UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2024

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

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.)

	4115 Eastman Drive, Suite B Murrieta, California		92562
	(Address of principal executive offices)		(Zip Code)

(951) 305-8872

(Registrant's telephone number, including area code)

(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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Approximately $14,545,079 on April 30, 2024.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 20, 2025, the registrant had 79,725,491 outstanding shares of Common Stock.

Documents incorporated by reference: None.

Explanatory Note

This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended October 31, 2024 (the "Form 10-K/A") is being filed by HNO International, Inc. (the "Company") in response to comments received from the Staff of the Division of Corporation Finance, Office of Energy & Transportation of the U.S. Securities and Exchange Commission ("SEC") as set forth in the Staff’s comment letter dated May 29, 2025.

This Amendment No. 1 includes revisions to the following items in the original Form 10-K to address the Staff’s comments:

Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations, to expand the discussion of operating expenses, liquidity, capital resources, and capital commitments.
Item 8 – Financial Statements and Supplementary Data, to revise the presentation of stock-based compensation, segment reporting disclosures, and to reflect changes to the Report of Independent Registered Public Accounting Firm.

Except as described above, no other changes have been made to the Form 10-K as originally filed on March 20, 2025. This Amendment does not reflect events occurring after the date of the original filing and does not modify or update any other disclosures made in the original Form 10-K.

TABLE OF CONTENTS

PART I		Page
Item 1.	Business	5
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	20
Item 3.	Legal Proceedings	20
Item 4.	Mine Safety Disclosures	20
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	[Reserved]	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 8.	Financial Statements and Supplementary Data	27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	28
Item 9A.	Controls and Procedures	28
Item 9B.	Other Information	28
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	29
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	29
Item 11.	Executive Compensation	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
Item 13.	Certain Relationships and Related Transactions and Director Independence	33
Item 14.	Principal Accountant Fees and Services	35
PART IV
Item 15.	Exhibits, Financial Statement Schedules	36
Item 16.	Form 10-K Summary	38
	Signatures	39

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-K 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 this Form 10-K 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 Form 10-K.

PART I

ITEM 1. BUSINESS

Company Overview

HNO International, Inc., a Nevada corporation (herein referred to as “we,” “us,” “our,” “HNO” and the “Company”), 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 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.

HNO is at the forefront of developing innovative integrated products that cater to various uses of green hydrogen, both current and future. These include:

Hydrogen refueling and generation systems for Fuel Cell Electric vehicles, such as forklifts, drones, cars, and trucks, as well as for zero-emission heating and cooking applications.

Small to mid-scale green hydrogen production facilities with a capacity of 100kg/day to 5,000kg/day. These facilities can help decarbonize industrial processes and increase the use of hydrogen and hydrogen-based fuels for transportation and material handling.

Hydrogen technologies that decrease emissions and maintenance for existing gasoline and diesel internal combustion engines. This can aid companies in decarbonizing their operations in the short term.

On May 16, 2023, the Company began accepting subscription agreements from investors as part of an offering under Regulation A. This offering concluded automatically on May 5, 2024. During this period, the Company issued 2,459,961 shares of common stock under the Regulation A offering.

Organization

HNO International, Inc. was incorporated in the State of Nevada on May 2, 2005 under the name “American Bonanza Resources Limited.” On March 19, 2009, we changed our name to “Clenergen Corporation.” On August 4, 2009, we acquired Clenergen Corporation Limited (UK), a United Kingdom corporation (“Limited”), and succeeded to the business of Limited. In April 2009, Limited acquired the assets of Rootchange Limited, a biofuel and biomass research and development company. On July 8, 2020, we changed our name to Excoin Ltd. And on August 31, 2021, we changed our name to “HNO International, Inc.” our current name.

Our Business

We are at the forefront of developing innovative integrated products that cater to various uses of green hydrogen, both current and future. These include:

Hydrogen refueling and generation systems for Fuel Cell Electric vehicles, such as forklifts, drones, cars, and trucks, as well as for zero-emission heating and cooking applications.

Hydrogen technologies that decrease emissions and maintenance for existing gasoline and diesel internal combustion engines. This can aid companies in decarbonizing their operations in the short term.

Our Products

We have three products that we manufacture and sell:

CHRS (Compact Hydrogen Refueling Station): A cost-effective solution for rapidly deploying hydrogen production in the 50 KG to 200 KG per day range. It has a dispensing system that can be adapted for vehicles (trucks, buses, etc.), warehouse equipment (forklifts), or other fuel cell applications, including power generation.

HCC (Hydrogen Carbon Cleaner): A device used to clean carbon deposits from internal combustion engines.

SHEP (Scalable Hydrogen Energy Platform) SHEP is an innovative scalable, modular hydrogen energy system that efficiently produces, stores, and dispenses green hydrogen made from water. Our cost-effective platform prioritizes flexibility and is designed to meet a wide range of diverse, growing hydrogen demands across multifaceted applications.

The need for hydrogen refueling stations is growing as more fuel cell vehicles come on the road. Current solutions are expensive, require a long permitting and installation process, and consistently face outages. Our Compact Hydrogen Refueling System (“CHRS”) seeks to solve these problems and address market demand.

We are also involved with Scalable Hydrogen Energy Platform (“SHEP”) where the volume of hydrogen that can be produced is from 100 Kilograms per day to over 2,000 (or more) kilograms per day for use in commercial applications such as fuel for transportation, power generation, and industrial processes, as well as in the production of chemicals and materials. We also develop energy systems that complement the zero-emissions infrastructure, reduce harmful emissions such as black carbon and other greenhouse gasses, and cut maintenance costs of commercial diesel fleets. Our designs and integrates components from leading industry partners in order to transition fossil fuels to cleaner burning alternatives which promote lower emissions.

Currently, we are building and setting up a manufacturing line for 1.25 MW electrolyzers to be able to produce one per day. We have also ordered the equipment necessary and leased the land required (approximately $450,000) to build the first Hydrogen Farm located in Katy Texas and that is scheduled for full operation producing hydrogen in April 2025, with expected revenues of $2,500,000 over next 15-20 months. We have also identified and contracted a second location for hydrogen production in Lancaster, California. We are in the hydrogen infrastructure business. Over the next 12 months we plan to identify another 10 - 15 locations to continue to build Hydrogen production locations, with expected expenditures of approximately $20,000,000 over the next 15-20 months and expected revenues of $15,000,000 - $25,000,000 over the next 15-20.

We have taken delivery of the first 10 Hydrogen Carbon Cleaners for sale to customers in mid-March 2025. After demonstrating the technology to prospective customers, we expect to take orders and schedule delivery in 30 - 60 days after a customer order. These materials for these items have already been paid for out of the current budget.

The CHRS unit has been built and we began marketing it to customers for delivery to customers in the first quarter of 2025.

Revenues from the sales of units is not guaranteed and, as stated in Note 4 to our audited financial statements, at October 31, 2024, we had a deficit of $44,326,326 and have not been able to generate sufficient cash from operating activities to fund our ongoing operations and we will be required to raise additional funds through public or private financing or other arrangements until we are able to raise revenues to a point of positive cash flow.

Hydrogen Refueling

The market for hydrogen refueling stations is currently in a state of growth, as the use of hydrogen fuel cell electric vehicles (“FCEVs”) is becoming more popular. Governments, private companies, and research institutions around the world are investing in the development of hydrogen refueling infrastructure to support the growth of the FCEV market.

Currently, most hydrogen refueling stations are located in California, Germany, Japan, and South Korea. These countries have actively invested in developing hydrogen infrastructure and, as a result, have a larger number of stations available.

According to a report by MarketsandMarkets, the global hydrogen refueling station market size was valued at USD $1.7 billion in 2020 and is projected to reach USD $7.5 billion by 2025, at a CAGR of 34.5% during the forecast period.^[1]

^[1] https://www.marketsandmarkets.com/Market-Reports/green-hydrogen-market-92444177.html#:~:text=The%20global%20green%20hydrogen%20market,cagr%20during%20the%20forecast%20period.

However, the market for hydrogen refueling stations is still relatively small compared to other alternative fuels, such as electric charging stations. The high cost of building and maintaining hydrogen stations, lack of economies of scale, and lack of hydrogen production facilities, have hindered the market’s growth.

Despite these challenges, the market for hydrogen refueling stations is expected to grow in the future as the number of FCEVs on the road increases and more countries begin to invest in the development of hydrogen infrastructure.

Fuel Cell EV Growth

The expected growth of FCEVs is projected to be significant in the coming years. According to a report by MarketsandMarkets, the global fuel cell electric vehicle market size is projected to reach 1.63 million units by 2030, growing at a CAGR of 42.2% during the forecast period of 2025 to 2030.^[2]

This growth is driven by several factors, including increasing government support and funding for the development of hydrogen infrastructure, advancements in fuel cell technology, and increasing consumer awareness and acceptance of FCEVs.

In addition, many countries have set ambitious targets to reduce greenhouse gas emissions, and deploying FCEVs is seen as a key measure to achieving these goals.

However, it's worth noting that the expected growth of FCEVs is highly dependent on the success of the hydrogen economy and the availability of hydrogen fueling stations. The growth of FCEVs also depends on the cost of hydrogen and the competition with other technologies such as battery electric vehicles.

Overall, the growth of FCEVs is expected to be significant in the coming years, but the growth rate may vary depending on the region and the success of the hydrogen economy.

Current Problems

There are several common problems associated with current hydrogen refueling stations:

Cost: Building and maintaining hydrogen refueling stations can be expensive, and the high cost can be a barrier to the widespread deployment of the technology.

Limited availability: Hydrogen fueling stations are currently much less common than gasoline or electric charging stations, which can make it difficult for FCEV owners to find a refueling location.

Complexity: Hydrogen fueling stations are complex systems that require specialized knowledge and training to operate and maintain.

Safety concerns: Hydrogen is a highly flammable gas, and there are concerns about the safety of storing and dispensing it at refueling stations.

Hydrogen production: One of the major challenges with hydrogen refueling stations is their limited access to locally produced hydrogen, often relying on hydrogen created using processes that generate pollution, such as steam methane reforming, which undermines the environmental benefits of using hydrogen as a fuel source.

Lack of standardization: There is currently no standardization in the design and operation of hydrogen fueling stations, which can make it difficult for different types of vehicles to refuel at different stations.

Limited production capacity: The current capacity of hydrogen production is limited, which can make it difficult to supply enough hydrogen to meet the increasing demand for FCEVs.

Lack of economies of scale: The small number of hydrogen stations and vehicles currently in operation makes it difficult to achieve economies of scale and reduce costs.

Overall, current hydrogen refueling stations face several challenges, but with ongoing research and development, we believe these issues can be addressed and overcome in the future.

^[2] https://www.marketsandmarkets.com/Market-Reports/green-hydrogen-market-92444177.html#:~:text=The%20global%20green%20hydrogen%20market,cagr%20during%20the%20forecast%20period.

Our Unique Solution

Compact and Modular

Our CHRS delivers modular, compact green hydrogen refueling stations and could have significant value in the growing hydrogen FCEV market. These types of stations are designed to be compact, easy to install, and highly efficient, which can help to reduce the cost of building and maintaining the typical hydrogen refueling stations.

One of the main advantages of CHRS is that they can be quickly and easily deployed in various locations, such as urban areas, parking garages, residential locations, along highway corridors, even at a consumer's home. They can be quickly located with a smartphone app, and once located, the hydrogen availability can be determined and the hours of operation of the station. Because of the way the current infrastructure is set up, including the lack of hydrogen production on-site, it is often impossible for a customer to know if they will even be able to get fuel or not until they actually arrive at one of the extremely limited refueling locations. The CHRS system will increase the availability of hydrogen fueling options for FCEV owners, making it easier for them to refuel their vehicles and for manufacturers to sell their hydrogen vehicles because of the availability of hundreds of fueling stations.

Additionally, these types of stations can be powered by renewable energy sources, such as solar or wind power, which can reduce their environmental impact and help to promote the use of green hydrogen.

Another advantage of these stations is that they can be easily expanded as the demand for hydrogen fuel increases. This can help to ensure that there is always enough hydrogen available to meet the needs of FCEV owners.

Overall, a product that delivers modular, compact green hydrogen refueling stations can be a disruptive factor and help to spur the growth of the FCEV market, by making it more convenient, affordable, and environmentally friendly for FCEV owners to refuel their vehicles, and it can help to support the growth of the hydrogen economy.

Scalable Hydrogen Energy Platform (SHEP)

Unlike traditional large-scale hydrogen production plants, our plants are smaller, low-cost, and quicker to permit, install, and scale. One of the key benefits of our approach is the use of low-cost, PGM-free electrolysis technology. This technology eliminates the need for expensive and rare platinum group metals, making green hydrogen production more sustainable and cost-effective. This is particularly important in today's market, where the price of these metals has been increasing, making traditional hydrogen production more expensive.

Another benefit of our approach is the ability to scale green hydrogen production quickly. Our plants are designed to be quickly installed and operational, allowing them to respond quickly to changes in market demand. This is important as the green hydrogen market is rapidly growing, and companies need a reliable source of clean energy to meet this demand.

In addition, our approach is more environmentally friendly than traditional hydrogen production methods. We use renewable energy sources such as wind and solar power to produce green hydrogen, reducing the carbon footprint of hydrogen production. This is becoming increasingly important as more companies seek to adopt clean energy solutions and reduce their environmental impact.

We also have a robust supply chain, sourcing high-quality equipment from trusted suppliers. This ensures that our plants are reliable and efficient, reducing the risk of production disruptions and increasing the overall value of our services to customers.

In the case of the Scalable Hydrogen Energy Platform (“SHEP”), where the volume of hydrogen that can be produced is from 100 Kilograms per day to over 2,000 (or more) kilograms per day, we can service current and emerging hydrogen gas markets, including ammonia, fertilizer, steel, mining, electronics, semiconductors, in addition to fuel cell refueling stations.

Existing Engines

We are manufacturing custom hydrogen carbon cleaning equipment for engine service providers in the engine cleaning industry. Hydrogen can is currently used for Internal Combustion Engine (“ICE”) decarbonization and maintenance prevention market through manufacturing hydrogen carbon cleaning equipment for engine service providers.

We, as a technology company, have been actively developing and integrating hydrogen technologies that can effectively reduce diesel engine emissions and maintenance requirements. By using hydrogen, our technology can significantly reduce harmful emissions such as particulate matter, nitrogen oxides, and carbon dioxide, while also improving engine performance and extending engine life.

Corporate Growth Strategy

Our growth strategy focuses on expanding our product offerings and target markets. This will be achieved through ongoing research and development to identify new opportunities, as well as strategic partnerships and collaborations with key players in our target markets.

We will target our products to businesses and communities that are looking to decarbonize. Our sales and marketing strategies will focus on building relationships with key players in our target markets, such as current users of industrial hydrogen, the emerging hydrogen refueling market, hydrogen vehicle manufacturers, engine service providers and diesel fleet operators.

Market Competition

The market is currently dominated by industrial gas producers using Steam Methane Reforming (“SMR”) which use carbon-based feedstock as the energy input for the hydrogen production. The result of these methods results in gray and black (residual carbon footprint. hydrogen production.

