UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended ~~July~~January 31, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE TRANSITION PERIOD FROM ______ TO ______~~

~~Commission~~FOR ~~file~~THE ~~number:~~TRANSITION ~~000-56744~~PERIOD FROM ______ TO ______

Commission file number: 000-56774

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

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

2448 Sixth Street
Berkeley, CA 94710

(Address of principal executive offices including zip code)

(510) 545-2666

(Registrant’s telephone number, including area code)

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

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

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

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

(Check one):

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

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

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

As of ~~September~~March 2227, ~~2025,~~2026 there were 1124,~~371~~845,~~966~~965 shares of the registrant’s common stock, no par value per share, outstanding.

Table of Contents

PART I—FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 2 Item 3. Quantitative and Qualitative Disclosures About Market Risk 1311 Item 4. Controls and Procedures 1311 PART II—OTHER INFORMATION 1513 Item 1. Legal Proceedings 1513 Item 1A. Risk Factors 1513 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 1513 Item 4. Mine Safety Disclosures 1513 Item 5. Other Information 1513 Item 6. Exhibits 16 SIGNATURES 17

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

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

Helio Corporation

Financial Statements for the Three ~~and Nine~~ Months Ended January ~~July~~ 31, ~~2025~~2026

Index to the Condensed Consolidated Financial Statements (Unaudited)

		Page No.
Condensed Consolidated Balance Sheets at July 31, 2025 (Unaudited) and October 31, 2024		F-2
Condensed Consolidated Balance Sheets at January 31, 2026 (Unaudited) and October 31, 2025		F-2
Condensed Consolidated Statements of Operations for the three and nine months ended July 31, 2025 and 2024 (Unaudited)		F-3
Condensed Consolidated Statements of Operations for the three months ended January 31, 2026 and 2025 (Unaudited)		F-3
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three and nine months ended July 31, 2025 and 2024 (Unaudited)		F-4
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three months ended January 31, 2026 and 2025 (Unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 2025 and 2024 (Unaudited)		F-5
Condensed Consolidated Statements of Cash Flows for the three months ended January 31, 2026 and 2025 (Unaudited)		F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-6

F-1

HELIO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	July 31,			October 31,
	January 31,			October 31,
	2025			2024
	2026			2025
	(unaudited)			(audited)
	(Unaudited)			(Audited)
Assets
Current Assets:
Cash	$	43282,~~933~~061		$	~~551~~7,~~552~~305
Accounts receivable, net		~~601~~182,~~333~~378			1489,~~390,202~~426
Work in progress		168,681			343,218
Prepaid expenses and other current assets		57,534			102,143
Prepaid expenses and other current assets		29,928			-
Total Current Assets		521,973			598,874
Total Current Assets		843,875			2,284,972
Property and equipment, net		59,060			64,726
Property and equipment, net		70,393			87,389
Security deposits		76,655			76,655
Right-of-use assets, net		659,320			959,377
Right-of-use lease asset, net		484,112			566,361
Total Non-current Assets		~~806~~619,~~368~~827			1707,~~123,421~~742
TOTAL ASSETS	$	1,~~650~~141,~~243~~800		$	31,~~408~~306,~~393~~616
Liabilities and Shareholders' Deficit
Liabilities and Shareholders’ (Deficit) Equity
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	~~199~~284,~~560~~574		$	~~140~~273,~~439~~936
Accrued compensation		1878,~~012,192~~175			~~805~~930,~~405~~555
Notes Payable - Related Parties		~~668~~558,~~280~~178			~~420~~841,~~000~~613
Notes payable		1,~~681~~627,~~731~~432			~~200~~1,~~000~~737,034
Operating lease obligations, current		121,922			503,124
Convertible notes payable, net		481,517			197,798
Total Current Liabilities		3,683,685			2,068,968
Derivative liability		498,690			39,543
Notes payable - Related Parties, less current portion		495,000			182,877
Operating lease obligations, current		441,204			477,956
Notes payable, less current portion		150,000			1,150,000
Total Current Liabilities		4,769,770			4,498,435
Operating lease obligations		682,059			608,723
Notes payable - Related Parties, less current portion		-			495,000
Total Non-current Liabilities		1,327,059			1,941,600
Notes payable, less current portion		100,000			150,000
Total Liabilities		5,010,744			4,010,568
Operating lease obligations, less current portion		158,749			223,319
Commitments and contingencies (Note 8)
Total Non-current Liabilities		258,749			868,319
Shareholders' Deficit
Total Liabilities		5,028,519			5,366,754
Common stock, no par value, 44,000,000 shares authorized; 11,263,633 shares issued and outstanding as of July 31, 2025 and October 31, 2024, respectively		466,464			339,861
Commitments and contingencies (Note 10)
Accumulated deficit		(3,826,965	)		(942,036	)
Shareholders’ (Deficit) Equity
Total Shareholders’ Deficit		(3,360,501	)		(602,175	)
Common stock, no par value, 100,000,000 shares authorized; 23,182,425 and 11,371,966 shares issued and outstanding as of January 31, 2026 and October 31, 2025, respectively		4,819,516			912,369
Total Liabilities and Shareholders' Deficit	$	1,650,243		$	3,408,393
Accumulated deficit		(8,706,235	)		(4,972,507	)
Total Shareholders’ Deficit		(3,886,719	)		(4,060,138	)
Total Liabilities and Shareholders’ Deficit	$	1,141,800		$	1,306,616

