Heavy losses and funding needs at HNO International (OTC: HNOI) despite hydrogen growth plans
Rhea-AI Filing Summary
HNO International, Inc. (HNOI) filed its annual report describing a small, early‑stage green hydrogen business with significant losses and funding needs. The company develops solar/hydrogen micro‑grids, compact hydrogen refueling stations, scalable hydrogen production platforms, and hydrogen engine‑cleaning equipment.
For the year ended October 31, 2025, HNOI generated revenue of $65,561, up from $4,241 in 2024, mainly from facilitating delivery of hydrogen equipment and integration support. The company recorded a net loss of $6,615,496, compared with a $3,338,590 loss in 2024, driven largely by $5,333,937 of stock‑based compensation and other operating expenses.
Cash was $9,525 as of October 31, 2025, and auditors highlighted substantial doubt about HNOI’s ability to continue as a going concern due to recurring losses and an accumulated deficit of $52,050,190. HNOI is building a hydrogen production facility in Katy, Texas, designed for up to 1,000 kilograms per day and estimates potential revenue of about $2,555,000 over 12 months at full utilization once commercial operations begin, which it currently targets for early 2026. The company operates from a 5,000 square foot facility in Murrieta, California, has leased but not yet occupied the Katy facility, and had two full‑time employees at year‑end. Its common stock trades on the OTC Markets Pink Sheets, with 101,821,989 shares outstanding as of February 5, 2026, no dividends, and extensive risk disclosures around going concern, competition, regulation, and substantial potential dilution from future equity raises.
Positive
- None.
Negative
- Substantial going concern risk: 2025 net loss of $6,615,496, cash of $9,525 at October 31, 2025, and an accumulated deficit of $52,050,190 led management and auditors to conclude there is substantial doubt about the company’s ability to continue as a going concern.
- High dilution and penny-stock risk: The company depends on frequent equity sales under Regulation D, has 101,821,989 common shares outstanding, trades on OTC Pink as a penny stock, and warns that future capital raises could significantly dilute existing stockholders.
Insights
HNOI shows minimal revenue, heavy losses, and acute funding risk despite growth plans.
HNO International reports 2025 revenue of
Liquidity appears strained: cash was
The planned Katy, Texas hydrogen facility, designed for up to 1,000 kilograms per day, underpins an internal revenue estimate of about
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the fiscal year ended
Commission File Number:
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered
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(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.
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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.
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Documents incorporated by reference: None.
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TABLE OF CONTENTS
| PART I | Page | |
| Item 1. | Business | 5 |
| Item 1A. | Risk Factors | 10 |
| Item 1B. | Unresolved Staff Comments | 20 |
| Item 1C. | Cybersecurity | 20 |
| Item 2. | Properties | 20 |
| Item 3. | Legal Proceedings | 20 |
| Item 4. | Mine Safety Disclosures | 21 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 21 |
| Item 6. | [Reserved] | 22 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 25 |
| Item 8. | Financial Statements and Supplementary Data | 25 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 27 |
| Item 9A. | Controls and Procedures | 27 |
| Item 9B. | Other Information | 28 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 28 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 28 |
| Item 11. | Executive Compensation | 30 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 31 |
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 32 |
| Item 14. | Principal Accountant Fees and Services | 33 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 34 |
| Item 16. | Form 10-K Summary | 36 |
| Signatures | 37 |
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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.
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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. |
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:
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Solar/hydrogen powered micro-grids designed to provide power to a specific industrial development or residential community, for example, independent of the legacy power grid.
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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.
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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.
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| • | 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. |
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Our Products
We have four products that we offer for sale, all of which are commercially available. Our current products are described below.
HyGridTM System. Our HyGridTM System is a solar/hydrogen powered micro-power grid designed to provide power to a specific industrial development or residential community, for example, independent of the legacy power grid. The adjacent graphic illustrates the base design of our HyGridTM System.
There is a growing demand for micro-power grids that operate independent of the legacy power grid. The HyGridTM System is a solar/hydrogen powered micro-grid designed to provide power to a specific industrial development or residential community, for example. We believe that our HyGridTM System offers a cost-effective solution to potential customers, including real estate subdivisions and industrial developments. Each HyGridTM System will cost approximately $2,500,000 for us to construct on behalf of a customer at the customer’s location – we would retain ownership of each HyGridTM System. Once completed, we will enter into a power purchase agreement with the customer, by which we will generate revenue.
Compact Hydrogen Refueling Station. Our Compact Hydrogen Refueling Station (CHRS) product offers a cost-effective solution for rapidly deploying hydrogen production in the 50 KG to 200 KG per day range. The CHRS System has a dispensing system that can be adapted for vehicles (trucks, buses, etc.), warehouse equipment (forklifts) or other fuel cell applications, including power generation. 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 CHRS System, each of which is to be sold at a price of $375,000, seeks to solve these problems and address market demand. We are marketing this product to customers for delivery to customers in the first quarter of 2026.
Scalable Hydrogen Energy Platform. Our 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. Our SHEP System is capable of producing hydrogen at rates from 100 Kilograms per day to over 2,000 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 are currently developing a containerized version of the SHEP system.
Hydrogen Carbon Cleaner. Our Hydrogen Carbon Cleaner (HCC) is a device used to clean carbon deposits from internal combustion engines. After demonstrating the technology with our prototype to prospective customers, any resulting orders for an HCC device would be delivered within 60 days.
Hydrogen Production Facility. The Company plans to develop a hydrogen production facility designed to produce up to 1,000 kilograms of hydrogen per day. The facility is intended to be located at a leased industrial site in Katy, Texas, which is subject to completion of landlord construction and build-out. As of October 31, 2025, the Company had not commenced occupancy of the facility, and hydrogen production activities had not begun.
During 2025, the Company obtained approximately $250,000 needed to complete this project. Following a brief pre-start-up interruption in September 2025, the Company has continued pre-operational activities and currently expects the facility to commence full-scale commercial production of hydrogen in early 2026. Based on current assumptions, the Company estimates revenues of approximately $2,555,000 over the next 12 months [1,000 kg of hydrogen produced per day without interruption multiplied by an expected average sale price of $7.00 per kg would yield daily revenues of approximately $7,000; $7,000 in daily revenues multiplied by 365 days yields a total revenues of approximately $2,555,000 in revenues].
The Company has also identified a second location for hydrogen production in Lancaster, California; no prediction as to if and when we will be able to construct such facility, due to our lack of capital. There is no assurance that we will be able to obtain such needed capital.