Our Competition

Major competitors in the traditional hydrogen production market are represented by the following companies:

Praxair	Air Products and Chemicals	Linde
Air Liquide	Messer Group	BOC
Air Gas	Matheson Tri-gas	Advanced Gas Technologies

These and other current hydrogen producers will require significant investment in infrastructure for carbon capture technologies to meet the emerging requirements for clean energy generation.

We are focused on the production of green hydrogen, using renewable energy as the input power to produce green hydrogen with no carbon footprint. We are an innovator in this emergent marketplace. While we are a market leader, there are a few early competitors in green hydrogen, such as Nel, Plug Power, ITM Power, and Nikola.

We, alternatively, either team up or competes with these green hydrogen companies, depending on the specific market opportunity.

Our Competitive Strengths

Our competitive strengths include:

Focus on Low-Cost Technologies: Our focus on integrating proven low-cost technologies sets us apart from competitors, as it allows us to offer our products at a more affordable price point.

Comprehensive Portfolio of Products: We offer a wide range of products including hydrogen cleaning equipment for engine service providers, hydrogen delivery systems for diesel engines, and green hydrogen production systems for various markets. This comprehensive portfolio of products sets us apart from competitors that focus on a limited range of products.

Strong Technical Expertise: We have a strong team of technical experts with extensive knowledge and experience in the hydrogen technology and engineering industries. This expertise gives us a competitive advantage in developing and offering high-quality products that meet customer demands.

Strong Partnerships: We have established partnerships with key players in the hydrogen technology and engineering industries, which enhances our ability to secure new customers and expand our reach in the market.

Innovative Solutions: Our focus on innovation and continuous improvement sets us apart from our competitors, as we are constantly developing new and improved products and solutions to meet the changing needs of our customers.

Commitment to Sustainability: We are committed to promoting sustainability and reducing carbon emissions, which aligns with the growing demand for green hydrogen products and services.

Current Market

According to a report by MarketsandMarkets, the global growth for hydrogen consumption is projected to grow from $11.6B in 2022 to $90B in 2030, growing by a 55% CAGR. We are focused on developing and deploying small to medium green hydrogen production, storage and dispensing systems to satisfy the projected growth of the green hydrogen market.^[3]

^[3] https://www.marketsandmarkets.com/Market-Reports/green-hydrogen-market-92444177.html#:~:text=The%20global%20green%20hydrogen%20market,cagr%20during%20the%20forecast%20period.

Properties

We operate out of an approximately 5,000 square foot facility in Murrieta, California and we are establishing a location in Houston, Texas for our Scalable Green Hydrogen Production farms.

Employees

As of March 20, 2025, we had one full-time employee and no part-time employees.

Environmental

Our operations do not pose an environmental risk, and we have no past environmental violations. We also do not require special environmental permits to conduct our business activities.

We follow standard policies and procedures for environmental compliance and risk management. We prioritize environmental sustainability and we continuously strive to improve our environmental performance.

We recognize that emerging climate change and other environmental issues present potential risks to any business. However, these risks only underscore the need for our products and services. As we continue to grow and expand our business, we will remain vigilant in identifying and addressing potential environmental risks. We want to highlight that our supply chains are diverse and well-shielded, reducing the potential environmental risks associated with our business operations. We work closely with our suppliers to ensure their environmental practices align with our standards. We continuously monitor and evaluate our supply chains to identify potential environmental risks.

We will follow standard procedures for any environmental insurance coverage or other risk management strategies that we have in place. We are committed to protecting the environment and ensuring our business operations are conducted environmentally.

ITEM 1A. RISK FACTORS.

The following are important factors we have identified that could affect an investment in our securities. You should consider them carefully when evaluating an investment in our securities, because these factors could cause actual results to differ materially from historical results or any forward-looking statements. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, operating results, and prospects.

We need to continue as a going concern if our business is to succeed.

Our independent registered public accounting firm reports on our audited financial statements for the years ended October 31, 2024 and 2023, indicate that there are a number of factors that raise substantial risks about our ability to continue as a going concern. Such factors identified in the report are our accumulated deficit since inception, our failure to attain profitable operations, the excess of liabilities over assets, and our dependence upon obtaining adequate additional financing to pay our liabilities. If we are not able to continue as a going concern, investors could lose their investments.

We have a limited operating history.

We have a limited operating history. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least for the foreseeable future. We can make no assurances that we will be able to effectuate our strategies or otherwise to generate sufficient revenue to continue operations.

During the year ended October 31, 2024, our total revenue was $4,241, and we had a net loss of $2,230,222. During the year ended October 31, 2023, our total revenue was $13,000, and we had a net loss of $1,927,494.

Our estimates of capital, personnel, equipment, and facilities required for our proposed operations are based on certain other existing businesses operating under projected business conditions and plans. We believe that our estimates are reasonable, but it is not possible to determine the accuracy of such estimates at this point. In formulating our business plan, we have relied on the judgment of our officers and directors and their experience in developing businesses. We can make no assurances that we will be able to obtain sufficient financing or implement successfully the business plan we have devised. Further, even with sufficient financing, there can be no assurance that we will be able to operate our business on a profitable basis. We can make no assurances that our projected business plan will be realized or that any of our assumptions will prove to be correct.

We are subject to a variety of possible risks that could adversely impact our revenues, results of operations or financial condition. Some of these risks relate to general economic and financial conditions, while others are more specific to us and the carbon emissions industry in which we operate. The following factors set out potential risks we have identified that could adversely affect us. The risks described below may not be the only risks we face. Additional risks that we do not yet know of, or that we currently think are immaterial, could also have a negative impact on our business operations or financial condition.

We operate in a highly competitive industry.

The climate and carbon treatment business is highly competitive and constantly changing. Our competitors include not only other large multinational companies, but also smaller entities that operate in local or regional markets as well as new forms of market participants.

Competitive challenges also arise from rapidly-evolving and new technologies in the carbon capture space, creating opportunities for new and existing competitors and a need for continued significant investment in research and development.

A number of our existing or potential competitors may have substantially greater financial, technical, and marketing resources, larger investor bases, greater name recognition, and more established relationships with their investors, and more established sources of deal flow and investment opportunities than we do. This may enable our competitors to: develop and expand their services and develop infrastructure more quickly and achieve greater scale and cost efficiencies; adapt more quickly to new or emerging markets and opportunities, strategies, techniques, technologies, and changing investor needs; take advantage of acquisitions and other market opportunities more readily; establish operations in new markets more rapidly; devote greater resources to the marketing and sale of their products and services; adopt more aggressive pricing policies; and provide clients with additional benefits at lower overall costs in order to gain market share. If our competitive advantages are not compelling or sustainable and we are not able to effectively compete with larger competitors, then we may not be able to increase or sustain cash flow.

We will need to raise funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.

We will need to seek funds soon, through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances or a combination of these approaches. Raising funds in the current economic environment may present additional challenges. It is not certain that we have accounted for all costs and expenses of future development and regulatory compliance. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.

Our future growth may be limited.

Our ability to achieve our expansion objectives and to manage our growth effectively depends upon a variety of factors, including our ability to further develop use of methodology, solutions and systems, to attract and retain skilled employees, to successfully position and market the Company, to protect our existing intellectual property, to capitalize on the potential opportunities we are pursuing with third parties, and sufficient funding. To accommodate growth and compete effectively, we will need working capital to maintain adequate operating levels, develop additional procedures and controls and increase, train, motivate and manage our work force. There is no assurance that our personnel, systems, procedures and controls will be adequate to support our potential future operations.

We rely on key personnel.

Our success also will depend in large part on the continued service of our key operational and management personnel, including executive staff, research and development, engineering, marketing and sales staff. We face intense competition from our competitors, customers and other companies throughout the industry. Any failure on our part to hire, train and retain a sufficient number of qualified professionals could impair our business.

Our stockholders have limited voting power compared to the holder of our Series A Preferred Stock.

Our Chairman, Donald Owens, is the sole holder of our Series A Preferred Stock and, along with his ownership a substantial percentage of our Common Stock, controls a majority of the voting power of our Company. For so long as Mr. Owens holds all of the shares of Series A Preferred Stock and a substantial percentage of our Common Stock, he is expected to hold a majority of our outstanding voting power and he will control the outcome of matters submitted to a stockholder vote, including the appointment of all directors of the Company.

Our management controls all corporate activities and can approve all transactions, including mergers, without the approval of other stockholders.

Our Chairman, Donald Owens, owns all of the shares of our Series A Preferred Stock that gives him the rights to 55 votes per share of our Company as well as is ownership of a substantial percentage of our Common Stock. Other members of our management also own shares of our Common Stock. Therefore, our management effectively controls all corporate activities and can approve transactions, including possible mergers, issuance of shares and compensation levels, without the approval of other stockholders. The decisions of our management may not be consistent with or in the best interests of other stockholders.

This capital structure may have anti-takeover effects preventing a change in control transaction that the minority owners of our Common Stock might consider in their best interest.

The ability of our management to control our business may limit or eliminate minority stockholders’ ability to influence corporate affairs.

Our Chairman, Donald Owens, owns all of the shares of our Series A Preferred Stock that gives him the rights to 55 votes per share of our Company as well as is ownership of a substantial percentage of our Common Stock. Because of this beneficial stock ownership, Mr. Owens is in a position to continue to elect our entire board of directors, decide all matters requiring stockholder approval, including potential mergers or business changes, and determine our policies. The interests of our management may differ from the interests of our minority stockholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. Our minority stockholders have no way of overriding decisions made by our management. This level of control may also have an adverse impact on the market value of our shares because our management may institute or undertake transactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial community and/or may sell sufficient numbers of shares to significantly decrease our price per share.

We owe debt to a related party, which may be convertible into a substantial amount of shares of Common Stock. If any or all of the notes are converted, shareholders would realize substantial dilution.

As of March 20, 2025, we had entered into several promissory notes with HNO Green Fuels, Inc., an entity controlled by our Chairman, Donald Owens, in the aggregate principal amount of $1,440,000. Although none of these notes are currently convertible into shares of Common Stock of our Company, in the past, we have settled a note that was in default for shares of Common Stock. If we are unable to pay each note, we may settle one or all of the notes for shares of our Common Stock. In the event of a settlement or settlements of a note or notes for shares of our Common Stock, our shareholders would realize substantial dilution and the value of their shares would decrease.

We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and cause us to incur substantial costs.

Companies, organizations or individuals, including our competitors, may own or obtain intellectual property or other proprietary rights that would prevent or limit our ability to make, use, develop or sell our concept, which could make it more difficult for us to operate our business. We may receive inquiries from intellectual property owners inquiring whether we infringe their proprietary rights.

Our business may be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties.

Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage, and a decrease in our revenue which would adversely affect our business, prospects, financial condition and operating results. Our success depends, at least in part, on our ability to protect our core methodology and intellectual property. To accomplish this, we will rely on a combination of intellectual property, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to establish and protect our rights in our technology. Patent, trademark, and trade secret laws vary significantly throughout the world.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

In order to protect our proprietary technology and processes, we also rely in part on confidentiality agreements with our employees, consultants, outsource manufacturers and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We may not be successful in our potential business combinations.

We may, in the future, pursue acquisitions of other complementary businesses and technology licensing arrangements. We may also pursue strategic alliances and joint ventures that leverage our core products and industry experience to expand our product offerings and geographic presence. We have limited experience with respect to acquiring other companies and limited experience with respect to forming collaborations, strategic alliances and joint ventures.

If we were to make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business and could assume unknown or contingent liabilities. Any future acquisitions we make, could also result in large and immediate write-offs or the incurrence of debt and contingent liabilities, any of which could harm our operating results. Integrating an acquired company also may require management resources that otherwise would be available for ongoing development of our existing business.

Any future indebtedness reduces cash available for distribution and may expose us to the risk of default under debt obligations that we may incur in the future.

Payments of principal and interest on borrowings that we may incur in the future may leave us with insufficient cash resources to operate the business. Our level of debt and the limitations imposed on us by debt agreements could have significant material and adverse consequences, including the following:

Our cash flow may be insufficient to meet our required principal and interest payments;

We may be unable to borrow additional funds as needed or on favorable terms, or at all;

We may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

To the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense;

To the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense; and

Our default under any loan with cross default provisions could result in a default on other indebtedness.

If any one of these events were to occur, our financial condition, results of operations, cash flow, and our ability to make distributions to our shareholders could be materially and adversely affected.

Our results of operations are highly susceptible to unfavorable economic conditions.

We are exposed to risks associated with weak or uncertain regional or global economic conditions and disruption in the financial markets. The global economy continues to be challenging in some markets. Uncertainty about the strength of the global economy generally, or economic conditions in certain regions or market sectors, and a degree of caution on the part of some marketers, can have an effect on the demand for advertising and marketing communication services. In addition, market conditions can be adversely affected by natural and human disruptions, such as natural disasters, severe weather events, military conflict or public health crises. Our industry can be affected more severely than other sectors by an economic downturn and can recover more slowly than the economy in general. In the past, some clients have responded to weak economic and financial conditions by reducing their marketing budgets, which include discretionary components that are easier to reduce in the short term than other operating expenses. This pattern may recur in the future. Furthermore, unexpected revenue shortfalls can result in misalignments of costs and revenues, resulting in a negative impact to our operating margins. If our business is significantly adversely affected by unfavorable economic conditions or other market disruptions that adversely affect client spending, the negative impact on our revenue could pose a challenge to our operating income and cash generation from operations.

We may not be able to meet our performance targets and milestones.

From time to time, we communicate to the public certain targets and milestones for our financial and operating performance that are intended to provide metrics against which to evaluate our performance. They should not be understood as predictions or guidance about our expected performance. Our ability to meet any target or milestone is subject to inherent risks and uncertainties, and we caution investors against placing undue reliance on them.

Our management has limited personal liability.

Our Articles of Incorporation and Bylaws generally provide that the liability of our officers and directors will be eliminated to the fullest extent allowed under law for their acts on behalf of our Company.

It is possible investors may lose their entire investment.

We will be reliant on the proceeds of this offering to expand our operations. We may not be successful in implementing our business strategy or that we will be successful in achieving our objectives. Our prospects for success must be considered in the context of a thinly capitalized company in a highly competitive market. As a result, investors may lose their entire investment.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and rules implemented by the SEC have required changes in the corporate governance practices of public companies. As a public company, we expect these rules and regulations to increase our compliance costs and make certain activities more time-consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers.

Risks Related to Our Market

We may be unable to successfully execute and operate our green hydrogen production projects and such projects may cost more and take longer to complete than we expect.

As part of our vertical integration strategy, we are developing and constructing green hydrogen production facilities at locations across the United States and Canada. Our ability to successfully complete and operate these projects is not guaranteed. These projects will impact our ability to meet and supplement the hydrogen demands for our products and services, for both existing and prospective customers. Our hydrogen production projects are dependent, in part, upon our ability to meet our internal demand for electrolyzers required for such projects. Electrolyzer demand by external customers may concurrently affect our ability to meet the internal electrolyzer demand from our hydrogen production projects. The timing and cost to complete the construction of our hydrogen production projects are subject to a number of factors outside of our control and such projects may take longer and cost more to complete and become operational than we expect.