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

F-2

HELIO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Three Months Ended						~~For the Nine Months Ended~~
	July 31,			July 31,			July 31,			July 31,
	January 31,			January 31,
	2025			2024			2025			2024
	2026			2025
Revenue:
Service fees	$	~~508~~441,~~913~~595		$	~~639~~759,~~239~~706		$	~~2,104,275~~		$	~~2,221,509~~
Engineering fees		4014,~~234~~421			~~274~~154,~~625~~829			~~289,587~~			~~824,495~~
Materials		~~235~~39,~~440~~534			~~750~~513,~~329~~041			~~990,561~~			~~2,290,372~~
Total Revenue		~~784~~495,~~587~~550			1,~~664~~427,~~193~~576			~~3,384,423~~			~~5,336,376~~
Costs of revenue		~~686~~244,~~197~~863			1,~~103~~016,~~485~~848			~~2,680,940~~			~~3,389,439~~
Gross profit		98250,~~390~~687			~~560~~410,~~708~~728			~~703,483~~			~~1,946,937~~
Operating expenses
General and administrative expenses		~~607~~2,~~537~~592,256			~~502~~722,~~215~~653			~~2,072,456~~			~~2,097,506~~
Personnel expenses		~~116~~41,~~664~~892			~~127~~158,~~336~~566			~~408,908~~			~~336,727~~
Facilities expense		49171,~~722~~110			~~115~~210,~~728~~511			~~249,480~~			~~332,798~~
Professional fees		~~120~~115,~~676~~277			60178,~~000~~738			~~343,495~~			~~206,903~~
Depreciation expense		5,666			5,666			~~16,996~~			~~16,996~~
Right of use amortization		100,019			100,019			300,057			270,247
Total Operating Expenses		2,926,201			1,276,134
Total Operating Expenses		1,000,284			910,964			3,391,392			3,261,177
Operating loss		(2,675,514	)		(865,406	)
Operating loss		(901,894	)		(350,256	)		(2,687,909	)		(1,314,240	)
Other expense:
Other expense:
Interest expense, net		(164,309	)		(53,736	)
Interest expense, net		(48,860	)		(24,430	)		(197,020	)		(55,559	)
Amortization of debt discount		(61,233	)		-
Total other expense		(48,860	)		(24,430	)		(197,020	)		(55,559	)
Change in fair value of derivative liability		(188,792	)		-
Provision for income taxes		-			-			-			-
Loss on debt extinguishment		(643,880	)		-
Net loss	$	(950,754	)	$	(374,686	)	$	(2,884,929	)	$	(1,369,799	)
Total expense		(1,058,214	)		(53,736	)
Basic and diluted net loss per share	$	(0.08	)	$	(0.03	)	$	(0.26	)	$	(0.12	)
Provision for income taxes		-			-
Weighted average shares outstanding – basic and diluted		11,263,633			11,263,633			11,263,633			11,263,633
Net loss	$	(3,733,728	)	$	(919,142	)
Basic and diluted net loss per share	$	(0.21	)	$	(0.08	)
Weighted average shares outstanding – basic and diluted		17,475,896			11,263,633

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

F-3

HELIO CORPORATION

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

(UNAUDITED)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JULY~~JANUARY 31, ~~2025~~ 2026 AND ~~2024~~2025