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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.
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 adoption of FCEVs is expected to increase over time as advancements in hydrogen technology, infrastructure development, and regulatory support continue. Growth in hydrogen production capacity is generally correlated with increased deployment of hydrogen-powered vehicles and related applications.
Factors supporting potential growth in FCEV adoption include 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, the pace and scale of FCEV adoption 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:
| 1. | 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. |
| 2. | 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. |
| 3. | Complexity: Hydrogen fueling stations are complex systems that require specialized knowledge and training to operate and maintain. |
| 4. | Safety concerns: Hydrogen is a highly flammable gas, and there are concerns about the safety of storing and dispensing it at refueling stations. |
| 5. | 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. |
| 6. | 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. |
| 7. | 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. |
| 8. | 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. |
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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.
Our Unique Solutions
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 as a fuel.
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, more cost-effective, 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 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 is currently used for Internal Combustion Engine (“ICE”) decarbonization and maintenance prevention market through manufacturing hydrogen carbon cleaning equipment for engine service providers.
We have been actively developing and integrating hydrogen technologies that can effectively reduce diesel engine emissions and maintenance requirements. By using hydrogen for cleaning existing engines, 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.
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Corporate Growth Strategy
Our growth strategy focuses on monetizing our current products, as well as 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 hydrogen production 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 hydrogen, both of which carry a significant residual carbon footprint.
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 a lower 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 compete 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.
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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
The global market for hydrogen consumption is expected to grow over time as governments, utilities, and industrial users pursue decarbonization initiatives and alternative energy solutions. The Company is focused on developing and deploying small- to medium-scale green hydrogen production, storage, and dispensing systems intended to support anticipated demand for hydrogen-based energy applications.
Properties
We operate out of an approximately 5,000 square foot facility in Murrieta, California, which management believes is sufficient to meet its current operational needs.
In addition, the Company has entered into a lease agreement for an approximately 25,000 square foot industrial facility located in Katy, Texas. The leased facility is intended to support future hydrogen production operations. The commencement of the lease and the Company’s occupancy of the facility are subject to completion of landlord construction and build-out. As of October 31, 2025, construction had not been completed, the Company had not taken possession of the facility, and no operations had commenced at the location.
Employees
As of October 31, 2025, we had two full-time employees, our two executive officers, and no part-time employees.
Environmental Consideration
Our operations post a limited 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 in an environmentally conscious manner.
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 HNO International, Inc. 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.
We have concluded that conditions and events raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least 12 months from the date the financial statements are issued. Management considered, among other factors, the Company’s accumulated deficit, history of operating losses, the excess of liabilities over assets, and the Company’s dependence on obtaining additional financing to meet its obligations as they become due. If we are unable to continue as a going concern, we may be forced to significantly curtail or cease operations, and investors could lose all or a portion of their investment.
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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, 2025, our total revenue was $65,561, and we had a net loss of $6,615,496. During the year ended October 31, 2024, our total revenue was $4,241, and we had a net loss of $3,338,590.
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.
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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 and Chief Executive Officer, Donald Owens, is the sole holder of our Series A Preferred Stock and, along with his ownership of 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 and Chief Executive Officer, 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 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.
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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.
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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.
We have 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 significant changes in corporate governance practices of public companies, which increase our ongoing compliance costs and make certain activities more time-consuming and costly. As a public company, these rules and regulations may also 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 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 obtain and deploy the equipment required for such projects. Demand for such equipment by external customers may concurrently affect our ability to meet the internal requirements for 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.
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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.
Dependence on Key Suppliers and Domestic Content Requirements Could Adversely Affect Our Business
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 may 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.
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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. 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 engage in environmentally regulated energy infrastructure activities 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 engage in environmentally regulated energy infrastructure activities that could operate a mining excavation operation. If this source of funding is unavailable to us, our growth may be limited, and our operating profit may be impaired.
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.
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; |
| · | 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. |
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.
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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
Future capital raises necessary to fund our operations will dilute existing stockholders, possibly substantially.
Our limited cash resources and ongoing operating losses require us to raise substantial additional capital to continue operations and execute our business plan. As of October 31, 2025, we had cash of only $9,525 and an accumulated deficit of $52,050,190. We will need to raise significant capital through sales of equity securities, which will dilute existing stockholders' ownership interests and may dilute the value of their investment.
We expect to need substantially more capital to fund our operations and growth initiatives, including the development and deployment of our hydrogen production facilities. Such capital raises may occur at prices at or below the then-current market price of our common stock, resulting in substantial dilution to existing stockholders.
The amount of dilution will depend on several factors, including the amount of capital we need to raise, the timing of such capital raises, the market price of our common stock at the time of any financing, and the terms we are able to negotiate with investors. Given our financial condition and capital requirements, investors should expect significant dilution to their ownership percentage. There is no assurance that we will be able to raise capital on terms acceptable to us, or at all, and failure to obtain such capital would have a material adverse effect on our business and could force us to curtail or cease operations
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.
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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 potential effects of future health pandemics and related 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; | |
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| · | 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, including shares that are eligible for exchange.
Our board of directors is authorized, without your approval, to cause us to issue additional Common Stock to raise capital through the issuance of Common Stock (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 fluctuate 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; |
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| 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 1C. CYBERSECURITY
ITEM 2. PROPERTIES.
We operate out of an approximately 5,000 square foot facility in Murrieta, California. We believe this facility is sufficient to meet our current and near-term operational needs.
In addition, the Company has entered into a lease agreement for an approximately 25,000 square foot industrial facility located in Katy, Texas. The leased facility is intended to support future hydrogen production operations. The commencement of the lease and the Company’s occupancy of the facility are subject to completion of landlord construction and build-out. As of October 31, 2025, construction had not been completed, the Company had not taken possession of the facility, and no operations had commenced at the location.
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.