Furthermore, the viability and competitiveness of our green hydrogen production facilities will depend, in part, upon favorable laws, regulations, and policies related to hydrogen production. Some of these laws, regulations, policies are nascent, and there is no guarantee that they will be favorable to our projects. Additionally, our facilities will be subject to numerous and new permitting, regulations, laws, and policies, many of which might vary by jurisdiction. Hydrogen production facilities are also subject to robust competition from well-established multi-national companies in the energy industry. There is no guarantee that our hydrogen production strategy will be successful, amidst this competitive environment.

We will continue to be dependent on certain third-party key suppliers for components in our products. The failure of a supplier to develop and supply components in a timely manner or at all, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to manufacture our products or could increase our cost of production.

We rely on certain key suppliers for critical components in our products, and there are numerous other components for our products that are sole sourced. If we fail to maintain our relationships with our suppliers or build relationships with new suppliers, or if suppliers are unable to meet our demand, we may be unable to manufacture our products, or our products may be available only at a higher cost or after a delay. In addition, to the extent that our supply partners use technology or manufacturing processes that are proprietary, we may be unable to obtain comparable components from alternative sources. Furthermore, we may become increasingly subject to domestic content sourcing requirements and Buy America preferences, as required under certain United States federal infrastructure funding sources. Domestic content preferences and Buy America requirements potential mandate that we source certain components and materials from within the United States. Conformity with these provisions potentially depends upon our ability to increasingly source components or certain materials from within the United States. An inability to meet these requirements could have a material adverse effect on our ability to successfully compete for certain projects or awards utilizing federal funds subject to such mandates.

The failure of a supplier to develop and supply components in a timely manner or at all, or to develop or supply components that meet our quality, quantity and cost requirements, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to manufacture our products or could increase our cost of production. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our products to our customers within required timeframes. Any such delays could result in sales and installation delays, cancellations, penalty payments or loss of revenue and market share, any of which could have a material adverse effect on our business, results of operations, and financial condition.

Our products and services face intense competition.

The markets for energy products, including PEM fuel cells, electrolyzers, and hydrogen production are intensely competitive. Some of our competitors are much larger than we are and may have the manufacturing, marketing and sales capabilities to complete research, development, and commercialization of profitable, commercially viable products more quickly and effectively than we can. There are many companies engaged in all areas of traditional and alternative energy generation in the United States and abroad, including, among others, major electric, oil, chemical, natural gas, battery, generator and specialized electronics firms, as well as universities, research institutions and foreign government-sponsored companies. These firms are engaged in forms of power generation such as advanced battery technologies, generator sets, fast charged technologies and other types of fuel cell technologies. Well established companies might similarly seek to expand into new types of energy products, including PEM fuel cells, electrolyzers, or hydrogen production. Additionally, some competitors may rely on other different competing technologies for fuel cells, electrolyzers, or hydrogen production. We believe our technologies have many advantages. In the near future, we expect the demand for these products – electrolyzers in particular – to largely offset any hypothetical market preference for competing technologies. However, changes in customer preferences, the marketplace, or government policies could favor competing technologies. The primary current value proposition for our fuel cell customers stems from productivity gains in using our solutions. Longer term, given evolving market dynamics and changes in alternative energy tax credits, if we are unable to successfully develop future products that are competitive with competing technologies in terms of price, reliability and longevity, customers may not buy our products. Technological advances in alternative energy products, battery systems or other fuel cell, electrolyzer, or hydrogen technologies may make our products less attractive or render them obsolete.

Risks Related to Financing Our Business

Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

Operating as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with SEC reporting requirements. We anticipate that these costs will be approximately $200,000-$300,000 annually. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our results of operations, cash flow and financial condition.

Our growth depends on external sources of capital, which may not be available on favorable terms or at all. In addition, investors, banks and other financial institutions may be reluctant to enter into any lending or financial transactions with us, because we intend to enter into a mining excavation operation that could have environmental impacts if not managed properly. If any of the source of funding is unavailable to us, our growth may be limited, and our operating profit may be impaired.

We may not be in a position to take advantage of attractive investment opportunities for growth if we are unable, due to global or regional economic uncertainty, changes in the provincial or federal regulatory environment relating to the extraction, processing and distribution of our products or otherwise, to access capital markets on a timely basis and on favorable terms or at all. Because we intend to grow our business, this limitation may require us to raise additional equity or incur debt at a time when it may be disadvantageous to do so.

Our access to capital will depend upon several factors over which we have little or no control, including general market conditions and the market’s perception of our current and potential future earnings. If general economic instability or downturn leads to an inability to obtain capital to finance, the operation could be negatively impacted. In addition, investors, banks and other financial institutions may be reluctant to enter into financing transactions with us, because we intend to operate a mining excavation operation. If this source of funding is unavailable to us, our growth may be limited.

Our ability to raise funding is subject to all the above factors and will also be affected by our future financial position, results of operations and cash flows. All these events would have a material adverse effect on our business, financial condition, liquidity, and results of operations.

Any future indebtedness reduces cash available for distribution and may expose us to the risk of default under debt obligations that we may incur in the future.

our cash flow may be insufficient to meet our required principal and interest payments;

we may be unable to borrow additional funds as needed or on favorable terms;

we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense;

we may default on our obligations or violate restrictive covenants; in which case the lenders may accelerate these debt obligations; and

default under any loan with cross default provisions could result in a default on other indebtedness.

Risks Related to Regulation

Applicable state and international laws may prevent us from maximizing our potential income.

Depending on the laws of each particular State, we may not be able to fully realize our potential to generate profit. Furthermore, cities and counties are being given broad discretion to use other carbon capture methodologies. Depending on the laws of international countries and the States, we might not be able to fully realize our potential to generate profit.

Risks Related to Our Common Stock

Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that investors may have difficulty reselling their shares and may cause the price of the shares to decline.

Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers’ duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent reselling of shares and may cause the price of the shares to decline.

Our stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell your shares.

Until our common stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq, we expect our common stock to remain eligible for quotation on the OTC Markets, or on another over-the-counter quotation system. In those venues, however, the shares of our common stock may trade infrequently and in low volumes, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. An investor may find it difficult to obtain accurate quotations as to the market value of our common stock or to sell his or her shares at or near bid prices or at all. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. This would also make it more difficult for us to raise capital.

There currently is no active public market for our common stock and there can be no assurance that an active public market will ever develop. Failure to develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your shares.

There is currently no active public market for shares of our common stock and one may never develop. Our common stock is quoted on the OTC Markets. The OTC Markets is a thinly traded market and lacks the liquidity of certain other public markets with which some investors may have more experience. We may not ever be able to satisfy the listing requirements for our common stock to be listed on a national securities exchange, which is often a more widely-traded and liquid market. Some, but not all, of the factors which may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able to secure market makers for our common stock; and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our common stock listed. Should we fail to satisfy the initial listing standards of the national exchanges, or our common stock is otherwise rejected for listing, and remains listed on the OTC Markets or is suspended from the OTC Markets, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility, making it difficult or impossible to sell shares of our common stock.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Our stock price may be volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

	·	The continued effects of the COVID-19 pandemic and its variants;

	·	The impact of conflict between the Russian Federation and Ukraine on our operations;

	·	Geo-political events, such as the crisis in Ukraine, government responses to such events and the related impact on the economy both nationally and internationally;

	·	Changes in our industry;

	·	Competitive pricing pressures;

	·	Our ability to obtain working capital financing;

	·	Additions or departures of key personnel;

	·	Sales of our common stock;

	·	Our ability to execute our business plan;

	·	Operating results that fall below expectations;

	·	Loss of any strategic relationship;

	·	Regulatory developments; and

	·	Economic and other external factors.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market, including upon the expiration of any statutory holding period under Rule 144, or issued upon the conversion of preferred stock or exercise of warrants, it could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Your percentage of ownership may become diluted if we issue new Common Stock or other securities.

Our board of directors is authorized, without your approval, to cause us to issue additional Common Stock to raise capital (including equity or debt securities convertible into Common Stock), and other rights, on terms and for consideration as our board of directors in its sole discretion may determine. Any such issuance could result in dilution of the equity of our shareholders.

We have many authorized but unissued shares of our common stock.

We have a large number of authorized but unissued shares of Common Stock, which our management may issue without further stockholder approval, thereby causing dilution of your holdings of our Common Stock. Our management will continue to have broad discretion to issue shares of our common stock in a range of transactions, including capital-raising transactions, mergers, acquisitions, and other transactions, without obtaining stockholder approval, unless stockholder approval is required. If our management determines to issue shares of our Common Stock from the large pool of authorized but unissued shares for any purpose in the future, your ownership position would be diluted without your further ability to vote on that transaction.

The market valuation of our business may fluctuate due to factors beyond our control and the value of your investment may fluctuate correspondingly.

The market valuation of companies, such as ours, frequently fluctuates due to factors unrelated to the past or present operating performance of such companies. Our market valuation may fluctuate significantly in response to a number of factors, many of which are beyond our control, including:

1.	Changes in securities analysts’ estimates of our financial performance, although there are currently no analysts covering our stock;

2.	Fluctuations in stock market prices and volumes, particularly among securities of companies such as ours;

3.	Changes in market valuations of similar companies;

4.	Announcements by us or our competitors of significant contracts, new technologies, acquisitions, commercial relationships, joint ventures or capital commitments;

5.	Variations in our quarterly operating results;

6.	Fluctuations in related labor cost; and

7.	Additions or departures of key personnel.

As a result, the value of your investment in us may fluctuate.

We have never paid dividends on our Common Stock.

We have never paid cash dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. Investors should not look to dividends as a source of income.

In the interest of reinvesting initial profits back into our business, we do not intend to pay cash dividends in the foreseeable future. Consequently, any economic return will initially be derived, if at all, from appreciation in the fair market value of our stock, and not as a result of dividend payments.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES.

We currently operate out of a 5,000-square-foot facility in Murrieta, California, and are in the process of establishing a location in Houston, Texas, to support our Scalable Green Hydrogen Production farms.

We believe these facilities are sufficient to meet our current and near-term future operational needs.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our business, financial condition and operating results.

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AN ISSUER PURCHASES OF EQUITY SECURITIES.

Market

Our common stock currently trades on the OTC Markets Pink under the symbol “HNOI.”

The table below sets forth for the periods indicated the quarterly high and low bid prices as reported by OTC Markets. Limited trading volume has occurred during these periods. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

Fiscal Year Ended October 31, 2024:	High		Low
First Quarter	$	0.63	$	0.52
Second Quarter	$	1.08	$	1.02
Third Quarter	$	1.01	$	0.95
Fourth Quarter	$	1.20	$	1.13

Fiscal Year Ended October 31, 2023:	High		Low
First Quarter	$	1.82	$	1.03
Second Quarter	$	2.27	$	1.21
Third Quarter	$	15.00	$	1.05
Fourth Quarter	$	1.378	$	1.01

Holders of Our Common Stock

As of March 20, 2025, there were approximately 691 stockholders of record. Because shares of our Common Stock are held by depositaries, brokers and other nominees, the number of beneficial holders of our shares is substantially larger than the number of stockholders of record.

Dividends

We have not declared or paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock for the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Our future dividend policy will be subject to the discretion of our board of directors and will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by the board.

Transfer Agent

The transfer agent and registrar, for our common stock is Pacific Stock Transfer Co. The transfer agent’s address is 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119 and its telephone number is (702) 361-3033.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

The following table includes all unregistered sales of securities made by us during the year ended October 31, 2024:

Date	Name	Consideration	Securities	Exemption from Registration
11/1/2023	Kieandra Chantay Nelson	Cash	3,000	Regulation A
11/14/2023	Seth Brendon Doherty	Cash	2,000	Regulation A
11/15/2023	Kevin Bens	Cash	1,000	Regulation A
11/15/2023	Debbie L Feggins	Cash	1,000	Regulation A
11/15/2023	Kenneth M Givens Jr	Cash	1,000	Regulation A
11/15/2023	Randy Andrell Moore	Cash	1,000	Regulation A
11/15/2023	Jason Charles Moseley	Cash	1,000	Regulation A
11/15/2023	Mary U Stephenson & Ralph B Stephenson, JTWROS	Cash	1,000	Regulation A
11/15/2023	Dennis Yelverton	Cash	1,000	Regulation A
11/15/2023	Patricia A Leal-Mack	Cash	2,000	Regulation A
11/16/2023	Darryl Eugene Leonard Jr	Cash	1,000	Regulation A
11/16/2023	Delroy Pryce	Cash	3,000	Regulation A
11/16/2023	Compton Andre Paul	Cash	1,000	Regulation A
11/16/2023	Alan B Phillips	Cash	1,000	Regulation A
11/17/2023	Michael John Mack	Cash	1,000	Regulation A
11/17/2023	Farah Chikita Stephens-Travis	Cash	1,000	Regulation A
11/18/2023	Patricia A Leal-Mack	Cash	2,000	Regulation A
11/19/2023	Brian Byrd	Cash	2,000	Regulation A
11/21/2023	Virginia Theresa Leonard	Cash	1,000	Regulation A
11/22/2023	Akim Ali Babil	Cash	1,000	Regulation A
11/22/2023	Heather Lorraine Anderson	Cash	1,000	Regulation A
11/23/2023	Roctrepar, Incorporated	Cash	1,000	Regulation A
11/27/2023	Calvin Brown & Trina Noel Ericcson Brown, JTWROS	Cash	3,000	Regulation A
12/1/2023	Brown Empowerment LLC	Cash	3,000	Regulation A
12/4/2023	Kerry Troy Henry & Kedora Nekeisha Henry	Cash	1,000	Regulation A
12/5/2023	Jacqueline Annmarie Bogle & Kedora Nekeisha Henry, JTWROS	Cash	1,000	Regulation A
12/6/2023	Donald Ray Hendricks	Cash	1,000	Regulation A
12/6/2023	Tywan Donta Purnell	Cash	20,000	Regulation A
12/6/2023	Karen Sue Lambert Mrs. & Lamar Gene Lambert Mr., JTWROS	Cash	1,000	Regulation A
12/9/2023	Ayanna Flegler	Cash	8,000	Regulation A
12/12/2023	Annjeanete Duncanson	Cash	1,000	Regulation A
12/13/2023	Donelle Hoof	Cash	1,000	Regulation A
12/16/2023	Pamela E Gibson	Cash	5,000	Regulation A
12/21/2023	PHL Investment Trust	Cash	1,000	Regulation A
12/25/2023	Keith Jones	Cash	1,000	Regulation A
12/26/2023	Iris Naomi Garcia	Cash	1,000	Regulation A
12/26/2023	Alvin Hampton Jr.	Cash	1,000	Regulation A
12/26/2023	Michele L. Moore	Cash	1,000	Regulation A
12/27/2023	Timothy Andrew Unke	Cash	1,000	Regulation A
12/31/2023	Myra Lynnette Neal	Cash	1,000	Regulation A
1/10/2024	Dawn Marie Reeves	Cash	1,000	Regulation A
1/11/2024	Christopher Anderson	Cash	1,000	Regulation A