	No par-value Common Stock					Accumulated
	No par-value
	Common Stock					Accumulated
	Shares			Amount		Deficit			Totals
Balances as of October 31, 2023 (as previously reported)		16,000,000		$	33,256	$	920,647		$	953,903
Balances at October 31, 2025		11,371,966		$	912,369	$	(4,972,507	)	$	(4,060,138	)
Conversion of shares due to recapitalization*		(4,736,367	)		81,818		-			81,818
Stock-based compensation		-		$	32,384		-		$	32,384
Balances at October 31, 2023, effect of recapitalization		11,263,633			115,074		920,647			1,035,721
Common stock issued for services		4,262,000		$	2,131,600		-		$	2,131,600
Stock-based compensation		-			21,154		-			21,154
Conversion of notes payable and accrued interest		7,398,459		$	1,701,646		-		$	1,701,646
Net loss		-			-		(241,726	)		(241,726	)
Common stock issued with notes payable		150,000		$	41,517		-		$	41,517
Balances at January 31, 2024		11,263,633			136,228		678,921			815,149
Net loss		-			-	$	(3,733,728	)	$	(3,733,728	)
Stock-based compensation		-			61,767		-			61,767
Balances at January 31, 2026		23,182,425		$	4,819,516	$	(8,706,235	)	$	(3,886,719	)
Net loss		-			-		(753,388	)		(753,388	)
Balances at April 30, 2024		11,263,633			197,995		(74,467	)		123,528
Stock-based compensation		-			56,600		-			56,600
Net loss		-			-		(374,686	)		(374,686	)
Balances at July 31, 2024		11,263,633		$	254,595	$	(449,153	)	$	(194,558	)
Balances at October 31, 2024		11,263,633		$	339,861	$	(942,036	)	$	(602,175	)
Stock-based compensation		-			46,497		-			46,497
Net loss		-			-		(919,142	)		(919,142	)
Balances at January 31, 2025		11,263,633			386,358		(1,861,178	)		(1,474,820	)
Stock-based compensation		-			41,257		-			41,257
Net loss		-			-		(1,015,033	)		(1,015,033	)
Balances at April 30, 2025		11,263,633			427,615		(2,876,211	)		(2,448,596	)
Stock-based compensation		-			38,849		-			38,849
Net loss		-			-		(950,754	)		(950,754	)
Balances at July 31, 2025		11,263,633		$	466,464	$	(3,826,965	)	$	(3,360,501	)

	No par-value
	Common Stock				Accumulated
	Shares		Amount		Deficit			Totals
Balances at October 31, 2024		11,263,633	$	339,861	$	(942,036	)	$	(602,175	)
Stock-based compensation		-		46,497		-			46,497
Net loss		-		-		(919,142	)		(919,142	)
Balances at January 31, 2025		11,263,633	$	386,358	$	(1,861,178	)	$	(1,474,820	)

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

F-4

HELIO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended July 31,
	For the Three Months Ended January 31,
	2025			2024
	2026			2025
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss	$	(23,~~884~~733,~~929~~728	)	$	(1919,~~369,799~~142	)
Adjustments to reconcile net loss to net cash (used in) operating activities
Depreciation and amortization		165,~~996~~666			165,~~996~~666
Stock-based compensation		126,603			139,521
Credit loss expense		5,990			-
Right of use asset amortization		300,057			270,247
Stock-based compensation		32,384			46,497
Common stock issued for services		2,131,600			-
Loss on extinguishment of debt		643,880
Amortization of debt discount		61,233			-
Right of use asset amortization		82,249			100,019
Change in fair value of derivative liability		188,792			-
Changes in assets and liabilities
Accounts receivable		~~788~~301,~~869~~058			~~992~~236,~~014~~569
Prepaid expenses and other current assets		~~(29~~44,~~928~~609	)		~~799~~(14,633	)
Work in progress		~~174,537~~-			~~(958~~191,~~445~~683	)
Accounts payable and accrued expenses		5999,~~121~~350			~~(305~~32,~~565~~502	)
Accrued compensation		~~206~~(52,~~787~~380	)		~~172~~(81,~~810~~590	)
Operating lease obligations		(~~307~~101,~~866~~322	)		(~~243~~99,~~655~~331	)
Net cash (used in) operating activities		(1290,~~549,753~~619	)		(1501,~~285,077~~760	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		~~550~~100,000			-50,000
Proceeds from notes payable - related parties		560,403			1,046,306
Proceeds from convertible notes payable		559,762			-
Repayment of notes payable - related parties		(68,269	)		(13,852	)
Proceeds from notes payable - Related party		187,715			-
Recapitalization		-			81,818
Repayment of notes payable		(259,602	)		-
Net cash provided by financing activities		1,042,134			1,114,272
Repayment of notes payable - related parties		(22,500	)		-
NET DECREASE IN CASH		(507,619	)		(170,805	)
Net cash provided by financing activities		565,375			50,000
CASH - BEGINNING OF PERIOD		551,552			504,335
NET INCREASE (DECREASE) IN CASH		274,756			(451,760	)
CASH - END OF PERIOD	$	43,933		$	333,531
CASH - BEGINNING OF PERIOD		7,305			551,552
CASH - END OF PERIOD	$	282,061		$	99,792
CASH PAID DURING THE PERIOD FOR:
Interest expense	$	~~127~~101,~~542~~817		$	25,~~157~~894
Income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of notes payable (related party) and accrued interest into common stock	$	1,701,646		$	-
Common stock issued with notes payable	$	41,517		$	-
Derivative liabilities, assumed	$	270,355		$	-
Debt discounts obtained	$	(364,934	)	$	-