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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 Sheets 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, 2025: | High | Low | ||||||
| First Quarter | $ | 1.16 | $ | 0.98 | ||||
| Second Quarter | $ | 0.96 | $ | 0.83 | ||||
| Third Quarter | $ | 0.57 | $ | 0.49 | ||||
| Fourth Quarter | $ | 0.48 | $ | 0.42 | ||||
| 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 | ||||
Holders of Our Common Stock
As of February 6, 2026, there were approximately 687 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, 2025:
| 21 |
| Date | Name | Consideration | Securities | Exemption from Registration |
| 11/13/2024 | Grishmeshwar Prasad Sinha | Cash | 11,111 | Rule 506 (b) of Regulation D |
| 12/5/2024 | Dharunkumar Sadasivam | Cash | 9,091 | Rule 506 (b) of Regulation D |
| 1/7/2025 | Dharunkumar Sadasivam | Cash | 9,091 | Rule 506 (b) of Regulation D |
| 2/18/2025 | John Michael Mosby | Cash | 500,000 | Rule 506 (b) of Regulation D |
| 2/19/2025 | Gordon E Mosby | Cash | 500,000 | Rule 506 (b) of Regulation D |
| 2/19/2025 | Gordon E Mosby | Cash | 500,000 | Rule 506 (b) of Regulation D |
| 2/26/2025 | Dwight McNeal Ford | Cash | 125,000 | Rule 506 (b) of Regulation D |
| 2/28/2025 | Gordon E Mosby | Cash | 500,000 | Rule 506 (b) of Regulation D |
| 3/3/2025 | Dwight McNeal Ford | Cash | 75,000 | Rule 506 (b) of Regulation D |
| 3/10/2025 | Ubong E Ituen | Cash | 1,000,000 | Rule 506 (b) of Regulation D |
| 3/10/2025 | Eno Ituen | Cash | 333,333 | Rule 506 (b) of Regulation D |
| 3/12/2025 | Deborah D. Phillips | Cash | 250,000 | Rule 506 (b) of Regulation D |
| 3/12/2025 | Dwight M Ford | Cash | 50,000 | Rule 506 (b) of Regulation D |
| 3/14/2025 | Deborah D. Phillips | Cash | 250,000 | Rule 506 (b) of Regulation D |
| 3/17/2025 | Dwight M Ford | Cash | 50,000 | Rule 506 (b) of Regulation D |
| 3/20/2025 | Ramanathan Gnanadesikan | Cash | 350,000 | Rule 506 (b) of Regulation D |
| 3/26/2025 | Yi Li | Cash | 75,000 | Rule 506 (b) of Regulation D |
| 5/13/2025 | Johnny Smith | Cash | 400,000 | Rule 506 (b) of Regulation D |
| 5/13/2025 | Samuel Austin Cutler | Cash | 100,000 | Rule 506 (b) of Regulation D |
| 5/23/2025 | Ubong E. Ituen | Cash | 1,000,000 | Rule 506 (b) of Regulation D |
| 5/30/2025 | Theodore O. Spaulding III | Cash | 400,000 | Rule 506 (b) of Regulation D |
| 6/2/2025 | Samuel Austin Cutler | Cash | 300,000 | Rule 506 (b) of Regulation D |
| 6/5/2025 | Eno Ituen | Cash | 1,000,000 | Rule 506 (b) of Regulation D |
| 6/18/2025 | Vindicated Phoenix Corp. | Cash | 400,000 | Rule 506 (b) of Regulation D |
| 6/18/2025 | Samuel Austin Cutler | Cash | 100,000 | Rule 506 (b) of Regulation D |
| 6/18/2025 | Jyi Chao Li | Cash | 340,000 | Rule 506 (b) of Regulation D |
| 6/18/2025 | Deborah D. Phillips | Cash | 1,200,000 | Rule 506 (b) of Regulation D |
| 7/7/2025 | Eno Ituen | Cash | 1,000,000 | Rule 506 (b) of Regulation D |
| 7/3/2025 | Ubong E. Ituen | Cash | 1,000,000 | Rule 506 (b) of Regulation D |
| 6/30/2025 | Vindicated Phoenix Corporation | Cash | 1,000,000 | Rule 506 (b) of Regulation D |
| 7/23/2025 | Vindicated Phoenix Corporation | Cash | 4,800,000 | Rule 506 (b) of Regulation D |
| 7/30/2025 | Stephen Z Morrell | Cash | 50,000 | Rule 506 (b) of Regulation D |
| 7/10/2025 | Samuel Austin Cutler | Cash | 100,000 | Rule 506 (b) of Regulation D |
| 8/13/2025 | Deborah D. Phillips | Cash | 1,000,000 | Rule 506 (b) of Regulation D |
| 9/5/2025 | John Chaney | Cash | 625,000 | Rule 506 (b) of Regulation D |
| 9/15/2025 | Yi LI | Cash | 1,000,000 | Rule 506 (b) of Regulation D |
| 9/30/2025 | Theodore O. Spaulding III | Cash | 1,250,000 | Rule 506 (b) of Regulation D |
| 10/2/2025 | Deborah D. Phillips | Cash | 1,000,000 | 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 International, Inc., a Nevada corporation, 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.
| 22 |
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.
Results of Operations
For the Years Ended October 31, 2025 and 2024
Revenues
For the years ended October 31, 2025 and 2024, the Company recognized revenue of $65,561 and $4,241, respectively. Revenue in the current period was generated from the facilitation of delivery of hydrogen equipment and related integration support. The Company concluded that it acted as an agent with respect to the equipment component of the arrangement, as it did not take control of the goods and the third-party supplier shipped directly to the customer. As a result, revenue was recognized on a net basis, limited to the Company’s retained margin. Revenue in the prior year was generated from hydrogen engineering services and combustion solutions.
Cost of Goods Sold
Cost of Goods Sold consists of direct expenses related to hydrogen engineering services and combustion solution projects, including materials, subcontracted labor, and other project-specific implementation costs. For the years ended October 31, 2025 and 2024, total cost of sales was $0 and $3,688, respectively. The Company acted as an agent in facilitating delivery of certain hydrogen refueling equipment during the 2025 period and did not generate separate cost of sales. The prior year cost of goods sold related to contract labor expenses associated with revenue-generating activities.
Gross Profit
For the years ended October 31, 2025 and 2024, gross profit was $65,561 and $553, respectively. The increase reflects revenue generated from the facilitation of delivery of hydrogen equipment and integration support services. As the Company was acting as an agent with respect to the equipment delivered by a third-party vendor, no cost of goods sold was recognized, and gross profit equaled the margin retained.
Operating Expenses
Operating expenses for the year ended October 31, 2025, were $6,527,243 compared to $3,317,069 for the year ended October 31, 2024.
General and administrative expenses were $6,259,342 for the year ended October 31, 2025, compared to $3,129,989 for the year ended October 31, 2024, an increase of $3,129,353. The year ended October 31, 2025 included $5,333,937 of stock-based compensation expense compared to $1,192,356 of stock-based compensation in 2024. Excluding stock-based compensation, general and administrative expenses decreased by $1,012,228, primarily due to reduced professional fees, lower consultant costs, and a general reduction in administrative overhead resulting from management’s cost containment measures and reduced use of third-party service providers.