1/11/2024	Tywan Donta Purnell	Cash	30,000	Regulation A
1/13/2024	Dominik Lee West	Cash	1,000	Regulation A
1/17/2024	Brian Fifer	Cash	1,000	Regulation A
1/20/2024	Keith Jones	Cash	1,000	Regulation A
2/1/2024	Raymond Williams Jr	Cash	3,000	Regulation A
2/15/2024	Michael Ledgister	Cash	1,000	Regulation A
2/15/2024	Sundaramoorthy Kanagarajan	Cash	2,000	Regulation A
2/16/2024	Ariel Benkadmiel McCullough	Cash	1,000	Regulation A
2/17/2024	Nathaniel Harris	Cash	1,000	Regulation A
2/22/2024	Venetria Nicole Davis	Cash	1,000	Regulation A
2/22/2024	Ariel Benkadmiel McCullough	Cash	1,000	Regulation A
2/25/2024	Cory Renaldo Brown	Cash	1,000	Regulation A
2/26/2024	Edward L Cryer & Shirley Neal, JTWROS	Cash	1,000	Regulation A
2/29/2024	Annie Priester	Cash	1,000	Regulation A
3/8/2024	Pamela Jean Harlan	Cash	2,000	Regulation A
3/12/2024	Patrick Earl Nixon & Janice Lynn Nixon, JTWROS	Cash	1,000	Regulation A
4/1/2024	Raymond Williams Jr	Cash	2,000	Regulation A
4/5/2024	Ani N Rooney	Cash	10,000	Regulation A
4/5/2024	Farah Chikita Stephens-Travis	Cash	1,000	Regulation A
4/5/2024	Donte Small	Cash	2,000	Regulation A
4/6/2024	Jacqueline D Brooks	Cash	1,500	Regulation A
4/6/2024	Paul James Chatman	Cash	1,200	Regulation A
4/6/2024	Roland Cyprian Roberts	Cash	5,000	Regulation A
4/6/2024	Johnnie Edward Rozier Jr & Jacqueline Bazile Rozier, JTWROS	Cash	3,000	Regulation A
4/6/2024	Rachael Moore	Cash	1,000	Regulation A
4/7/2024	Samuel Austin Cutler	Cash	7,500	Regulation A
4/7/2024	Scy Vincent Banks	Cash	1,000	Regulation A
4/8/2024	Antoinette Almeda Benton	Cash	1,000	Regulation A
4/9/2024	Jacklyn L Hagood	Cash	1,000	Regulation A
4/9/2024	Sabrina Jackson	Cash	1,000	Regulation A
4/9/2024	Michelle Marie Cabrera	Cash	2,500	Regulation A
4/11/2024	Willie Cal Brown	Cash	1,000	Regulation A
4/11/2024	LaVetta Dodd-Ivy	Cash	1,000	Regulation A
4/11/2024	Phillip McNeal & Janeen McNeal, JTWROS	Cash	1,200	Regulation A
4/13/2024	Tangula Renee Hudson	Cash	1,000	Regulation A
4/15/2024	Edward Joe Bentley III	Cash	3,000	Regulation A
4/15/2024	Nathaniel Harris	Cash	1,000	Regulation A
4/16/2024	Raymond Williams Jr.	Cash	7,000	Regulation A
4/17/2024	Kevin Bens	Cash	1,000	Regulation A
4/17/2024	Delhia M. Emanuel - Emanuel Soler Trust	Cash	2,000	Regulation A
4/17/2024	Neishana Morrison	Cash	1,000	Regulation A
4/17/2024	Roxanne Lolita Patterson	Cash	1,000	Regulation A
4/17/2024	Wesley Bryant	Cash	1,000	Regulation A
4/17/2024	Sarita R Allen	Cash	1,000	Regulation A
4/18/2024	Patrick Earl Nixon & Janice Lynn Nixon, JTWROS	Cash	2,000	Regulation A
4/18/2024	Cynthia Dianne Walls	Cash	1,000	Regulation A
4/21/2024	Wesley Clifford Allen	Cash	5,000	Regulation A
4/22/2024	Kevin Bens	Cash	1,000	Regulation A
4/22/2024	Vivian D Carlo & Delhia M. Emanuel, JTWROS	Cash	2,000	Regulation A
4/22/2024	Marion D Fulce & Dwight D Fulce, JTWROS	Cash	1,500	Regulation A
4/23/2024	Hortensia M. Emanuel Revocable Living Trust	Cash	1,000	Regulation A
4/24/2024	Alice Jones	Cash	1,000	Regulation A
4/25/2024	Omega Ashanti Dennis	Cash	1,000	Regulation A
4/25/2024	Sammie Lucille Love	Cash	1,250	Regulation A
4/25/2024	Rickey Anthony Lumpkin & Bertha Lois Lumpkin, JTWROS	Cash	5,000	Regulation A

4/25/2024	Clarence R Simmons	Cash	2,000	Regulation A
4/26/2024	Sabrina Jackson	Cash	1,000	Regulation A
4/26/2024	Dixie Robinson Miss	Cash	1,000	Regulation A
4/26/2024	Laura Weida	Cash	1,000	Regulation A
4/27/2024	Dyland S Haile	Cash	1,000	Regulation A
4/27/2024	Antonio L. Jones	Cash	2,000	Regulation A
4/28/2024	Justin Albert Brannon	Cash	2,500	Regulation A
4/28/2024	Sonia Hansen	Cash	2,000	Regulation A
4/28/2024	Sara Hare	Cash	3,000	Regulation A
4/28/2024	Lorna Karen Haynes	Cash	1,000	Regulation A
4/28/2024	Michael Sanford King	Cash	2,500	Regulation A
4/28/2024	Edward G. McCurbin	Cash	2,000	Regulation A
4/28/2024	Christopher Norwood	Cash	1,000	Regulation A
4/28/2024	Darryl Christopher Wood	Cash	1,000	Regulation A
4/29/2024	Ezekiel Carter & Ruby J Carter, JTWROS	Cash	1,000	Regulation A
4/29/2024	Theresa Johnson	Cash	1,000	Regulation A
4/29/2024	Niecole D Kelly	Cash	1,000	Regulation A
4/29/2024	Steven L Martin	Cash	2,500	Regulation A
4/29/2024	John Moncure	Cash	1,000	Regulation A
4/29/2024	Randolph David Plunkett	Cash	1,000	Regulation A
4/29/2024	Joanne Simone Rollocks	Cash	1,500	Regulation A
4/29/2024	Antonio Renard Woodfin	Cash	10,000	Regulation A
4/30/2024	Jefferson Davis Lewis III	Cash	1,000	Regulation A
4/30/2024	Ani N Rooney	Cash	40,000	Regulation A
4/30/2024	Tonjia Lynn Stone	Cash	1,000	Regulation A
5/1/24	Christopher Kirby & ANGELEA KIRBY, JTWROS	Cash	1,000	Regulation A
5/1/24	Ani N Rooney	Cash	40,000	Regulation A
5/1/24	Jefferson Davis Lewis III	Cash	1,000	Regulation A
5/1/24	Lorna Karen Haynes	Cash	1,000	Regulation A
5/1/24	Charles W Smith	Cash	1,000	Regulation A
5/1/24	Alice Jones	Cash	1,000	Regulation A
5/1/24	Sarita R Allen	Cash	1,000	Regulation A
5/1/24	Joanne Simone Rollocks	Cash	1,500	Regulation A
5/1/24	Jarodrick Mixon	Cash	15,000	Regulation A
5/1/24	Stevie Lavell Harris	Cash	1,000	Regulation A
5/1/24	Raymond Williams, Jr.	Cash	1,000	Regulation A
5/2/24	Donte Small	Cash	2,000	Regulation A
5/2/24	Johnny Smith	Cash	20,000	Regulation A
5/2/24	Jacqueline Annmarie Bogle & Kedora Nekeisha Henry, JTWROS	Cash	1,500	Regulation A
5/2/24	Michael Aquilizan Chai	Cash	1,000	Regulation A
5/2/24	Kerry Troy Henry & Kedora Nekeisha Henry	Cash	3,000	Regulation A
5/2/24	Dwayne M. Emmanuel	Cash	1,328	Regulation A
5/2/24	Corey Darnelle Flowers	Cash	1,200	Regulation A
5/2/24	Darrell Lee Goolsby	Cash	1,000	Regulation A
5/2/24	Sonia Hansen	Cash	2,000	Regulation A
5/2/24	Thrillisa Nadia Morrison	Cash	4,000	Regulation A
5/3/24	Christopher Alagie Jammeh	Cash	1,000	Regulation A
5/3/24	Maurice Brown Jr	Cash	1,500	Regulation A
5/3/24	Nathaniel Harris	Cash	1,000	Regulation A
5/3/24	Hakim Johnson	Cash	1,000	Regulation A
5/3/24	Arielle Wallace	Cash	3,750	Regulation A
5/3/24	Porshe Shenika Nicole Rice	Cash	1,000	Regulation A
5/3/24	Ivory and Crystal Johnson JTWROS	Cash	1,000	Regulation A
5/3/24	Tywan Donta Purnell	Cash	2,000	Regulation A
5/3/24	Nathaniel B Beamon	Cash	2,000	Regulation A

5/3/24	Corneal Westbrooks	Cash	1,000	Regulation A
5/3/24	Ibrahim D Balogun	Cash	2,000	Regulation A
5/3/24	Gaylon White	Cash	2,000	Regulation A
5/3/24	Jennifer Vicens	Cash	2,000	Regulation A
5/3/24	Albert Earl Clay Sr & Rosa Ann Clay	Cash	1,000	Regulation A
5/3/24	Shawndu Maurice McMillan	Cash	1,000	Regulation A
5/3/24	Anne Wanjiku Jnoroge Mrs	Cash	10,000	Regulation A
5/3/24	Kerry Troy Henry & Kedora Nekeisha Henry	Cash	3,000	Regulation A
5/3/24	Jordan Michael Woods	Cash	5,000	Regulation A
5/6/24	Courtney Brown	Cash	1,000	Regulation A
5/6/24	Melinda Christine Molina	Cash	2,000	Regulation A
5/6/24	Yvonne Angela	Cash	1,000	Regulation A
5/6/24	Anthony Zerante	Cash	1,000	Regulation A
5/6/24	Carla Michelle Bronner	Cash	1,000	Regulation A
5/6/24	Courtney-O'Niel Brown	Cash	1,000	Regulation A
5/6/24	Anthony Pierre	Cash	1,500	Regulation A
5/6/24	Cole Kala'Alohi Solomon	Cash	1,000	Regulation A
5/6/24	Gunasekaran Seetharaman	Cash	1,000	Regulation A
5/6/24	Sy Phan	Cash	1,000	Regulation A
5/6/24	Tangula Renee Hudson	Cash	1,000	Regulation A
5/7/24	Edward Joe Bentley	Cash	3,000	Regulation A
5/10/24	Theresa Johnson	Cash	1,000	Regulation A
5/23/2024	Ausey Johnson	Cash	6,579	Rule 506 (b) of Regulation D
6/6/2024	Jose De Hoyos	Cash	78,182	Rule 506 (b) of Regulation D
6/7/2024	Pamela E. Gibson	Cash	36,364	Rule 506 (b) of Regulation D
6/7/2024	Johnny Smith	Cash	250,000	Rule 506 (b) of Regulation D
6/11/2024	Ronnie Taylor	Cash	36,364	Rule 506 (b) of Regulation D
6/14/2024	Antoninette Verna Richard	Cash	36,364	Rule 506 (b) of Regulation D
6/14/2024	Gordon E. Mosby	Cash	500,000	Rule 506 (b) of Regulation D
6/14/2024	Daryl Dewayne Branch	Cash	9,868	Rule 506 (b) of Regulation D
6/25/2024	Raymond Williams	Cash	6,579	Rule 506 (b) of Regulation D
6/20/2024	Calvin Brown	Cash	6,579	Rule 506 (b) of Regulation D
8/15/2024	Web Beeman	Cash	100,000	Rule 506 (b) of Regulation D
8/19/2024	Monica Allen	Cash	6,579	Rule 506 (b) of Regulation D
8/19/2024	Vindicated Phoenix Corp.	Cash	522,727	Rule 506 (b) of Regulation D
9/12/2024	Vindicated Phoenix Corp.	Cash	666,667	Rule 506 (b) of Regulation D

No sales commissions were paid in connection with any of the sales above.

ITEM 6. RESERVED

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis may include statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other non-historical statements in the discussion, are forward-looking. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, factors listed in other documents we file with the Securities and Exchange Commission (the "SEC''). We do not assume an obligation to update any forward-looking statements. Our actual results may differ materially from those contained in or implied by any of the forward-looking statements contained herein.

Overview

HNO 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.

We provide 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.

Results of Operations

For the Years Ended October 31, 2024 and 2023

Revenues - For the year ended October 31, 2024, revenue generated from hydrogen engineering services and combustion solutions was $4,241 compared to $13,000 for the year ended October 31, 2023. The decrease in revenues of $8,759 is mainly attributable to our inability to secure additional contracts for hydrogen engineering services and combustion solutions during the current year.

Cost of Sales and Gross Profits – For the year ended October 31, 2024, our cost of goods sold was $3,688, resulting in a gross profit of $553. In comparison, for the year ended October 31, 2023, our cost of goods sold was $5,885, resulting in a gross profit of $7,115. The cost of goods sold consisted of expenses related to contract labor associated with revenue generation.

Operating Expenses

General and administrative expenses increased by $151,393, primarily due to higher professional fees and administrative costs incurred during 2024. These increases were partially offset by a $405,812 decrease in share-based compensation, which declined from $489,800 in 2023 (related to 2,025,000 shares issued) to $83,988 in 2024 (related to 7,400,000 shares issued). The reduction in share-based compensation was primarily due to a lower fair value per share resulting from a decrease in the Company’s stock price.

Advertising and marketing expenses increased by $4,408 due to expanded outreach and promotional activities supporting product development and brand awareness.

Depreciation expense increased by $118,033, reflecting depreciation on property and equipment additions. Additionally, amortization expense of $24,699 was recognized in 2024 related to the CHRS intellectual property. There was no corresponding amortization expense in the prior year.

Net Loss - Net loss for the year ended October 31, 2024, was $2,230,222 compared to a net loss of $1,927,494 during the same period in 2023. This increase in net loss is primarily due to the significant rise in operating expenses during the year, as well as the decline in revenues.

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

For the Years Ended October 31, 2024 and 2023

Our cash balance of $20,255 as of October 31, 2024, combined with the current level of revenues, is insufficient to maintain operations. Therefore, we will need to raise additional funds in the near future to support our operations and growth plans. Our cash balance on October 31, 2023, was $235,159, reflecting a decrease of $214,904 over the year. This decrease is attributable to significant cash outflows related to operating and investing activities.

We have not been able to generate sufficient cash from operating activities to fund our ongoing operations and have relied primarily on raising capital through sales of common stock, Regulation A offerings, and related party loans.

As of October 31, 2024, the Company had capitalized approximately $941,280 in capital expenditures related to equipment purchases for its first hydrogen production site in Katy, Texas. Operations at this location are scheduled to commence in August 2025, with anticipated revenues of approximately $2,500,000 over the subsequent 15-20 months.

