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SUBSEQUENT EVENTS
12 Months Ended
Oct. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

Subsequent events have been evaluated through September 19, 2025, which represents the date the financial statements were issued, and no events, other than discussed below have occurred through that date that would impact the financial statements.

 

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 19,402,626 shares of its common stock, $0.001 par value per share (“common stock”), for a cash purchase price of $986,500. The Company issued 11,111 shares on November 15, 2024, 9,091 shares on December 5, 2024, 9,091 shares on January 7, 2025, 1,500,000 shares on February 19, 2025, 125,000 shares on February 26, 2025, 500,000 shares on February 28, 2025, 75,000 shares on March 3, 2025, 1,333,333 shares on March 10, 2025, 300,000 shares on March 12, 2025, 250,000 shares on March 14, 2025 and 50,000 shares on March 17, 2025, 350,000 shares on March 21, 2025, 75,000 shares on March 27, 2025, 500,000 shares on May 13, 2025, 1,000,000 shares on May 23, 2025, 400,000 shares on May 30, 2025, 300,000 shares on June 2, 2025, 1,000,000 on June 5, 2025, 2,040,000 shares on June 18, 2025, 1,000,000 on June 30, 2025, 1,000,000 on July 3, 2025, 1,000,000 shares on July 7, 2025, 50,000 shares on July 10, 2025, 100,000 shares on July 23, 2025,4,800,000 on July 30, 2025, 1,000,000 shares on August 13, 2025 and 625,000 on September 5, 2025 as ‘restricted securities’ under Rule 144 of the Securities Act. The proceeds from the sale of common stock will be used for operating capital.

 

The Company’s Board of Directors approved the issuance of 18,705,000 shares of common stock subsequent to the year ended October 31, 2024, in exchange for services 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 "1st Extension") with HNO Green Fuels, Inc., a Nevada corporation (“HNOGF”), pursuant to the terms set forth in the 1st Extension. The 1st 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 "2nd Extension") with HNOGF, pursuant to the terms set forth in the 2nd Extension. The 2nd 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 "3rd Extension") with HNOGF, pursuant to the terms set forth in the 3rd Extension. The 3rd 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 "4th Extension") with HNOGF, pursuant to the terms set forth in the 4th Extension. The 4th 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 "5th Extension") with HNOGF, pursuant to the terms set forth in the 5th Extension. The 5th Extension amends the Promissory Note issued on March 8, 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 "6th Extension") with HNOGF, pursuant to the terms set forth in the 6th Extension. The 6th 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 "7th Extension") with HNOGF, pursuant to the terms set forth in the 7th Extension. The 7th 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 "8th Extension") with HNOGF, pursuant to the terms set forth in the 8th Extension. The 8th 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 "9th Extension") with HNOGF, pursuant to the terms set forth in the 9th Extension. The 9th 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.