Depreciation and amortization expense increased by $65,459, totaling $245,131 for the year ended October 31, 2025, compared to $179,672 for the year ended October 31, 2024, due to depreciation associated with additional property and equipment acquired during recent prior periods.
Advertising and marketing expenses were $22,770 for the year ended October 31, 2025, compared to $7,408 for the year ended October 31, 2024. The increase of $15,362 was due to expanded outreach and promotional activities supporting product development and brand awareness.
Other Income (Expenses)
Other expenses increased from $22,074 for the year ended October 31, 2024 to $153,814 for the year ended October 31, 2025, the increase primarily related to $14,867 loss on fair value of convertible note related to the issuance of a convertible note in exchange for legal services and $105,190 loss on the write-off of intangible asset as a result of an out-of-period adjustment due to the incorrect capitalization of costs associated with developed intellectual property.
| 23 |
Net Loss
Net loss for the year ended October 31, 2025, was $6,615,496 compared to a net loss of $3,338,590 for the year ended October 31, 2024.
Forward-Looking Considerations
The Company recognizes the possibility of future increases in labor or material costs. Factors such as evolving market conditions, potential inflation, and global economic dynamics are considered. We are actively monitoring these aspects to anticipate and navigate any forthcoming rises in labor or material expenses.
Cost-to-Revenue - The Company is assessing alterations in the relationship between cost of sales and revenue. We are examining the factors influencing these changes, including shifts in prices and fluctuations in the volume of services sold. Understanding the impact of these elements is crucial for maintaining a balanced and effective cost-to-revenue structure.
Liquidity and Capital Resources
For the Years Ended October 31, 2025 and 2024
Our cash balance of $9,525 as of October 31, 2025, 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, 2024, was $20,255, reflecting a decrease of $10,730 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.
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, 2025 and 2024
The following table summarizes our cash flows for the periods indicated below:
For the Year Ended October 31, 2025 | For the Year Ended October 31, 2024 | |||||||
| Cash Used in Operating Activities | $ | (960,488 | ) | $ | (1,802,678 | ) | ||
| Cash Provided by Financing Activities | $ | 1,176,701 | $ | 2,002,612 | ||||
| Cash Used in Investing Activities | $ | (226,943 | ) | $ | (414,838 | ) | ||
Cash Used in Operating Activities
During the year ended October 31, 2025, cash used in operating activities amounted to $960,488, primarily reflecting our net loss of $6,615,496. This impact was largely offset by non-cash items, primarily $5,333,937 in stock-based compensation, along with depreciation and amortization of $245,131, a $105,190 loss on write-off of an intangible asset, and $59,867 expense related to a convertible note issued for legal services, including $45,000 recognized as legal expense and a $14,867 fair value adjustment. Changes in working capital included an increase in accounts payable of $228,362 and a decrease in accrued payroll of $17,780, partially offset by a $27,500 increase in accrued interest payable.
| 24 |
During the year ended October 31, 2024, cash used in operating activities totaled $1,802,678, primarily reflecting our net loss of $3,338,590. This was offset by non-cash charges such as depreciation and amortization amounting to $179,672. Additionally, there was a decrease in due from related party of $56,392 and a decrease in accrued interest payable of $12,425 and a decrease in payroll taxes of $14,802.
Cash Provided by Financing Activities
During the year ended October 31, 2025, cash provided by financing activities was $1,176,701, which consisted of net proceeds from related party advances of $127,800 and proceeds from the sale of common stock of $1,049,000.
In comparison, during the year ended October 31, 2024, cash provided by financing activities was $2,002,612, which consisted of proceeds from related party advances of $960,585, $958,929 from the sale of common stock, $17,011 in proceeds from common stock subscription payable, and a $100,000 refund of a security deposit.
Cash Provided by Investing Activities
During the year ended October 31, 2025, cash used in investing activities was $226,943, which consisted of the purchase of property.
For the year ended October 31, 2024, cash used in investing activities was $414,838, which consisted of the purchase of property and equipment and purchase long-term assets.
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, 2025, we incurred a net loss of $6,615,496 and used cash in operating activities of $960,488. 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.
| 25 |
HNO INTERNATIONAL, INC.
INDEX
October 31, 2025 and 2024
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FINANCIAL STATEMENTS (PCAOB ID # |
F-1 |
| Audited Balance Sheets | F-2 |
| Audited Statements of Operations and Comprehensive Income | F-3 |
| Audited Statement of Stockholders' Equity | F-4 |
| Audited Statements of Cash Flows | F-5 |
| Notes to Audited Financial Statements | F-6 |
| 26 |
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, 2025 and 2024, and the related statements of income, comprehensive income, stockholders’ equity, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has sustained significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. Management’s plans in that regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F-1 |
Going Concern
The evaluation of the Company’s ability to continue as a going concern was a critical audit matter. As discussed in Note 3, the Company has incurred recurring losses and negative operating cash flows, which raised substantial doubt about its ability to continue as a going concern. Auditing management’s assessment required significant judgment due to the Company’s reliance on funding from related parties to meet its liquidity needs. Our procedures included evaluating the availability and terms of related-party financing, assessing management’s plans to obtain such funding, and evaluating the adequacy of the related disclosures in the financial statements.
Valuation of Service Stock
The valuation of service stock was a critical audit matter. Auditing the valuation of service stock involved significant judgment due to the complexity of determining fair value. Our procedures included evaluating management’s valuation methodology, testing key assumptions and inputs, and evaluating the adequacy of related disclosures.
We have served as the Company’s auditor since 2024.