The Company has also identified potential expansion plans to evaluate approximately 2 additional production sites. These expansion plans remain preliminary and are not subject to binding agreements or contractual commitments. If fully implemented, these expansion plans could require estimated capital expenditures of approximately $8,000,000 over the next 15-20 months and could generate between $5,000,000 and $10,000,000 in revenue over the same period.

The Company anticipates funding these capital expenditures and related operating expenses through a combination of existing cash resources, proceeds from potential future equity or debt financings, Regulation A offerings, and other strategic funding arrangements. As of the filing date, the Company has no binding commitments for such financing.

The impact of existing or probable government regulations on our business remains uncertain. Due to the nature of our operations in hydrogen-based clean energy technologies, it is anticipated that government regulation may increase in the future, potentially requiring corrective actions or changes to our business model.

There are currently no external sources of liquidity available to us, other than potential equity financing or debt offerings. Failure to secure additional funding could have a material adverse effect on our financial condition and the results of our operations.

Cash Flow

For the Years Ended October 31, 2024 and 2023

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

	For the Year Ended October 31, 2024			For the Year Ended October 31, 2023
Cash Used in Operating Activities	$	(1,802,678	)	$	(1,334,084	)
Cash Provided by Financing Activities	$	2,002,612		$	2,426,833
Cash Used in Investing Activities	$	(414,838	)	$	(908,699	)

Cash Used in Operating Activities

During the year ended October 31, 2024, cash used in operating activities was $1,802,678. This reflects our net losses for the period, adjusted by non-cash charges such as depreciation and share-based compensation. Changes in working capital accounts also contributed to cash usage, primarily due to increases in accounts payable and decreases in payroll taxes and accrued interest payable.

In comparison, during the year ended October 31, 2023, cash used in operating activities was $1,334,084. The increase in cash usage in 2024 is attributable to higher operating expenses, including costs related to expanding operations, share based compensation and increased depreciation expenses.

Cash Provided by Financing Activities

During the year ended October 31, 2024, cash provided by financing activities was $2,002,612. This primarily consisted of proceeds from related party advances totaling $960,585, along with $958,929 raised through the Company's Regulation A offering and proceeds from security deposits.

In comparison, during the year ended October 31, 2023, cash provided by financing activities was $2,426,833, primarily reflecting proceeds from the Company’s Regulation A offering and related party loans.

Cash Provided by Investing Activities

During the year ended October 31, 2024, cash used in investing activities was $414,838, primarily due to the purchase of property and equipment and additional investments in intellectual property classified as long-term assets.

For the year ended October 31, 2023, cash used in investing activities was $908,699, which included significant purchases of property and equipment as well as investments in a SAFE agreement.

Going Concern

Our financial statements have been prepared assuming we 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 year ended October 31, 2024, we incurred a net loss of $2,230,222 and used cash in operating activities of $1,802,678. These factors, among others, raise substantial doubt about our 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.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The preparation of financial statements in accounting principles generally accepted in the United States of America 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 amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements and related notes are included as part of this Annual Report.

HNO INTERNATIONAL, INC.

INDEX

October 31, 2024 and 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID #6968)	F-2
Audited Balance Sheets	F-4
Audited Statements of Operations and Comprehensive Income	F-5
Audited Statement of Stockholders' Deficit	F-6
Audited Statements of Cash Flows	F-7
Notes to Audited Financial Statements	F-8

F-1

Certified Public Accountants and Advisors

A PCAOB Registered Firm

713-489-5635 bartoncpafirm.com Cypress, Texas

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Donald Owens, Chairman of the Board of Directors

and Stockholders of HNO International, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of HNO International, Inc. (the Company) as of October 31, 2024 and 2023, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024 and 2023, and the results of its operations and its cash flows for each of the period ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Going Concern

As described in Note 4 to the financial statements, the Company does not have an established source of revenues sufficient to cover operating costs. The Company has recurring net losses and is in a negative working capital position. If the Company is unable to raise sufficient funding, it may struggle to reach its future obligations.

Accordingly, the Company has determined that these factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of one year from the date these financial statements are issued.

Management plans to identify adequate sources of funding to provide operating capital for continued growth. Auditing the Company’s assessment and related disclosures regarding its ability to continue as a going concern required significant auditor judgment. This is due to the high level of uncertainty surrounding the projections and assumptions related to the timing and likelihood of future cash flows, including external funding. Assessing whether the Company’s disclosures adequately reflect the uncertainty and risks associated with its going concern status also demanded considerable auditor judgment and effort.

F-2

Valuation of Service Stock

As described in Note 2, the Company undervalued its stock-based compensation of approximately $486,000 during the year ended October 31, 2023, which resulted in a restatement.

The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718 Compensation - Stock Compensation (“ASC 718”). 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 consultants and employees. Compensation for stock-based awards is recognized as a non-cash expense on the income statement. The expense associated with these awards is recorded based on the fair value on the date of grant, as determined using the Black-Scholes-Merton option-pricing model.

The valuation of stock-based compensation requires management to make significant estimates, particularly in determining the volatility of the company’s stock price, the expected term of options, and the risk-free interest rate. These assumptions are subject to change and can materially impact the amount of compensation expense recognized.

Other Matters

As described in Note 2, the Company identified misstatements with respect to certain accounting errors relating to the valuation of service stock issued, the termination of a patent agreement entered into on January 23, 2023 and the under accrual of accounts payable during the year ended October 31, 2023.

We have served as the Company’s auditor since 2024.

/S/ Barton CPA PLLC

Barton CPA PLLC

Cypress, Texas

March 20, 2025

F-3


HNO INTERNATIONAL, INC. BALANCE SHEETS

		October 31,			October 31,
		2024			2023
ASSETS					As Restated
Current Assets
Cash	$	20,255		$	235,159
Due from related party		—			56,392
Total Current Assets		20,255			291,551

Non-Current Assets
Property and equipment, net		994,898			767,938
Long term asset, net		112,026			103,821
Right-of-use asset		121,805			—
Security deposits		—			100,000
Total Non-Current Assets		1,228,729			971,759
TOTAL ASSETS	$	1,248,984		$	1,263,310

LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts payable		138,029			22,485
Accrued payroll		17,762			—
Accrued interest payable		28,845			41,270
Lease liability		57,062			—
Payroll tax		2,838			17,640
Advances, related party		960,585			—
Customer deposits		99			—
Notes payable, related party		785,000			785,000
Total Current Liabilities		1,990,220			866,395

Non-Current Liability
Lease liability		66,155			—
Long term notes payable, related party		590,000			590,000
Total Non-Current Liability		656,155			590,000
Total Liabilities		2,646,375			1,456,395

STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.001 per share; 15,000,000 shares authorized		—			—
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 October 31, 2024 and October 31, 2023, respectively		5,000			5,000
Common stock, par value $0.001 per share; 985,000,000 shares authorized; 419,437,865 and 419,341,584 shares issued and outstanding as of October 31, 2024 and October 31, 2023, respectively		419,438			419,341
Common stock payable		15,250			32,251
Common stock subscription receivable		(13,750	)		(23,750	)
Additional paid-in capital		42,502,997			41,470,177
Accumulated deficit		(44,326,326	)		(42,096,104	)
Total Stockholders’ Deficit		(1,397,391	)		(193,085	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,248,984		$	1,263,310

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

F-4


HNO INTERNATIONAL, INC. STATEMENTS OF OPERATIONS

	For the year Ended October 31,
	2024			2023
				As Restated
Revenue	$	4,241		$	13,000
Cost of goods sold		(3,688	)		(5,885	)
Gross Profit		553			7,115

Operating expenses
Advertising and marketing		7,408			3,000
General and administrative expenses		2,021,621			1,870,228
Depreciation and amortization		179,672			36,940
Total Operating Expenses		2,208,701			1,910,168
Other Income (Expenses)
Interest income		5,501			2,104
Interest expense		(27,575	)		(26,545	)
Total Other (Expenses)		(22,074	)		(24,441	)
Loss from Operations	$	(2,230,222	)	$	(1,927,494	)
Net Loss	$	(2,230,222	)	$	(1,927,494	)
PER SHARE AMOUNTS
Basic and diluted net loss per share		(0.01	)		(0.01	)
Weighted average number of common shares outstanding - basic and diluted		394,023,751			352,447,298

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

F-5


HNO INTERNATIONAL, INC. STATEMENTS OF STOCKHOLDERS' DEFICIT For the year ended October 31, 2023, As Restated
	Series A Preferred Stock				Common Stock						Stock			Share Subscription			Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Shares			Amount			Payable			Receivable			Capital		Deficit			Deficit
Balance at October 31, 2022		5,000,000		5,000		105,265,299			105,265			—			(10,000	)		38,957,921		(40,168,610	)		(1,110,424	)
Common stock issued for cash		—		—		290,000,000			290,000			—			—			—		—			290,000
Common stock based compensation		—		—		2,025,000			2,025			—			—			467,775		—			469,800
Common stock issued for settlement of debt		—		—		20,000,000			20,000			—			—			—		—			20,000
Regulation A stock issuances		—		—		2,026,532			2,026			32,251			(13,750	)		2,024,506		—			2,045,033
Commitment share issued		—		—		24,753			25			—			—			19,975		—			20,000
Net loss for the year ended October 31, 2023		—		—		—			—			—			—			—		(1,927,494	)		(1,927,494	)
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	)
For the year ended October 31, 2024
Balance at October 31, 2023		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		—		—		433,429			434			(17,001	)		—			432,995		—			416,428
Regulation D stock issuances		—		—		2,262,852			2,263			—			—			523,237		—			525,500
Shares cancelled as per settlement agreement - Vivaris Capital		—		—		(10,000,000	)		(10,000	)		—			10,000			—		—			—
Common stock based compensation		—		—		7,400,000			7,400			—			—			76,588		—			83,988
Net loss for the year ended October 31, 2024		—		—		—			—			—			—			—		(2,230,222	)		(2,230,222	)
Balance at October 31, 2024		5,000,000	$	5,000		419,437,865		$	419,438		$	15,250		$	(13,750	)	$	42,502,997	$	(44,326,326	)	$	(1,397,391	)

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

F-6


HNO INTERNATIONAL, INC. STATEMENTS OF CASH FLOWS
	For the Year Ended October 31,
	2024			2023
				As Restated
Cash Flow from Operating Activities
Net loss	$	(2,230,222	)	$	(1,927,494	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		179,672			36,940
Share based compensation		83,988			489,800
Changes in operating assets and liabilities:
Decrease in due from related party		56,392			—
Increase in accounts payable		115,545			22,485
Increase in accrued payroll		17,762
Increase/(Decrease) in accrued interest payable		(12,425	)		26,545
Payments of lease liabilities		1,412			—
(Decrease) increase in payroll taxes		(14,802	)		17,640
Net Cash Used in Operating Activities		(1,802,678	)		(1,334,084	)

Cash Flows from Financing Activities
Proceeds from related party advances		960,585			—
Proceeds from related party note payable		—			250,000
Proceeds from security deposits		100,000			(93,200	)
Proceeds from customer deposits		99			—
Proceeds from sale of common stock subscription payable		(17,001	)		—
Proceeds from sale of common stock		958,929			2,335,033
Repayment of related party note payable		—			(65,000	)
Net Cash Provided by Financing Activities		2,002,612			2,426,833

Cash Flows from Investing Activities
Purchase of property and equipment		(381,934	)		(804,878	)
Purchase of long term asset		(32,904	)		(103,821	)
Net Cash Used in Investing Activities		(414,838	)		(908,699	)

Net increase (decrease) in cash		(214,904	)		184,050
Cash at beginning of period		235,159			51,109
Cash at end of period	$	20,255		$	235,159

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:
Common stock issued for conversion of debt	$	—		$	20,000
The accompanying notes are an integral part of these financial statements.

F-7

HNO INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2024

NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING

Organization

HNO International, Inc. (the “Company”) was incorporated in the State of Nevada on May 2, 2005 under the name American Bonanza Resources Limited. On August 4, 2009, the Company acquired Clenergen Corporation Limited (UK), a United Kingdom corporation (“Limited”), and succeeded to the business of Limited. Limited acquired the assets of Rootchange Limited, a biofuel and biomass research and development company, in April 2009. On March 19, 2009, the Company changes its name to Clenergen Corporation. On July 8, 2020, the Company changed its name to Excoin Ltd. and on August 31, 2021, the Company changed its name to HNO International, Inc. its current name.

The Company specializes in the design, integration, and development of green hydrogen-based clean energy technologies. With the Company’s management having over 13 years of experience in the field of green hydrogen production, 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 green hydrogen for various applications including fuel cell electric vehicles, hydrogen internal combustion engines, heating, and cooking. The 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 – CORRECTION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the Company’s re-audit of the Company’s financial statements for the year ended October 31, 2023, the Company’s management 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 are summarized as follows:

Stock Price Valuation Adjustment: The valuation of the stock price was adjusted from $0.001 to $0.23.

Share-Based Compensation: There was an increase in share-based compensation reflecting the revised valuation 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.

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. A copy of the Termination Agreement was attached to the Company’s Form 10-K as Exhibit 10.27.

Expenses totaling $21,560, 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.

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 restatements.

