820 using available market inputs. Instruments classified as liabilities and measured at fair value are evaluated on a recurring basis, with changes in fair value recognized in the statements of operations. For the three months ended July 31, 2025, the Company recorded an additional $15 loss in connection with the change in fair value of the convertible note.

Revenue Recognition

Proposed Transactions

The Company is not anticipating any transactions.

Changes in Accounting Policies Including Initial Adoption

There were no recent accounting pronouncements that have or will have a material effect on the Company’s financial position or results of operations.

Financial Instruments

The main risks associated with the Company’s financial instruments include credit risk, market risk, and liquidity risk. The Company does not have significant exposure to foreign exchange risk, as all of it operations and transactions are denominated in U.S dollars.

Outstanding Share Data

As of July 31, 2025, the following securities were outstanding:

Common Stock: 95,920,491 shares

Series A Preferred Stock: 5,000,000 shares

Series B Preferred Stock: 360,000 shares

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending October 31, 2025, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting during the quarter ended July 31, 2025 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table includes all unregistered sales of securities made by the Company during the quarter ended July 31, 2025:

Date	Name	Consideration	Securities	Exemption from Registration
5/13/2025	Johnny Smith	Cash	400,000	Rule 506 (b) of Regulation D
5/13/2025	Samuel Austin Cutler	Cash	100,000	Rule 506 (b) of Regulation D
5/23/2025	Ubong E. Ituen	Cash	1,000,000	Rule 506 (b) of Regulation D
5/30/2025	Theodore O. Spaulding III	Cash	400,000	Rule 506 (b) of Regulation D
6/2/2025	Samuel Austin Cutler	Cash	300,000	Rule 506 (b) of Regulation D
6/5/2025	Eno Ituen	Cash	1,000,000	Rule 506 (b) of Regulation D
6/18/2025	Vindicated Phoenix Corp.	Cash	400,000	Rule 506 (b) of Regulation D
6/18/2025	Samuel Austin Cutler	Cash	100,000	Rule 506 (b) of Regulation D
6/18/2025	Jyi Chao Li	Cash	340,000	Rule 506 (b) of Regulation D
6/18/2025	Deborah D. Phillips	Cash	1,200,000	Rule 506 (b) of Regulation D
7/7/2025	Eno Ituen	Cash	1,000,000	Rule 506 (b) of Regulation D
7/3/2025	Ubong E. Ituen	Cash	1,000,000	Rule 506 (b) of Regulation D
6/30/2025	Vindicated Phoenix Corporation	Cash	1,000,000	Rule 506 (b) of Regulation D
7/23/2025	Vindicated Phoenix Corporation	Cash	100,000	Rule 506 (b) of Regulation D
7/30/2025	Stephen Z Morrell	Cash	4,800,000	Rule 506 (b) of Regulation D
7/10/2025	Samuel Austin Cutler	Cash	50,000	Rule 506 (b) of Regulation D

No commissions were paid in connection with the sales of securities above. Proceeds from the sale of common stock were applied toward operating capital to support the Company's operations.

ITEM 5. OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

None of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(c) of Regulation S-K) during the three months ended July 31, 2025.

ITEM 6. EXHIBITS

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1*	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2*	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document XBRL Instance Document	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Definition	X
104	Cover page formatted as Inline XBRL and contained in Exhibit 101

* Furnished, not filed.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HNO INTERNATIONAL INC.


September 19, 2025	By: /s/ Donald Owens Donald Owens, Chief Executive Officer (Principal Executive Officer)

	By: /s/ Hossein Haririnia Hossein Haririnia, Treasurer (Principal Financial and Accounting Officer)

HNO International, Inc. 10-Q