/s/ Barton CPA PLLC
February 6, 2026
| F-2 |
HNO INTERNATIONAL, INC.
| ||||||||
| October 31, | October 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Other receivable | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Long term asset, net | ||||||||
| Right-of-use asset | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | ||||||||
| Accrued payroll | ( | ) | ||||||
| Accrued interest payable | ||||||||
| Lease liability | ||||||||
| Payroll tax | ||||||||
| Advances, related party | ||||||||
| Customer deposits | ||||||||
| Convertible note payable, at fair value | ||||||||
| Notes payable, related party | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liability | ||||||||
| Lease liability | ||||||||
| Long term notes payable, related party | ||||||||
| Total Non-Current Liability | ||||||||
| Total Liabilities | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, par value $ per share; shares authorized | ||||||||
| Series A, par value $ per share; shares authorized; and shares issued and outstanding as of October 31, 2025 and October 31, 2024, respectively | ||||||||
| Series B, par value $ per share; shares authorized; and shares issued and outstanding as of October 31, 2025 and October 31, 2024, respectively | ||||||||
| Common stock, par value $ per share; shares authorized; and shares issued and outstanding as of October 31, 2025 and October 31, 2024, respectively | ||||||||
| Common stock payable | ||||||||
| Common stock subscription receivable | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
| F-3 |
| HNO INTERNATIONAL, INC. STATEMENTS OF OPERATIONS | ||||||||
| For the year Ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of goods sold | ( | ) | ||||||
| Gross Profit | ||||||||
| Operating expenses | ||||||||
| Advertising and marketing | ||||||||
| General and administrative expenses | ||||||||
| Depreciation and amortization | ||||||||
| Total Operating Expenses | ||||||||
| Other Income (Expenses) | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain/(Loss) on fair value of convertible note | ( | ) | ||||||
| Loss on write-off of intangible asset | ( | ) | ||||||
| Loss on sale of asset | ( | ) | ||||||
| Total Other (Expenses) | ( | ) | ( | ) | ||||
| Loss from Operations | $ | ( | ) | $ | ( | ) | ||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| PER SHARE AMOUNTS | ||||||||
| Basic and diluted net loss per share | ) | ) | ||||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
| F-4 |
| HNO INTERNATIONAL, INC. STATEMENTS OF STOCKHOLDERS' DEFICIT For the year ended October 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred Stock | Series B Preferred Stock | Common Stock | Stock | Share Subscription | Additional Paid-in | Accumulated | Total Stockholders' | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Payable | Receivable | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
For the year ended October 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at October 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Regulation A stock issuances | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Regulation D stock issuances | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares cancelled as per settlement agreement - Vivaris Capital | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net loss for the year ended October 31, 2024 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance at October 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
For the year ended October 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at October 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Regulation D stock issuances | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares cancelled as per exchange agreement | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Series B preferred stock issuances | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net loss for the year ended October 31, 2025 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance at October 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
|
The accompanying notes are an integral part of these financial statements. | ||||||||||||||||||||||||||||||||||||||||||||
| F-5 |
| HNO INTERNATIONAL, INC. STATEMENTS OF CASH FLOWS | ||||||||
| For the Year Ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flow from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Legal services provided in exchange for convertible note | ||||||||
| Loss on fair value of convertible note | ||||||||
| Loss on write-off of intangible asset | ||||||||
| Loss on sale of asset | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease in due from related party | ||||||||
| (Increase) in accounts receivable | ( | ) | ||||||
| (Increase) in other receivable | ( | ) | ||||||
| Increase in accounts payable | ||||||||
| Increase/(Decrease) in accrued payroll | ( | ) | ||||||
| Increase/(Decrease) in accrued interest payable | ( | ) | ||||||
| Operating lease ROU assets and lease liabilities, net | ||||||||
| (Decrease) in payroll taxes | ( | ) | ( | ) | ||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from related party advances | ||||||||
| Repayment of related party advances | ( | ) | ||||||
| Proceeds from security deposits | ||||||||
| Proceeds from customer deposits | ( | ) | ||||||
| Proceeds from sale of common stock subscription payable | ( | ) | ||||||
| Proceeds from sale of common stock | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Cash Flows from Investing Activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Sale of property and equipment | ||||||||
| Purchase of long term asset | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental Disclosure of Interest and Income Taxes Paid: | ||||||||
| Lease liability paid during the period | $ | $ | ||||||
| Interest paid during the period | $ | $ | ||||||
| Income taxes paid during the period | $ | $ | ||||||
| Supplemental Disclosure for Non-Cash Investing and Financing Activities: | ||||||||
| Property and equipment acquired through accounts payable | $ | $ | ||||||
| Common stock cancellation per share exchange agreement | $ | ( | ) | $ | ||||
| Series B preferred stock issuance per exchange agreement | $ | $ | ||||||
| Convertible note issued in exchange for legal services, recorded at fair value | $ | $ | ||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
| F-6 |
HNO INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2025
NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING
Organization
HNO International, Inc. (the “Company”) specializes in the design, integration, and development of green hydrogen-based clean energy technologies. With the Company’s management having over 14 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 – 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, 2025 and October 31, 2024.
Out-of-Period Adjustment
During the year ended October
31, 2025, the Company recorded an out-of-period adjustment to write off the full gross amount of a previously capitalized intangible asset
related to the prototype Compact Hydrogen Refueling Station. The asset was originally recorded at $
Management evaluated the error,
both qualitatively and quantitatively, and concluded that the adjustment was not material to any prior interim or annual period. The Company
recorded an expense of $
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, 2025, and October 31, 2024, the Company did not hold any investments that qualify as cash equivalents. Therefore, the cash and cash equivalents line item in the balance sheet solely comprises cash.
| F-7 |
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 statement of operations. For the year ended October 31, 2024, 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. For the year ended October 31, 2025, the Company revised its valuation methodology for restricted stock issuances. The fair value of restricted stock grants is determined using the closing market price on the grant date, adjusted for an appropriate discount to reflect the restrictions on transferability and marketability of the shares. The discount is calculated using a weighted average of comparable restricted stock transactions, which better reflects the economic impact of larger issuances and provides a more accurate representation of fair value under ASC 718. 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 statement of operation line items as cash compensation for the consultants and employees who receive the awards, currently included in general and administrative expenses on the statement of operations as the Company does not allocate compensation costs to costs of goods sold. As of the report date, the Company has not established any plans to issue dividends on stock-based awards. Any tax benefits arising from deductions for these awards are recorded in additional paid-in capital, provided they exceed the cumulative compensation cost recognized.
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 (“ASC 606”). The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
In certain arrangements where the Company facilitates the provision of goods or services provided by a third party, and does not take control of those goods or services, revenue is recognized on a net basis, limited to the margin or fee earned, consistent with the Company’s role as an agent under ASC 606-10-55-36 through 55-40.
During the year ended October 31, 2025, the Company
recognized $
During the year ended October 31, 2024, the Company
had revenue of $
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.
| F-8 |
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.
| Useful life | ||
| Small equipment | ||
| Large equipment | ||
| Vehicles |
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions.