The impact of the restatement on the line items within the previously reported Audited Balance Sheet for the year ended October 31, 2023, previously filed is as follows:

F-8

Schedule of restatement balance Sheet
Balance Sheet as of October 31, 2023	As Previously Reported			Adjustment			As Restated
ASSETS
Current Assets
Cash	$	235,159		$	—		$	235,159
Due from related party	$	56,392		$	—		$	56,392
Total Current Assets	$	291,551		$	—		$	291,551

Non-Current Assets
Property and equipment, net	$	767,938		$	—		$	767,938
Intangible assets, net	$	79,324		$	(79,324	)	$	—
Long term asset, net	$	103,821		$	—		$	103,821
Security deposits	$	100,000		$	—		$	100,000
Total Non-Current Assets	$	1,051,083		$	(79,324	)	$	971,759
TOTAL ASSETS	$	1,342,634		$	(79,324	)	$	1,263,310

LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts payable	$	925		$	21,560		$	22,485
Accrued interest payable	$	41,270		$	—		$	41,270
Lease liability	$	—		$	—		$	—
Payroll tax	$	17,640		$	—		$	17,640
Advances, related party	$	—		$	—		$	—
Customer deposits	$	—		$	—		$	—
Notes payable, related party	$	785,000		$	—		$	785,000
Total Current Liabilities	$	844,835		$	21,560		$	866,395

Non-Current Liability
Lease liability	$	—		$	—		$	—
Long term notes payable, related party	$	590,000		$	—		$	590,000
Total Non-Current Liability	$	590,000		$	—		$	590,000
Total Liabilities	$	1,434,835		$	21,560		$	1,456,395

STOCKHOLDERS’ DEFICIT

Series A, par value $0.001 per share	$	10,000		$	(5,000	)	$	5,000
Common stock, par value $0.001 per share	$	419,341		$	—		$	419,341
Common stock payable	$	32,251		$	—		$	32,251
Common stock subscription receivable	$	(23,750	)	$	—		$	(23,750	)
Additional paid-in capital	$	41,079,902		$	390,275		$	41,470,177
Accumulated deficit	$	(41,609,945	)	$	(486,159	)	$	(42,096,104	)
Total Stockholders’ Deficit	$	(92,201	)	$	—		$	(193,085	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,342,634		$	79,324		$	1,263,310

F-9

The impact of the restatement on the line items within the previously reported Audited Statement of Operations for the year ended October 31, 2023, previously filed is as follows:

Schedule of statement of operations
Statement of Operations for the year ended October 31, 2023	As Previously Reported			Adjustment			As Restated

Revenue	$	13,000		$	—		$	13,000
Cost of goods sold	$	(5,885	)	$	—		$	(5,885	)
Gross Profit	$	7,115		$	—		$	7,115

Operating expenses
Advertising and marketing	$	3,000		$	—		$	3,000
General and administrative expenses	$	1,358,868		$	21,560		$	1,380,428
Stock based compensation	$	22,025		$	467,775		$	489,800
Depreciation and amortization	$	40,116		$	(3,176	)	$	36,940
Total Operating Expenses	$	1,424,009		$	486,159		$	1,910,168
Other Income (Expenses)
Interest income	$	2,104			—		$	2,104
Interest expense	$	(26,545	)		—		$	(26,545	)
Total Other (Expenses)	$	(24,441	)		—		$	(24,441	)
Loss from Operations	$	(1,441,335	)	$	(486,159	)	$	(1,927,494	)
Net Loss	$	(1,441,335	)	$	(486,159	)	$	(1,927,494	)
PER SHARE AMOUNTS
Basic and diluted net loss per share	$	(0.00	)	$	—		$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		352,447,298			—			352,447,298

The impact of the restatement on the line items within the previously reported Audited Statement of Changes in Stockholders’ Deficit for the year ended October 31, 2023, previously filed is as follows:


Changes in Statement of Stockholders' Deficit for the year ended October 31, 2023	As Previously Reported			Adjustment			As Restated
Common stock based compensation	$	2,025		$	467,775		$	469,800
Additional paid in capital	$	41,079,902		$	390,275		$	41,470,177
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 year ended October 31, 2023	$	(1,441,335	)	$	(486,159	)	$	(1,927,494	)
Balance at October 31, 2023	$	(92,201	)	$	(100,884	)	$	(193,085	)

F-10

The impact of the restatement on the line items within the previously reported Audited Statement of Cash Flows for the year ended October 31, 2023, previously filed is as follows:

Schedule of statement of cash flows
Statement of Cash Flows for the year ended October 31, 2023	As Previously Reported			Adjustment			As Restated
Cash Flow from Operating Activities
Net loss	$	(1,441,335	)	$	(486,159	)	$	(1,927,494	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	$	40,116		$	(3,176	)	$	36,940
Share based compensation	$	22,025		$	467,775		$	489,800
Changes in operating assets and liabilities:
Decrease in due from related party	$	—		$	—		$	—
Increase in accounts payable	$	925		$	21,560		$	22,485
Increase in accrued payroll	$	—		$	—		$	—
Increase/(Decrease) in accrued interest payable	$	26,545		$	—		$	26,545
Payments of lease liabilities	$	—		$	—		$	—
(Decrease) increase in payroll taxes	$	17,640		$	—		$	17,640
Net Cash Used in Operating Activities	$	(1,334,084	)	$	—		$	(1,334,084	)

Cash Flows from Financing Activities
Proceeds from related party advances	$	—		$	—		$	—
Proceeds from related party note payable	$	250,000		$	—		$	250,000
Proceeds from security deposits	$	(93,200	)	$	—		$	(93,200	)
Proceeds from customer deposits	$	—		$	—		$	—
Proceeds from sale of common stock subscription payable	$	—		$	—		$	—
Proceeds from sale of common stock	$	2,335,033		$	—		$	2,335,033
Repayment of related party note payable	$	(65,000	)	$	—		$	(65,000	)
Net Cash Provided by Financing Activities	$	2,426,833		$	—		$	2,426,833

Cash Flows from Investing Activities
Purchase of property and equipment	$	(804,878	)	$	—		$	(804,878	)
Purchase of long term asset	$	(103,821	)	$	—		$	(103,821	)
Net Cash Used in Investing Activities	$	(908,699	)	$	—		$	(908,699	)

Net increase (decrease) in cash	$	184,050		$	—		$	184,050
Cash at beginning of period	$	51,109		$	—		$	51,109
Cash at end of period	$	235,159		$	—		$	235,159

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:
Series A preferred stock issued pursuant to patent agreement	$	82,500		$	(82,500	)	$	—
Common stock issued for conversion of debt	$	20,000		$	—		$	20,000

F-11

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying 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 years ended October 31, 2024 and October 31, 2023.

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 October 31, 2024, and October 31, 2023, 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.

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 consultants and employees. Compensation for stock-based awards is recognized as a non-cash expense on the income statement. The expense associated with these awards is recorded based on the fair value on the date of grant, as determined using the Black-Scholes-Merton option-pricing model. This cost is recognized over the period during which the award recipient is required to perform services, typically known as the vesting period. The total compensation cost related to vested stock-based awards is recognized after adjusting for estimated forfeitures at the time of vesting. The expense related to stock-based compensation is included within the same income statement lines as cash compensation for the consultants and employees who receive the awards, currently included in general and administrative expenses on the statement of operations as the Company does not allocate compensation costs to COGS. 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.

F-12

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.

Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. 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.

During the years ended October 31, 2024 and 2023, the Company had revenue of $4,241 and $13,000. Revenue was recognized from hydrogen engineering services and combustion solutions.

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 through the common stock equivalents. The weighted-average number of common shares outstanding excludes 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 income 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 mainly consists of computer and laser equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

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.

F-13

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.

Recent Accounting Pronouncements

In March 2024, the Financial Accounting Standards Board (FASB) issued ASU No. 2024-01, "Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards." This update clarifies the accounting for profits interest awards by specifying when these awards should be accounted for under ASC 718, Stock Compensation, as opposed to other compensation arrangements like cash bonuses under ASC 710. This clarification is provided through a series of illustrative examples which show how to determine whether profits interest awards meet the conditions of ASC 718, focusing on when such awards should be recognized as equity or liability. The guidance is intended to increase the comparability and consistency of financial reporting by providing clearer criteria for the accounting of profits interest awards.

For public companies, the amendments in this update are effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. For private companies, the amendments are effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements and will continue to assess its potential effects as the adoption date approaches.

Segment Reporting

The Company operates as one reportable segment. The Chief Executive Officer, who serves as the Chief Operating Decision Maker as defined under ASC 280, manages and evaluates the Company’s operations and performance on a consolidated basis. The Company’s operations are focused on the design, development, manufacturing, and sale of integrated green hydrogen-based products and related services.

The Company offers multiple products, including the Compact Hydrogen Refueling Station (CHRS), Hydrogen Carbon Cleaner (HCC), and Scalable Hydrogen Energy Platform (SHEP). These products share common technologies, production processes, customer markets, and distribution channels. Financial information is not prepared or reviewed separately for these product lines for resource allocation or performance evaluation purposes. As such, management has determined that the Company has one operating and reportable segment.

NOTE 4 – GOING CONCERN

On October 31, 2024, we had an accumulated deficit of $44,326,326. 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 for one year from the issuance of these financial statements.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Schedule of property and equipment
	October 31, 2024		October 31, 2023
Vehicles	$	60,702	$	60,702
Small equipment	$	32,943	$	8,879
Large equipment		1,093,166		735,297
Property and Equipment, Gross	$	1,186,811	$	804,878
Less: Accumulated depreciation		(191,913)		(36,940	)
Property and Equipment, Net	$	994,898	$	767,938

F-14

Depreciation expenses for the years ended October 31, 2024, and 2023 were $154,973 and $36,940, 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 an operating lease with the landlord, Demarius Holdings, Inc., 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 is $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 has active operating lease arrangements for office space. The Company is typically required to make fixed minimum rent payments relating to its right to use the underlying leased assets. The Company was required to classify such leases as operating leases in accordance with the provisions of 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 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. As of October 31, 2024, the right-of-use asset was $121,805 and operating lease liabilities were $123,217. The operating lease liabilities consist of a current portion of $57,062 and a non-current portion of $66,155. The weighted average remaining lease term was 2.08 years and the weighted average discount rate was 4.14%.

Operating Cash Flows Related to Leases

During the year ended October 31, 2024, the Company made cash payments totaling $1,412 related to its operating leases. These payments are included in the Statement of Cash Flows under operating activities as "Payments of lease liabilities."

Remaining lease term as of October 31, 2024:

Schedule of remaining lease term
Year	Operating Lease Payment
2024	$	—
2025	$	60,909
2026 and above	$	65,986
Total Payments	$	126,895

NOTE 7 – COMMON STOCK

The Company is authorized to issue 985,000,000 shares of common stock, par value $0.001.

Increase in Authorized Capital Stock

On January 4, 2023, the Board of Directors and a majority of the Company’s stockholders approved the proposal to increase the number of shares of capital stock that the Company is authorized to issue to 1,000,000,000. On January 6, 2023, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada to increase the total authorized capital from 510,000,000 shares to 1,000,000,000 shares consisting of 985,000,000 shares of common stock, par value $0.001, and 15,000,000 shares of preferred stock, par value $0.001.

F-15

Stock Issued

During the quarter ended January 31, 2023, the Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the Board of Directors, whereby the Company privately sold a total of 175,000,000 shares of its common stock for a cash purchase price of $175,000. Donald Owens was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)). The $175,000 in proceeds from the sale of common stock will be used for operating capital. The shares were ‘restricted securities’ under Rule 144 of the Securities Act.

On January 17, 2023, the Company entered into a Stock Subscription Agreement with William Parker, a member of the Company’s Board of Directors, whereby the Company privately sold a total of 5,000,000 shares of its common stock for a cash purchase price of $5,000. William Parker was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act). The $5,000 in proceeds from the sale of common stock will be used for operating capital. The shares were ‘restricted securities’ under Rule 144 of the Securities Act.

On January 11, 2023, the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the Board of Directors, whereby the Company privately sold a total of 2,000,000 shares of its common stock for a cash purchase price of $2,000. Hossein Haririnia was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act). The $2,000 in proceeds from the sale of common stock will be used for operating capital. The shares were ‘restricted securities’ under Rule 144 of the Securities Act.

The Company's Board of Directors granted approval for the issuance of 2,025,000 shares of our common stock with a value of $0.23 on January 2, 2023, in exchange for services rendered to the Company. These shares were considered "restricted securities" under Rule 144 and were issued under the exemption provided by Section 4(a)(2) of the Securities Act.

On January 31, 2023, the Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the Board of Directors, whereby the Company privately sold a total of 100,000,000 shares of its common stock for a cash purchase price of $100,000. Donald Owens was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act). The $100,000 in proceeds from the sale of common stock will be used for operating capital. As of January 31, 2023, these shares had not yet been issued and therefore were recorded as stock payable. On February 1, 2023, these shares were issued.

On June 9, 2023, the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the Board of Directors, whereby the Company privately sold a total of 8,000,000 shares of its common stock for a cash purchase price of $8,000. Hossein Haririnia was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act). The $8,000 in 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 July 31, 2023, the Company issued 1,968,032 shares of common stock for $1,968,032 in cash under its Regulation A offering, qualified on May 3, 2023. Additionally, the Company issued 13,750 Regulation A shares, resulting in $13,750 classified as common stock receivable due to unpaid balances, and sold 19,750 Regulation A shares, which were classified as $19,750 common stock payable.

During the quarter ended October 31, 2023, the Company issued 52,500 shares of common stock for $52,500 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023. The Company also issued 6,000 Regulation A shares previously classified as common stock payable and sold 18,501 Regulation A shares, classified as $18,501 common stock payable.

On October 9, 2023, the Company issued 24,753 shares of common stock valued at $20,000 as a commitment fee for equity financing. The shares were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D under the Securities Act, based, in part, on the representations of the investor.

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 64,900 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.

F-16

During the quarter ended July 31, 2024, the Company issued 158,278 shares of common stock for $158,278 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023. The Company also issued 60,750 Regulation A shares previously classified as common stock payable and sold 1,000 Regulation A shares, classified as $1,000 common stock payable.

During the quarter ended July 31, 2024, 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 966,879 shares of its common stock, $0.001 par value per share, (“common stock”) for a cash purchase price of $275,500. The proceeds from the sale of common stock will be used for operating capital. The shares were issued as ‘restricted securities’ under Rule 144 of the Securities Act.

During the quarter ended October 31,2024, the Company issued 2,500 Regulation A shares previously classified as common stock payable and sold 2,500 Regulation A shares, classified as $2,500 common stock payable.

During the quarter ended October 31, 2024, 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 1,295,973 shares of its common stock, $0.001 par value per share, (“common stock”) for an aggregate cash purchase price of $250,000. 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 October 31, 2024, the Company's Board of Directors granted approval for the issuance of 7,400,000 shares of our common stock valued at$83,998, in exchange for services rendered to the Company. These shares were considered "restricted securities" under Rule 144 and were issued under the exemption provided by Section 4(a)(2) of the Securities Act.

As of October 31, 2024 and October 31, 2023, the Company had 419,437,865 and 419,341,584 shares of common stock issued and outstanding, respectively.

Stock Receivable

As of 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.

On March 31, 2022, the Company issued 10,000,000 shares of common stock to Vivaris Capital, LLC, in connection with an Advisory Agreement. However, Vivaris Capital, LLC never paid for the shares, and a dispute arose. The dispute centered around the respective performance under the Advisory Agreement.

On May 3, 2024, the Company and Vivaris Capital, LLC executed a Settlement Agreement. As part of this agreement, the Company paid Vivaris Capital, LLC a settlement amount of $15,500, and the 10,000,000 shares issued to Vivaris Capital, LLC were canceled. This settlement nullifies any outstanding receivables related to the stock issuance and fully resolves the dispute between the parties.

As per the Settlement Agreement and Mutual Release of All Claims executed on May 3, 2024, the Company and Vivaris Capital, LLC have resolved their dispute. The settlement terms include the cancellation of the 10,000,000 shares issued to Vivaris Capital, LLC. Additionally, the Company agreed to pay Vivaris Capital, LLC a settlement amount of $15,500, which has been recorded as a legal expense. This agreement nullifies any outstanding receivable related to the stock issuance and resolves the dispute in full.

Stock Payable

As of October 31, 2024, 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

The Company is authorized to issue 15,000,000 shares of preferred stock, par value $0.001.

Series A Preferred Stock

The Company is authorized to issue 10,000,000 shares of Series A preferred stock, par value $0.001.

F-17

On January 24, 2023, the Company issued 5,000,000 shares of its Series A Preferred Stock to Mr. Owens, 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 12).

As of October 31, 2024, and October 31, 2023, the Company had 5,000,000 and 5,000,000 shares of Series A preferred stock issued and outstanding, respectively.

NOTE 9 – RELATED PARTY TRANSACTIONS

Notes Payable, Related Party

On November 19, 2021, the Company issued a note payable in the amount of $20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of December 19, 2022. The Company agreed to issue 20,000,000 shares of its common stock for settlement of the $20,000 note payable dated November 19, 2021 to HNO Green Fuels. The note matured on December 19, 2022 and the $20,000 principal was settled on December 26, 2022 with the issuance of these shares. The shares are ‘restricted securities’ under Rule 144 and the issuance of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended. The accrued interest of $436 remains due in connection with this note.