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

F-5

HELIO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~July~~January 31, ~~2025~~2026

(UNAUDITED)

NOTE 1: BUSINESS

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

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

Change-in-control Transaction

On October 3, 2022, Helio was incorporated in Florida, under the name Stirling Bridge Group, Inc. In ~~October~~May of 2023, the Company changed its name to Web3 Corporation. In January 2024, the Company acquired 100% of Heliospace’s common stock shares in exchange for 9,~~975~~795,733 newly issued ~~Common~~shares ~~Stock~~of ~~Shares~~common stock of the Company (the “Share Exchange”), and changed its name from Web3 Corporation to the Helio Corporation. The Company’s principal executive offices are located at 2448 Sixth Street, Berkeley, CA 94710. The transaction was accounted for as a recapitalization of Heliospace as Heliospace was deemed the accounting acquirer. The historical financial statements are that of Heliospace; therefore the pre-transaction financial statements are that of Heliospace. The transaction was effective on January 4, 2024 and combines the financial statements from the transaction date forward.

Liquidity

The Company has historically funded its working capital, research and development and capital expenditure requirements and other commitments (including debt service and repayment) from its operating cash flows, debt financing, and issuances of equity. The Company has historically experienced negative cash flows from operations and recurring net losses.

InDuring ~~May~~the ~~and~~year ~~June~~ended October 31, 2025 and the three months ended January 31, 2026, the Company entered into an additional note payable ~~agreement~~agreements and aconvertible ~~Receivables~~note ~~Sale~~agreements ~~Agreement~~ to obtain additional funding (see Note 5). Additional financing or capital investment will be necessary to sustain operations for one year from the issuance of these condensed consolidated financial statements.

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

If completed, the Company expects to use the net proceeds from investments and bridge financing to repay certain outstanding promissory notes and to support key operational initiatives. These include investments in research and development, expansion of sales, marketing, and business development activities, facility and infrastructure enhancements, manufacturing improvements, and other general corporate purposes, including working capital and upgrades to the Company’s financial and contract management systems.

The Company will need to raise substantial additional capital to accomplish its business plan for the foreseeable future. There can be no assurance as to the availability, if any, or terms upon which such financing and capital might be available in the future. As of July 31, 2025, the Company had cash and cash equivalents of $43,933, a decrease of $507,619 from $551,552 as of October 31, 2024.

The Company has outstanding unsecured notes to certain related parties with an aggregate outstanding principal balance of $1,163,280 as of July 31, 2025, the proceeds of which were used to meet working capital and cash flow management needs. The notes bear interest at between 6.5% and 11.25% per annum. $668,280 of these notes mature in the current 2025 fiscal year, and the remaining $495,000 mature in the 2026, 2027, or 2028 fiscal years.

F-6

AsIf ~~of July 31~~completed, ~~2025,~~ the Company ~~has~~expects ~~outstanding debt from unrelated parties pursuant~~ to ~~notes~~use ~~payable in~~ the ~~aggregate~~net proceeds ~~principal~~from ~~amount~~investments ~~of $1,831,731. These notes bear interest at 9.75%~~ and ~~12.00%~~bridge ~~and~~financing ~~mature~~to ~~within~~repay ~~the~~certain ~~next~~outstanding ~~two~~promissory ~~fiscal years. Certain of these~~ notes and ~~were~~to ~~initially~~support ~~convertible~~key ~~but~~operational ~~were amended to eliminate~~initiatives. ~~the~~These ~~conversion~~include ~~features~~investments in ~~consideration~~research ~~of the issuance by the Company~~ and~~/or~~ ~~the~~development, ~~transfer~~expansion ~~by certain shareholders~~ of ~~shares~~sales, ofmarketing, ~~the~~and ~~Company’s common~~business ~~stock~~development ~~(See Note 5). Interest on these notes either accrues or is paid quarterly or at maturity along with principal~~activities, asfacility ~~specifically~~and ~~described~~infrastructure inenhancements, ~~the~~manufacturing ~~note.~~improvements, ~~Upon the occurrence~~ and ~~during~~other ~~the~~general ~~continuance~~corporate ~~of any default by the Company under any of the above notes~~purposes, ~~which default~~including isworking ~~not~~capital ~~cured within fifteen (15) days following written notice of such default from the payee, the payee may declare the entire unpaid principal~~ and ~~unpaid interest immediately due and payable. Certain of these notes are secured by the Company’s accounts receivable,~~upgrades ~~and~~to ~~by shares of common stock pledged by one of~~ the Company’s ~~shareholders.~~financial ~~In addition, certain of these notes become due,~~ and ~~the~~ ~~payees~~contract ~~under~~management ~~certain of these notes have the right to accelerate their notes, upon the completion of an offering~~systems.