Leases
The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). At contract inception, the Company determines if an arrangement is or contains a lease. Where the Company is the lessee, for each lease with a term greater than twelve months, the Company records a right-of-use asset and lease liability. A right-of-use asset represents the economic benefit conveyed to the Company by the right to use the underlying asset over the lease term. A lease liability represents the obligation to make lease payments arising from the use of the asset over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. Leases with an initial expected term of 12 months or less are not recorded in the Balance Sheet and the related lease expense is recognized on a straight-line basis over the lease term.
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.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires enhanced disclosures related to effective tax rate reconciliation and income taxes paid. The amendments are effective for public business entities for fiscal years beginning after 12/15/24. The Company does not expect adoption of this standard to have a material impact on its financial position or results of operations, but expects expanded income tax disclosures.
| F-9 |
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disaggregated expense disclosures in the notes to the financial statements. The amendments are effective for fiscal years beginning after 12/15/25. The Company is evaluating the impact of this standard on its disclosures.
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, Segment Reporting (“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, 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 3 – GOING CONCERN
On October 31, 2025, we had an accumulated deficit
of $
Based on the above factors, substantial doubt exists about our ability to continue as a going concern for one year from the date of issuance of these financial statements.
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
October 31, 2025 | October 31, 2024 | |||||||
| Vehicles | $ | $ | ||||||
| Small equipment | $ | |||||||
| Large equipment | ||||||||
| Property and Equipment, Gross | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and Equipment, Net | $ | $ | ||||||
Depreciation
expense for the years ended October 31, 2025, and 2024 were $
NOTE 5 – LEASES
Operating leases
The Company has an active operating lease agreement for office space in Murrieta, California, expiring on November 30, 2026.
| F-10 |
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 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, 2025, the right-of-use asset was $
Operating Cash Flows Related to Leases
Remaining lease term as of October 31, 2025:
| Year ended | Operating Lease Payment | |||
| October 31, 2026 and beyond | $ | |||
| Total Payments | $ | |||
Lease Not Yet Commenced
In April 2024, the Company entered into a lease agreement for an industrial facility located in Katy, Texas. The lease is subject to completion of landlord construction and build-out prior to commencement. Under the terms of the lease, the commencement date occurs when the leased premises are made available for the Company’s use.
As of October 31, 2025, the landlord’s construction had not been completed, the lease had not commenced, and the Company had not taken possession of the facility. Accordingly, no right-of-use asset or lease liability has been recorded on the Company’s balance sheet as of October 31, 2025.
NOTE 6 – COMMON STOCK
The Company is authorized to issue shares of common stock, par value $.
Stock Issued
During the year ended October 31, 2024, the Company
issued shares of common stock for $
During the year ended October
31, 2024, the Company issued Regulation A shares previously classified as common stock payable and sold Regulation A shares,
classified as $
| F-11 |
During the year 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 shares of its common stock, $ par
value per share, (“common stock”) for a cash purchase price of $
During the year ended October 31, 2025, the Company
entered into Stock Subscription Agreements with accredited investors (under Rule 506(b) of Regulation D under the Securities Act of 1933,
as amended). Whereby the Company privately sold a total of shares of its common stock, for a cash purchase price
of $
During the year
ended October 31, 2024, the Company's Board of Directors granted approval for the issuance of shares of our common stock valued
at $
During the year ended October 31, 2025, the Company's
Board of Directors granted approval for the issuance of shares of our common stock valued at $
As of October 31, 2025 and October 31, 2024, the Company had and shares of common stock issued and outstanding, respectively.
Stock Receivable
As of October 31, 2025, the Company issued
shares of common stock under Regulation A offering to various shareholders that have not yet paid for shares; therefore, $
On March 31, 2022, the Company issued 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 $
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 shares issued to Vivaris Capital, LLC. Additionally, the Company agreed to pay Vivaris Capital, LLC
a settlement amount of $
Stock Payable
As of October 31, 2025, the Company sold shares
of common stock under its Regulation A offering to various shareholders that have not yet been issued by the transfer agent; therefore,
$
As of October 31, 2025, the Company sold shares
of common stock under its Regulation D offering to a shareholder that have not yet been issued by the transfer agent; therefore, $
NOTE 7 – PREFERRED STOCK
The Company is authorized to issue shares of preferred stock, par value $.
Series A Preferred Stock
The Company is authorized to issue shares of Series A preferred stock, par value $.
| F-12 |
As of October 31, 2025, and October 31, 2024, the Company had and shares of Series A preferred stock issued and outstanding, respectively.
Series B Preferred Stock
The Company is authorized to issue shares of Series B preferred stock, par value $.
On January 2, 2025, the Company entered into a Share Exchange Agreement with the CEO. Pursuant to the agreement, the CEO exchanged shares of the Company’s common stock for shares of Series B Preferred Stock. On January 9, 2025, shares of common stock held by Donald Owens were cancelled, and shares of Series B Preferred Stock were issued to Donald Owens.
On January 2, 2025, the Company entered into a Share Exchange Agreement with HNO Green Fuels, Inc. (“HNO Green Fuels), a related party. Pursuant to the agreement, HNO Green Fuels exchanged shares of the Company’s common stock for shares of Series B Preferred Stock. On January 9, 2025, shares of common stock held by HNO Green Fuels, Inc. were cancelled, and shares of Series B Preferred Stock were issued to HNO Green Fuels, Inc.
As of October 31, 2025, and October 31, 2024, the Company had and shares of Series B preferred stock issued and outstanding, respectively.
NOTE 8 – RELATED PARTY TRANSACTIONS
Notes Payable, Related Party
On November 19, 2021, the Company issued a note payable
in the amount of $
As of October 31, 2025, the Company had multiple outstanding
promissory notes payable to HNO Green Fuels, Inc. The notes bear interest at
| Issue Date |
Original Principal |
Maturity Date |
Principal Outstanding | Accrued Interest | ||||||||||
| $ | $ | $ | ||||||||||||
| $ | $ | $ | ||||||||||||
| $ | $ | $ | ||||||||||||
| $ | $ | $ | ||||||||||||
| $ | $ | $ | ||||||||||||
| $ | $ | $ | ||||||||||||
| $ | $ | $ | ||||||||||||
| $ | $ | $ | ||||||||||||
| $ | $ | $ | ||||||||||||
| $ | $ | $ | ||||||||||||
| Total | $ | $ | ||||||||||||
Extension of Promissory Notes
| F-13 |
Advances from Related Party
During the year ended October 31, 2024, Donald Owens, the Company’s
Chairman of the Board of Directors, advanced $
These advances are unsecured, non-interest bearing and due on demand.