On December 1, 2021, the Company issued a note payable in the amount of $500,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum. During the year ended October 31, 2023, $65,000 of principal was repaid. At October 31, 2024, there is $435,000 of principal and $0 of accrued interest due on this note. This note had a maturity date of January 1, 2023.

On May 31, 2022, the Company issued a note payable in the amount of $590,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of May 31, 2030. At October 31, 2024, there is $590,000 of principal and $28,579 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, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of October 31, 2023. At October 31, 2024, there is $50,000 of principal and $0 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, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of November 20, 2023. At October 31, 2024, there is $50,000 of principal and $0 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, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 1, 2024. At October 31, 2024, there is $50,000 of principal and $0 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, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 8, 2024. At October 31, 2024, there is $50,000 of principal and $0 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, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 23, 2024. At October 31, 2024, there is $50,000 of principal and $0 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, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 3, 2024. At October 31, 2024, there is $50,000 of principal and $0 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, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 13, 2024. At October 31, 2024, there is $20,000 of principal and $00 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, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 17, 2024. At October 31, 2024, there is $30,000 of principal and $139 of accrued interest due on this note.

F-18

On August 21, 2024, the Company repaid accrued interest of $40,000 to HNO Green Fuels.

As of October 31, 2024, and October 31, 2023, these current and long-term notes payable had an aggregate outstanding balance of $1,375,000 and $1,375,000, respectively.

As of October 31, 2024, and October 31, 2023, the Company has recorded $28,845 and $41,270, respectively in accrued interest in connection with these notes in the accompanying financial statements.

Extension of Promissory Notes

On January 17, 2024, the Company entered into an Extension to Promissory Note (the "1^stExtension") with HNO Green Fuels, pursuant to the terms set forth in the 1^st Extension. The 1^st Extension amends the Promissory Note issued on December 1, 2021, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On January 17, 2024, the Company entered into an Extension to Promissory Note (the "2^nd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 2^nd Extension. The 2^nd Extension amends the Promissory Note issued on September 29, 2022, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On January 17, 2024, the Company entered into an Extension to Promissory Note (the "3^rd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 3^rd Extension. The 3^rd Extension amends the Promissory Note issued on October 20, 2022, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company entered into an Extension to Promissory Note (the "4^th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 4^th Extension. The 4^th Extension amends the Promissory Note issued on March 1, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company entered into an Extension to Promissory Note (the "5^th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 5^th Extension. The 5^th Extension amends the Promissory Note issued on March 8, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company entered into an Extension to Promissory Note (the "6^th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 6^th Extension. The 6^th Extension amends the Promissory Note issued on March 23, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company entered into an Extension to Promissory Note (the "7^th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 7^th Extension. The 7^th Extension amends the Promissory Note issued on April 3, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company entered into an Extension to Promissory Note (the "8^th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 8^th Extension. The 8^th Extension amends the Promissory Note issued on April 13, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company entered into an Extension to Promissory Note (the "9^th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 9^th Extension. The 9^th Extension amends the Promissory Note issued on April 17, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

Advances from Related Party

During the year months ended October 31, 2024, Donald Owens, the Company's Chairman of the Board of Directors, advanced $950,585 to the Company to cover operating expenses.

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

F-19

NOTE 10 – RECEIVABLE SETTLEMENT WITH RELATED PARTY

As of January 31, 2024, October 31, 2023 and October 31, 2022, the Company had a receivable from HNO Hydrogen Generators totaling $56,392 on its balance sheet, which was unsecured and due on demand. The receivable was fully settled through a transfer of assets in connection with a settlement agreement effective April 15, 2024. The settlement agreement involved the transfer of equipment, categorized into large and small equipment, with a combined value of $56,392. Specifically, large equipment was valued at $32,327, and small equipment at $24,065. This settlement agreement fully resolved all claims associated with the receivable. On the date of settlement, $5,185 was calculated as 5% interest and was recorded on the balance sheet as accrued interest receivable. The $5,185 balance of accrued interest was fully received on July 3, 2024.

NOTE 11 – INTELLECTUAL PROPERTY: PROTOTYPE COMPACT HYDROGEN REFUELING STATION (CHRS)

On July 10, 2023, the Company entered into a Simple Agreement for Future Equity (the “SAFE”) with Varea, Inc. ("Varea"), a Delaware corporation. Pursuant to the SAFE, the Company is investing $500,000 (the "Purchase Amount") in Varea in exchange for the right to certain shares of Varea's Capital Stock. The agreement specifies that the Purchase Amount will be used for the Company's business operations over the next 12 months, subject to an agreed-upon budget.

Prior to entering into this SAFE, the Company had an existing financial arrangement with Varea LLC, whereby Varea LLC invoiced the Company for services rendered, which were recorded as expenses by HNOI. However, recognizing the potential for a more mutually beneficial arrangement, Varea Inc. proposed a revised approach. Under the newly proposed approach, Varea Inc. would submit a detailed budget outlining their anticipated monthly expenses, and HNO International, Inc. would view these expenses as an investment opportunity rather than mere costs. In exchange for funding Varea Inc.'s expenses, HNO International, Inc. would receive a post-money SAFE, which represents a future right to certain shares of Varea's Capital Stock. The transition from the previous invoicing system to the investment-based financial arrangement was agreed by both parties. The terms and conditions of the agreement, including the conversion of expenses into a potential future return on investment, were thoroughly assessed and discussed.

On December 6, 2023, the SAFE was terminated as part of a Mutual Release Agreement between HNO International, Inc., and Varea, Inc. Under the terms of this Mutual Release Agreement, the intellectual property related to the prototype Compact Hydrogen Refueling Station (CHRS), developed with the funds provided under the SAFE, was retained by HNO International, Inc.

The balance of the SAFE on December 6, 2023, and October 31, 2023, was $136,725 and $103,821, respectively. Following the termination of the SAFE, the amount previously recorded under the SAFE was reclassified, and the intellectual property associated with the CHRS is now fully owned and recognized as a long-term intangible asset on HNO International, Inc.'s balance sheet. This long-term asset is solely the intellectual property associated with the CHRS and does not include any physical equipment.

Amortization

The intellectual property associated with the CHRS is being amortized over a useful life of five 5 years, beginning on December 6, 2023. The amortization expense for the year ended October 31, 2024 is $24,699, recognizing the straight-line amortization of the asset over the remaining useful life.

Schedule of amortization expense
	Useful Life (years)		October 31, 2024			October 31, 2023
Long term asset		5	$	136,725		$	103,821
Less: Accumulated amortization				(24,699	)		—
Long term asset, net			$	112,026		$	103,821

NOTE 12 – TERMINATION OF PATENT AGREEMENT

Patent Purchase Agreement

On January 24, 2023, the Company entered into a Patent Purchase Agreement with Donald Owens, the Company's Chairman of the Board of Directors, 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.

F-20

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 is attached to this Form 10-K as Exhibit 10.27 incorporated herein by reference.

NOTE 13 – TERMINATION OF PROPERTY ACQUISITION AGREEMENT

On August 28, 2023, the Company entered into a Purchase and Sale Agreement (the “PSA”) with TCF Elrod, LLC. Pursuant to the PSA, the Company agreed to purchase property located in Harris County, Texas, including real property, improvements, development rights, and a lease. The purchase price for the property was $10,800,000. The Company paid a non-refundable earnest money deposit of $100,000, which was applied towards the purchase price of the sale proceeds as planned.

Specific conditions in the PSA were not met, the Company chose to exercise its right to terminate the PSA. Consequently, TCF Elrod, LLC refunded the $100,000 earnest money deposit to the Company on December 4, 2023.

NOTE 14 – SUBSEQUENT EVENTS

Subsequent events have been evaluated through March 20, 2025, which represents the date the financial statements were available to be issued, and no events, other than discussed below have occurred through that date that would impact the financial statements.

Common Stock Issued

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 4,162,626 shares of its common stock, $0.001 par value per share (“common stock”), for a cash purchase price of $475,000. The Company issued 11,111 shares on November 15, 2024, 9,091 shares on December 5, 2024, 9,091 shares on January 7, 2025, 1,500,000 shares on February 19, 2025, 125,000 shares on February 26, 2025, 500,000 shares on February 28, 2025, 75,000 shares on March 3, 2025, 1,333,333 shares on March 10, 2025, 300,000 shares on March 12, 2025, 250,000 shares on March 14, 2025 and 50,000 shares on March 17, 2025. as ‘restricted securities’ under Rule 144 of the Securities Act. The proceeds from the sale of common stock will be used for operating capital.

The Company’s Board of Directors approved the issuance of 16,125,000 shares of common stock subsequent to the year ended October 31, 2024, in exchange for services rendered. These shares were issued as “restricted securities” under Rule 144 and were made in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Extension of Promissory Notes

On December 19, 2024, the Company, entered into an Extension to Promissory Note (the "1^stExtension") with HNO Green Fuels, Inc., a Nevada corporation (“HNOGF”), pursuant to the terms set forth in the 1^st Extension. The 1^st Extension amends the Promissory Note issued on December 1, 2021, extending the Maturity Date of December 31, 2024 to December 31, 2025.

On December 19, 2024, the Company entered into an Extension to Promissory Note (the "2^nd Extension") with HNOGF, pursuant to the terms set forth in the 2^nd Extension. The 2^nd Extension amends the Promissory Note issued on September 29, 2022, extending the Maturity Date of December 31, 2024 to December 31, 2025.

On December 19, 2024, the Company entered into an Extension to Promissory Note (the "3^rd Extension") with HNOGF, pursuant to the terms set forth in the 3^rd Extension. The 3^rd Extension amends the Promissory Note issued on October 20, 2022, extending the Maturity Date of December 31, 2024 to December 31, 2025.

On December 19, 2024, the Company entered into an Extension to Promissory Note (the "4^th Extension") with HNOGF, pursuant to the terms set forth in the 4^th Extension. The 4^th Extension amends the Promissory Note issued on March 1, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.

On December 19, 2024, the Company entered into an Extension to Promissory Note (the "5^th Extension") with HNOGF, pursuant to the terms set forth in the 5^th Extension. The 5^th Extension amends the Promissory Note issued on March 8, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.

F-21

On December 19, 2024, the Company entered into an Extension to Promissory Note (the "6^th Extension") with HNOGF, pursuant to the terms set forth in the 6^th Extension. The 6^th Extension amends the Promissory Note issued on March 23, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.

On December 19, 2024, the Company entered into an Extension to Promissory Note (the "7^th Extension") with HNOGF, pursuant to the terms set forth in the 7^th Extension. The 7^th Extension amends the Promissory Note issued on April 3, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.

On December 19, 2024, the Company entered into an Extension to Promissory Note (the "8^th Extension") with HNOGF, pursuant to the terms set forth in the 8^th Extension. The 8^th Extension amends the Promissory Note issued on April 13, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.

On December 19, 2024, the Company entered into an Extension to Promissory Note (the "9^th Extension") with HNOGF, pursuant to the terms set forth in the 9^th Extension. The 9^th Extension amends the Promissory Note issued on April 17, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.

Share Exchange Agreements

On January 2, 2025, the Company entered into a Share Exchange Agreement with Donald Owens, the Company’s CEO and Chairman. Pursuant to the agreement, Mr. Owens exchanged 245,000,000 shares of the Company’s common stock for 245,000 shares of newly designated Series B Convertible Preferred Stock (the “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 him.

On January 2, 2025, the Company entered into a Share Exchange Agreement with HNO Green Fuels, Inc. Pursuant to the agreement, HNO Green Fuels, Inc. 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.

Designation of Series B Preferred Stock

On January 2, 2025, in connection with the Share Exchange Agreements, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the “Designation”) with the Nevada Secretary of State that has the effect of designating 500,000 shares of preferred stock, par value $0.001, as Series B Preferred Stock.

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 12. A copy of the Termination Agreement is attached to this Form 10-K as Exhibit 10.27 incorporated herein by reference.

F-22

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being October 31, 2024. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Treasurer (who serves as our Principal Financial and Accounting Officer).

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Treasurer (who serves as our Principal Financial and Accounting Officer), to allow timely decisions regarding required disclosure.

Based upon that evaluation, including our Chief Executive Officer and Treasurer (who serves as our Principal Financial and Accounting Officer), we have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report for the reasons discussed below.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of October 31, 2024 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013). As a result of this assessment, management concluded that, as of October 31, 2024, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our 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 US GAAP and SEC guidelines.

Our management has concluded that in light of the accounting errors described in Note 2 to the notes to the financial statements included herein, a material weakness exists in our internal control over financial reporting as of October 31, 2023. As a result, management concluded that our internal control over financial reporting was not effective as of October 31, 2023 at a reasonable assurance level.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending October 31, 2025: (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 in (i) and (ii) 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.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting, which are included within disclosure controls and procedures, that occurred during our fiscal quarter ended October 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. 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 October 31, 2024.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Our bylaws state the number of the directors of the Company shall be determined by resolution of the Board of Directors. The Board of Directors currently consists of three directors who are expected to hold office until our next meeting of the shareholders. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified, or his earlier death, resignation or removal. Officers are elected by and serve at the discretion of the Board of Directors.

The following table sets forth information regarding our executive officers, directors and significant employees, including their ages as of the date of this Report:

The names of our director and executive officers as of the date of this Report, their respective ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.

Name	Age	Position	Term in Office
Donald Owens	71	President, Chief Executive Officer and Secretary	November 20, 2024 to present

Hossein Haririnia	71	Treasurer (who serves as our Principal Financial and Accounting Officer) and Director	Treasurer from August 22, 2022 to present Director from December 22, 2022 to present
Donald Owens	71	Chairman of the Board of Directors	April 30, 2021 to present
William Parker	59	Director	December 22, 2022 to present

Professional Experience

The biographies of each executive officer below contain information regarding the person’s service as an executive officer, business experience, director positions held currently or at any time during the last five years, and information regarding involvement in certain legal or administrative proceedings, if applicable.

A description of the principal occupation for the past five years and summary of the experience of the directors and officers of the Company is as follows:

Donald Owens – CEO, President and Chairman of the Board of Directors

Donald Owens founded HNO Green Fuels, Inc. on June 5, 2011, and has been serving as its Chairman and President from June 2011 to the present. As Chairman and President of HNO Green Fuels, Inc. Mr. Owens creating a customized hydrogen solution for reducing emissions in internal combustion engines and secured 19 US patents and 3 International Patents for this technology. HNO Green Fuels, Inc. is an affiliate of HNO International, Inc. Mr. Owens, appointed Chairman of the Board of Directors of HNO International, Inc. on April 30, 2021, continues to actively serve in this capacity.

Previously, in the late 1990s, Mr. Owens’ was Chairman and CEO of Business Internet Systems. In July 1998, he launched a first-of-a-kind online platform that serviced the major business card printing needs of the US Congress, Branches of The Executive Office, and The Department of State. He was also actively involved in early web and networked database optimization for massive clients such as the US Census Bureau. He began his career in 1985 as a patent attorney for Western Electric and Bell Labs after attaining his law degree from Georgetown University. He received an engineering degree at General Motors Institute (now Kettering University).

Hossein Haririnia - MBA, CPA, CGFM – Treasurer (who serves as our Principal Financial and Accounting Officer) and Director

Hossein Haririnia has overseen the financial functions of HNO International, Inc. since October 2021. On August 22, 2022 he was appointed Treasurer (who serves as our Principal Financial and Accounting Officer) and on December 22, 2022 he was appointed as a member of the board of directors. In his current capacity he provides technical assistance to the President on corporate-level decision-making. Before that, as a Treasurer (who serves as our Principal Financial and Accounting Officer), he managed financials for for-profit and nonprofit organizations. He also assisted in budget and cost proposal presentations for companies in countries, including Iran, Turkey, Dubai, Azerbaijan, and China.

Mr. Haririnia has managed multi-million dollar budget preparations for government entities such as NASA, the US Department of Labor (DOL), and the US Department of Transportation (DOT). He has supervised a team of accounting staff and has served as an auditor and fraud examiner.

William Parker – Director

William Parker has spent 28 years in the ATM industry with vast ATM technology knowledge and IT/Communications experience it totals over 39 years combined. After attending The University of the District of Columbia on an athletic scholarship majoring in Electronic/ Computer Engineering, he continued his education at an Electronic Technology Certified School developed by George Washington University (TEC – Technical Education Center). As the Principal and Co-Founder of Alliant ATM Services (May 2, 2002 to present), Mr. Parker oversees the business operations of the company and is responsible for the ATM Service & Maintenance division, business development and project installation scheduling and coordination. Alliant ATM Services, is a certified minority-owned Corporation located in Annapolis, MD that specialize in the placement, installation, service and sell of cash dispensing Automated Teller Machines (ATMs) as well as Merchant Credit Card Services in the Washington DC Metropolitan Area. Alliant ATM Services is built on a solid foundation of vision, integrity, and honesty and is an Independent Sales Organization (ISO/ESO) and recently has become partnering agents with Alliant Merchant Services. William brings his tireless drive and work ethic to the business creating both opportunity and vision.

Term of Office

Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year until the meeting of the Board following the annual meeting of shareholders and until their successors have been elected and qualified.

Legal Proceedings

During the past ten years there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors or executive officers, and none of these persons has been involved in any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, or any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Family Relationships

There are no family relationships between any of our directors and executive officers.

Significant Employees

We do not have any significant employees other than our current executive officers named in this Report.

Board Leadership Structure and Risk Oversight

The Board oversees our business and considers the risks associated with our business strategy and decisions. The Board currently implements its risk oversight function as a whole. Each of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.

Committees

Our board of directors has not yet established any committees.

Code of Business Conduct and Ethics

Our Board plans to adopt a written code of business conduct and ethics (the “Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

ITEM 11. EXECUTIVE COMPENSATION.

The table below summarizes all compensation paid to our named executive officers for the years ended October 31, 2024 and October 31, 2023.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
Paul Mueller, Former President, CEO and Secretary⁽¹⁾⁽⁵⁾ Year Ended October 31, 2024	121,000	-	121,000
Year Ended October 31, 2023	125,000	57,500	182,500
Hossein Haririnia, Treasurer and Director⁽¹⁾⁽⁴⁾ Year Ended October 31, 2024	189,750	-	189,750
Year Ended October 31, 2023	170,500	57,500	228,000
Donald Owens President, CEO, Secretary and Chairman of the Board of Directors ^(2)(3)(5) Year Ended October 31, 2024	-	-	-
Year Ended October 31, 2023	-	-	-

⁽¹⁾

On August 22, 2022, we accepted the resignations from Wilhelm Cashen as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and member of the Board of Directors. Effective on the same date to fill the vacancies created by Mr. Cashen’s resignations, we appointed Paul Mueller as our President, Chief Executive Officer and Secretary. Also, on this date, Hossein Haririnia was appointed Treasurer (who serves as our Principal Financial and Accounting Officer).

⁽²⁾

On December 1, 2021, we accepted the resignation from Donald Owens as our President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary.

⁽³⁾

On April 30, 2021, we accepted the resignation from Douglas Anderson as our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors. Effective on the same date to fill the vacancies created by Mr. Anderson’s resignations, we appointed Donald Owens as our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors.

	⁽⁴⁾	On December 22, 2022, the Board of Directors appointed Hossein Haririnia to the Board of Directors effective as of December 22, 2022.
	⁽⁵⁾	On November 20, 2024, we accepted the resignation from Paul Mueller as our President, Chief Executive Officer and Secretary. Effective on the same date to fill the vacancies created by Mr. Mueller’s resignation, the Company appointed Donald Owens, Chairman of the Board of Directors, as the Company’s Chief Executive Officer, President and Secretary.

Director Compensation

The table below summarizes all compensation paid to our directors who are not also named executive officers for the years ended October 31, 2024 and October 31, 2023.

Name

Fees Earned or Paid in Cash

($)

Stock Awards

($)

Total

($)

William Parker

Director

Year Ended October 31, 2024

Year Ended October 31, 2023

23,000

Equity Awards

As of October 31, 2024, there were no outstanding equity awards.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of March 17, 2025, as to shares of our shares of common stock beneficially owned by: (1) each person who is known by us to own beneficially more than 5% of the 85,085,491 (79,725,491 common plus 5,000,000 series a preferred and 360,000 series b preferred) shares. The table includes preferred stock that is convertible into common stock and information as to the ownership of our stock by each of its directors, named executive officers, and executive officers and by the directors and executive officers as a group. There were no stock options outstanding as of March 19, 2025. Except as otherwise indicated, all shares are owned directly, and the persons named in the table have sole voting and investment power with respect to shares shown as beneficially owned by them.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Name and Address ⁽¹⁾

Number of Shares Beneficially Owned

Class

Percentage of Class ⁽²⁾

Officers and Directors

Donald Owens

CEO, President, Secretary and Chairman of the Board of Directors

30,000,000

5,000,000

245,000

Common Stock

Series A Preferred Stock

Series B Preferred Stock

37.76%

100%

68.00%

Hossein Haririnia

Treasurer (who serves as our Principal Financial and Accounting Officer) and Director

12,450,000

-0-

Common Stock

Series A Preferred Stock

15.61%

William Parker

Director

7,100,000

-0-

Common Stock

Series A Preferred Stock

8.9%

All Named Executive Officers, Executive Officers and Directors as a Group
(3 persons)

49,550,000

5,000,000

245,000

Common Stock

Series A Preferred Stock

Series B Preferred Stock

62.27%

100%

68.00%

5% Principal Stockholders

HNO Green Fuels, Inc. ⁽³⁾

-0-

115,000

Common Stock

Series B Preferred Stock

32.00%

* Less than 1%

⁽¹⁾

Unless otherwise noted, the address of the reporting person is c/o HNO International, Inc., 41558 Eastman Drive, Suite B, Murrieta, CA 92562.

⁽²⁾

Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this report.

⁽³⁾

Address: 42309 Winchester Road, Temecula, CA 92590. Donald Owens has voting and dispositive control over HNO Green Fuels, Inc.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

Notes Payable, Related Party

On November 19, 2021, we issued a note payable in the amount of $20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of December 19, 2022. The Company agreed to issue 20,000,000 shares of its common stock for settlement of the $20,000 note payable dated November 19, 2021 to HNO Green Fuels. The note matured on December 19, 2022 and was settled in full on December 26, 2022 with the issuance of these shares. The shares are ‘restricted securities’ under Rule 144 and the issuance of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended.

On December 1, 2021, the Company issued a note payable in the amount of $500,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum. During the year ended October 31, 2023, $65,000 of principal was repaid. At October 31, 2023, there is $435,000 of principal and $19,199 of accrued interest due on this note. This note had a maturity date of January 1, 2023.

Extension of Promissory Notes:

Director Independence

We use the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

the director is, or at any time during the past three years was, an employee of the Company;

the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service);

the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the Company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions;

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit.

Under such definitions, we have no independent directors. However, our Common Stock is not currently quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, we are not subject to any director independence requirements.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Fees related to services performed by Barton CPA and BF Borgers CPA PC for the years ended October 31, 2024 and 2023, respectively, were as follows:

	2024		2023
Audit-Related Fees		$25,000	$	85,000
Tax Fees		0		0
All Other Fees		1,590		1,454
Total		$ 26,590	$	86,454

Pre-Approval Policies

The Board's policy is to pre-approve all audit services and all non-audit services before they commence, including the fees and terms thereof, to be provided by our independent auditor. All of the services provided during the fiscal year ended October 31, 2024 were pre-approved. No audit, review or attest services were approved in accordance with Section 2-01(c)(7)(i)(C) of Regulation S-X during the fiscal year ended October 31, 2024.

During the approval process, the Board considered the impact of the types of services and the related fees on the independence of the independent registered public accounting firm. The services and fees were deemed compatible with the maintenance of that firm's independence, including compliance with rules and regulations of the SEC. Throughout the year, the Board will review any revisions to the estimates of audit fees initially estimated for the engagement.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a. The following documents are filed as part of this annual report on Form 10-K:

1. FINANCIAL STATEMENTS

The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Audited Balance Sheets on October 31, 2024 and 2023, as restated

Audited Statements of Operations for the years ended October 31, 2024 and 2023, as restated

Audited Statement of Stockholders' Deficit for the years ended October 31, 2024 and 2023, as restated

Audited Statements of Cash Flows for the years ended October 31, 2024 and 2023, as restated

Notes to Audited Financial Statements

2. FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

3. EXHIBITS

The exhibits listed below are filed with or incorporated by reference in this annual report on Form 10-K.

Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
3.1	Articles of Incorporation filed May 2, 2005	S-1	333-275193	3.1	10/27/23
3.2	Certificate of Amendment filed March 5, 2009	S-1	333-275193	3.2	10/27/23
3.3	Certificate of Change filed March 5, 2009	S-1	333-275193	3.3	10/27/23
3.4	Certificate of Amendment filed April 8, 2010	S-1	333-275193	3.4	10/27/23
3.5	Certificate of Amendment filed June 4, 2020	S-1	333-275193	3.5	10/27/23
3.6	Certificate of Amendment filed August 31, 2021	S-1	333-275193	3.6	10/27/23
3.7	Certificate of Amendment filed January 6, 2023	S-1	333-275193	3.7	10/27/23
3.8	Certificate of Designation (Series A Preferred Stock) filed October 14, 2019	S-1	333-275193	3.8	10/27/23
3.9	Amendment to Certificate of Designation (Series A Preferred Stock) filed November 10, 2021	S-1	333-275193	3.9	10/27/23
3.10	Amended and Restated Bylaws	1-A	024-12194	1A-2B	4/14/23
3.11	Certificate of Designation (Series B Preferred Stock) filed January 2, 2025	8-K	000-56568	3.1	1/3/25
10.1	Patent Purchase Agreement dated January 24, 2023	1-A	000-56568	1A-6	4/14/23
10.2	Purchase and Sale Agreement with TCF Elrod, LLC dated August 28, 2023	10-Q	000-56568	10.2	9/14/23
10.3	Equity Financing Agreement with GHS dated October 9, 2023	S-1/A	333-275193	10.3	10/27/23
10.4	Registration Rights Agreement with GHS dated October 9, 2023	S-1/A	333-275193	10.4	10/27/23
10.5	Promissory Note, dated December 1, 2021, between HNO International, Inc. and HNO Green Fuels, Inc.	S-1/A	333-275193	10.5	12/19/23
10.6	Promissory Note, dated May 31, 2022, between HNO International, Inc. and HNO Green Fuels, Inc.	S-1/A	333-275193	10.6	12/19/23
10.7	Promissory Note, dated September 29, 2022, between HNO International, Inc. and HNO Green Fuels, Inc.	S-1/A	333-275193	10.7	12/19/23
10.8	Promissory Note, dated October 20, 2022, between HNO International, Inc. and HNO Green Fuels, Inc.	S-1/A	333-275193	10.8	12/19/23
10.9	Promissory Note, dated March 1, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.	S-1/A	333-275193	10.9	12/19/23
10.10	Promissory Note, dated March 8, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.	S-1/A	333-275193	10.10	12/19/23
10.11	Promissory Note, dated March 23, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.	S-1/A	333-275193	10.11	12/19/23
10.12	Promissory Note, dated April 3, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.	S-1/A	333-275193	10.12	12/19/23
10.13	Promissory Note, dated April 13, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.	S-1/A	333-275193	10.13	12/19/23
10.14	Promissory Note, dated April 17, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.	S-1/A	333-275193	10.14	12/19/23
10.15	Extension to Promissory Note, dated December 1, 2021, between HNO International, Inc. and HNO Green Fuels, Inc. - Executed January 17, 2024	8-K	000-56568	99.1	1/23/24

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed

Herewith

10.16

Extension to Promissory Note, dated September 29, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. - Executed January 17, 2024

8-K

000-56568

99.2

1/23/24

10.17

Extension to Promissory Note, dated October 20, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. - Executed January 17, 2024

8-K

000-56568

99.3

1/23/24

10.18

Extension to Promissory Note, dated December 19, 2024 for Note Issued December 1, 2021, between HNO International, Inc. and HNO Green Fuels, Inc.

8-K

000-56568

99.1

12/20/24

10.19

Extension to Promissory Note, dated December 19, 2024 for Note Issued September 29, 2022, between HNO International, Inc. and HNO Green Fuels, Inc.

8-K

000-56568

99.2

12/20/24

10.20

Extension to Promissory Note, dated December 19, 2024 for Note Issued October 20, 2022, between HNO International, Inc. and HNO Green Fuels, Inc.

8-K

000-56568

99.3

12/20/24

10.21

Extension to Promissory Note, dated December 19, 2024 for Note Issued March 1, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.

8-K

000-56568

99.4

12/20/24

10.22

Extension to Promissory Note, dated December 19, 2024 for Note Issued March 8, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.

8-K

000-56568

99.5

12/20/24

10.23

Extension to Promissory Note, dated December 19, 2024 for Note Issued March 23, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.

8-K

000-56568

99.6

12/20/24

10.24

Extension to Promissory Note, dated December 19, 2024 for Note Issued April 3, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.

8-K

000-56568

99.7

12/20/24

10.25

Extension to Promissory Note, dated December 19, 2024 for Note Issued April 13, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.

8-K

000-56568

99.8

12/20/24

10.26

Extension to Promissory Note, dated December 19, 2024 for Note Issued April 17, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.

8-K

000-56568

99.9

12/20/24

10.27

Termination Agreement, dated March 13, 2025, relating to the patent purchase agreement dated January 24, 2023

10-K

000-56568

10.27

3/20/25

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 its 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 in Inline XBRL, and included in exhibit 101).

* Furnished, not filed.

ITEM 16. FORM 10-K SUMMARY.

None.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	HNO INTERNATIONAL, INC.

Dated: June 26, 2025	By: /s/ Donald Owens Name: Donald Owens Title: President and Chief Executive Officer (Principal Executive Officer)

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

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

SIGNATURE	TITLE	DATE


By: /s/ Donald Owens Donald Owens	President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	June 26, 2025

By: /s/ Hossein Haririnia Hossein Haririnia	Treasurer and Director (Principal Financial and Accounting Officer)	June 26, 2025

By: /s/ William Parker William Parker	Director	June 26, 2025