As of October 31, 2025 and 2024, related party advances had outstanding balances of $
NOTE 9 - INCOME TAXES
A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the
Company’s income tax expense as reported is as follows:
| 2025 | 2024 | |||||||
| Net loss before income taxes per financial statements | $ | ( | ) | $ | ( | ) | ||
| Income tax rate | % | % | ||||||
| Income tax recovery | ( | ) | ( | ) | ||||
| Valuation allowance change | ||||||||
| Income tax expense (recovery) | $ | $ | ||||||
As of October 31, 2024, the Company had federal net
operating loss carryforwards of $
The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.
As of October 31, 2025 and 2024 the Company has
The Company’s tax years remain open to examination by federal and state taxing authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.
NOTE 10 – SUBSEQUENT EVENTS
Subsequent events have been evaluated through February 6, 2026, which represents the date the financial statements were issued, and no events, other than discussed below have occurred through that date that would impact the financial statements.
Common Stock Issued
The Company
entered into a Stock Subscription Agreement with an accredited investor (under Rule 506(b) of Regulation D under the Securities Act of
1933, as amended), whereby the Company privately sold a total of shares of its common stock, $ par value per
share (“common stock”), for a cash purchase price of $
| F-14 |
Pursuant to
the Company’s Regulation A offering, which was qualified by the Securities and Exchange Commission on December 11, 2025, the Company
entered into stock subscription agreements for its common stock at a purchase price of $ per share. On December 13, 2025, the Company
received cash proceeds of $
Convertible Note Conversion
On December
12, 2025, following the qualification of the Company’s Regulation A Offering Statement on Form 1-A (“Form 1-A”) by the
SEC on December 11, 2025, the Company converted $
Extension of Promissory Notes
| F-15 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
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 Chief Financial 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 Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our Chief Executive Officer and Chief Financial 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, 2025 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, 2025, 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; and (iii) ineffective controls over the valuation, accounting, and disclosure of stock-based compensation.
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, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION.
Securities Trading Plans of Directors and Executive Officers
None of our directors or executive
officers
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 (3) 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:
| Name | Age | Position | Term in Office |
| Donald Owens | 71 |
President, Chief Executive Officer and Secretary
Chairman of the Board of Directors |
November 20, 2024 to present
April 30, 2021, to present |
| Hossein Haririnia | 71 |
Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) |
August 22, 2022 to present
December 22, 2022 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 – President, Chief Executive Officer, Secretary and Chairman of the Board of Directors. Mr. Owens has served as our company’s Chairman of the Board of Directors, since April 30, 2021. Additionally, from April 30, 2021, to December 1, 2021, he served as our President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. On November 20, 2024, Mr. Owens was appointed as our President, Chief Executive Officer and Secretary.
Mr. Owens founded HNO Green Fuels, Inc. (a private company owned by Mr. Owens) on June 5, 2011, and has served as its Chairman and President since its founding to the present. As Chairman and President of HNO Green Fuels, Inc., Mr. Owens engages in creating a customized hydrogen solution for reducing emissions in internal combustion engines and has secured 19 US patents and 3 International Patents for this technology. HNO Green Fuels, Inc. is an affiliate of HNO International, Inc.
| 28 |
Prior to his founding HNO Green Fuels, Inc., 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, Chief Financial Officer (who serves as our Principal Financial and Accounting Officer) and Director. Mr. Haririnia has served as our company’s Treasurer, including as our Principal Financial and Accounting Officer, since August 22, 2022, and, since December 22, 2022, he has served as a Director. Prior to his being appointed as Treasurer and Chief Financial Officer, Mr. Haririnia had overseen the financial functions of our company beginning in October 2021. In his current capacity, he provides technical assistance to our President on corporate-level decision-making. For more than the five years prior to joining our company, Mr. Haririnia provided financial consulting services to for-profit and non-profit organizations, including assisting in budget and cost proposal presentations for companies in Iran, Turkey, Dubai, Azerbaijan and China, among others. In his consulting career, Mr. Haririnia has managed multi-million-dollar budget preparations for government entities, such as NASA, the US Department of Labor and the US Department of Transportation. He has also supervised a team of accounting staff and has served as an auditor and fraud examiner. Mr. Haririnia is a Certified Public Accountant in the State of Virginia.
William Parker – Director. Mr. Parker has served as a Director of our company, since December 22, 2022. Mr. 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, Maryland, that specialize in the placement, installation, service and sale 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. Mr. Parker 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.
| 29 |
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.
EXECUTIVE COMPENSATION
The table below summarizes all compensation paid to our named executive officers for the years ending October 31, 2025 and October 31, 2024.
| Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Total ($) | ||||||||
|
Paul Mueller, Former President, CEO and Secretary Year Ended October 31, 2024 |
121,000 | - | 121,000 | ||||||||
| Year Ended October 31, 2025 | - | - | - | ||||||||
|
Hossein Haririnia, Treasurer, Chief Financial Officer and Director Year Ended October 31, 2024 |
189,750 | - | 189,750 | ||||||||
| Year Ended October 31, 2025 | 206,250 | - | 206,250 | ||||||||
|
Donald Owens President, CEO, Secretary and Chairman of the Board of Directors Year Ended October 31, 2024 |
- | - | - | ||||||||
| Year Ended October 31, 2025 | - | - | - |
Director Compensation
The table below summarizes all compensation paid to our directors who are not also named executive officers for the years ending October 31, 2025 and October 31, 2024.
| Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Total ($) | |||||||||
|
William Parker Director Year Ended October 31, 2025 |
- | - | - | |||||||||
| Year Ended October 31, 2024 | - | - | - |
Equity Awards
As of October 31, 2025, there were no outstanding equity awards.
| 30 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information as of February 6, 2026, 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 107,181,989 (101,821,989 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 February 6, 2026. 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 |
29,550,000 10,000,000 245,000 |
Common Stock Series A Preferred Stock Series B Preferred Stock |
29.02% 100% 68.00% |
|
Hossein Haririnia Treasurer, Chief Financial Officer and Director |
12,450,000 -0- |
Common Stock Series A Preferred Stock |
12.23% -- |
|
William Parker Director |
7,100,000 -0- |
Common Stock Series A Preferred Stock |
7.04% -- |
| All Named Executive Officers, Executive Officer and Directors as a Group (3 persons) |
49,100,000 10,000,000 |
Common Stock Series A Preferred Stock |
6.97% 100% |
| 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. |
| 31 |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Certain Relationships and Related 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.
As of October 31, 2025, the Company had multiple outstanding promissory notes payable to HNO Green Fuels, Inc. The notes bear interest at 2% per annum and were issued in connection with financing arrangements to support the Company’s operations. The following table summarizes the terms of these related-party notes payable, including original principal amounts, maturity dates (as extended), principal outstanding, and accrued interest as of October 31, 2025.
| Issue Date |
Original Principal |
Maturity Date |
Principal Outstanding | Accrued Interest | ||||||||||
| 12/1/2021 | $ | 500,000 | 12/31/2025 | $ | 435,000 | $ | 8,700 | |||||||
| 5/31/2022 | $ | 590,000 | 5/31/2030 | $ | 590,000 | $ | 40,379 | |||||||
| 9/29/2022 | $ | 50,000 | 12/31/2025 | $ | 50,000 | $ | 1,000 | |||||||
| 10/20/2022 | $ | 50,000 | 12/31/2025 | $ | 50,000 | $ | 1,000 | |||||||
| 3/1/2023 | $ | 50,000 | 12/31/2025 | $ | 50,000 | $ | 1,000 | |||||||
| 3/8/2023 | $ | 50,000 | 12/31/2025 | $ | 50,000 | $ | 1,000 | |||||||
| 3/23/2023 | $ | 50,000 | 12/31/2025 | $ | 50,000 | $ | 1,000 | |||||||
| 4/3/2023 | $ | 50,000 | 12/31/2025 | $ | 50,000 | $ | 1,000 | |||||||
| 4/13/2023 | $ | 20,000 | 12/31/2025 | $ | 20,000 | $ | 400 | |||||||
| 4/17/2023 | $ | 30,000 | 12/31/2025 | $ | 30,000 | $ | 739 | |||||||
| Total | $ | 1,375,000 | $ | 56,218 | ||||||||||
Extension of Promissory Notes:
On December 19, 2024, the Company entered into nine separate Extension to Promissory Note agreements (the "December 2024 Extensions") with HNO Green Fuels, Inc., a Nevada corporation ("HNOGF"), a related party. These extensions amended nine promissory notes that were originally issued between December 1, 2021 and April 17, 2023, extending their maturity dates from December 31, 2024 to December 31, 2025. The extended notes bear interest at 2% per annum and have an aggregate outstanding principal balance of $785,000 as of October 31, 2025. The original issuance dates, principal amounts, and current balances of these notes are detailed in the table above.
Subsequent to October 31, 2025, the Company executed additional extensions of these promissory notes, extending the maturity dates from December 31, 2025 to December 31, 2026. These subsequent extensions are disclosed in Note 10 – Subsequent Events.
Advances from Related Party:
During the year 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, and HNO Green Fuels, Inc. advanced $10,000 for the same purpose. During the year ended October 31, 2025, Mr. Owens advanced an additional $18,500 to the Company and the Company repaid $107,700 as partial repayment of previously advanced funds, and HNO Green Fuels, Inc. advanced $540,000 to the Company and the Company repaid $323,000 as partial repayment of previously advanced funds.
These advances are unsecured, non-interest bearing and due on demand. As of October 31, 2025 and 2024, related party advances had outstanding balances of $1,088,385 and $960,585, respectively.
| 32 |
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 for the years ended October 31, 2025 and 2024, respectively, were as follows:
| 2025 | 2024 | |||||||
| Audit Fees | $ | 70,294 | $ | 65,000 | ||||
| Audit-Related Fees | 0 | 0 | ||||||
| Tax Fees | 0 | 0 | ||||||
| All Other Fees | 0 | 1,590 | ||||||
| Total | $ | 70,294 | $ | 66,590 | ||||
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, 2025 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, 2025.
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.
| 33 |
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 at October 31, 2025 and 2024
Audited Statements of Operations for the years ended October 31, 2025 and 2024
Audited Statement of Stockholders' Equity for the years ended October 31, 2025 and 2024
Audited Statements of Cash Flows for the years ended October 31, 2025 and 2024
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.
| 34 |
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 | 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 |
| 35 |
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date |
Filed Herewith | ||||||
| 10.16 | Extension to Promissory Note, dated December 29, 2025 for Note Issued December 1, 2021, between HNO International, Inc. and HNO Green Fuels, Inc. | 8-K | 000-56568 | 99.1 | 1/5/26 | |||||||
| 10.17 | Extension to Promissory Note, dated December 29, 2025 for Note Issued September 29, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. | 8-K | 000-56568 | 99.2 | 1/5/26 | |||||||
| 10.18 | Extension to Promissory Note, dated December 29, 2025 for Note Issued October 20, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. | 8-K | 000-56568 | 99.3 | 1/5/26 | |||||||
| 10.19 | Extension to Promissory Note, dated December 29, 2025 for Note Issued March 1, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. | 8-K | 000-56568 | 99.4 | 1/5/26 | |||||||
| 10.20 | Extension to Promissory Note, dated December 29, 2025 for Note Issued March 8, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. | 8-K | 000-56568 | 99.5 | 1/5/26 | |||||||
| 10.21 | Extension to Promissory Note, dated December 29, 2025 for Note Issued March 23, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. | 8-K | 000-56568 | 99.6 | 1/5/26 | |||||||
| 10.22 | Extension to Promissory Note, dated December 29, 2025 for Note Issued April 3, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. | 8-K | 000-56568 | 99.7 | 1/5/26 | |||||||
| 10.23 | Extension to Promissory Note, dated December 29, 2025 for Note Issued April 13, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. | 8-K | 000-56568 | 99.8 | 1/5/26 | |||||||
| 10.24 | Extension to Promissory Note, dated December 29, 2025 for Note Issued April 17, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. | 8-K | 000-56568 | 99.9 | 1/5/26 | |||||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.1* | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.2* | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File 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.
| 36 |
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: February 6, 2026 |
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 and Chief Financial Officer (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) |
February 6, 2026 |
|
By: /s/ Hossein Haririnia Hossein Haririnia |
Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer) |
February 6, 2026 |
|
By: /s/ William Parker William Parker |
Director | February 6, 2026 |
| 37 |
FAQ
What does HNO International, Inc. (HNOI) do?
How did HNO International (HNOI) perform financially in fiscal 2025?
Why is there substantial doubt about HNO International’s ability to continue as a going concern?
What is HNO International’s planned hydrogen production facility in Katy, Texas?
How is HNO International (HNOI) raising capital to fund its operations?
Where is HNO International’s stock traded and how many shares are outstanding?
Did HNO International experience any material cybersecurity incidents during the reporting period?