~~Because~~The ofCompany ~~historical~~will ~~and~~need ~~expected~~to ~~operating~~raise ~~losses and net operating cash flow deficits, there is~~ substantial ~~doubt~~additional capital ~~about the Company’s ability~~ to ~~continue~~accomplish asits abusiness ~~going~~plan ~~concern~~ for ~~one~~ ~~year from~~ the ~~issuance~~foreseeable ~~of the unaudited condensed consolidated financial statements~~future. ~~The~~There ~~unaudited~~can ~~condensed~~be ~~consolidated~~no ~~financial statements~~assurance ~~have~~as ~~been~~to ~~prepared under~~ the ~~going~~availability, ~~concern~~if ~~basis~~any, ofor ~~accounting. These unaudited condensed consolidated financial statements~~terms doupon ~~not~~which ~~include~~such ~~any~~financing ~~adjustments~~and ~~that~~capital might be ~~necessary~~available ~~from~~in the ~~outcome of this uncertainty~~future.

The Company has outstanding unsecured notes to certain related parties with an aggregate outstanding principal balance of $558,178 as of January 31, 2026, the proceeds of which were used to meet working capital and cash flow management needs. Of the aggregate outstanding principal balance, $358,178 are non-interest bearing and $200,000 are interest bearing with rates at 9.75% per annum. $200,000 of the principal is in default as of January 31, 2026, the remaining $358,178 is due on demand.

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

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

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to U.S. generally accepted accounting principles (“U.S. GAAP) and reflect all adjustments which are, in the opinion of management, necessary to a fair presentation of the results of the interim periods presented, under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). These ~~unaudited~~ condensed consolidated financial statements include all adjustments consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The ~~unaudited~~ condensed consolidated financial statements include the accounts of Helio Corporation and its wholly-owned subsidiary Heliospace. The Company’s ~~unaudited~~ condensed consolidated financial statements reflect the elimination of all significant inter-company accounts and transactions. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending October 31, ~~2025~~2026. Certain information and note disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes prepared in accordance with U.S. GAAP have been condensed in, or omitted from, these interim financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and related notes to the consolidated financial statements for the fiscal year ended October 31, ~~2024~~2025 included in the Company’s financial statements ~~included~~ inas ~~Form~~part ~~S-1/A~~of ~~filed with~~ the ~~SEC~~Company’s 10K filed on ~~March~~February 717, ~~2025.~~2026

F-7

Reclassification

InCertain ~~the~~reclassifications ~~preparation~~have ofbeen the unaudited condensed consolidated financial statements, the Company identified a $50,000 amount previously classified as Notes payable was more appropriately classified as Notes payable – related parties within the consolidated balance sheet as of October 31, 2024. Upon evaluation, the Company determined that the impact of this reclassification was immaterial to the consolidated financial statements taken as a whole. The reclassification is reflected within the October 31, 2024 balances presented in the accompanying unaudited condensed consolidated balance sheets, and was made to ~~enhance comparability and transparency of the financial statements. For the three and nine months ended July 31, 2024 period,~~prior ~~the~~periods ~~Company~~for ~~reclassified~~comparative ~~certain~~presentation ~~amounts~~purposes ~~on the statements of operations from facilities expense to right of use amortization to correctly reflect the amortization~~only.

Cash and Cash Equivalents

For the purposes of the ~~unaudited~~ condensed consolidated statements of cash flows, the Company considers all highly liquid investments purchased with a maturity of three (3) months or less to be cash equivalents. The Company has no cash equivalents as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025.

Cash accounts are insured at the Federal Deposit Insurance Corporation limits of $250,000 per bank. At times throughout the year, such bank balances may have exceeded the federally insured limit. As of ~~July~~January 31, ~~2025~~2026, there were no bank balances in excess of the federally insured limit.

Work In Progress

Work In Progress (WIP) tracks the costs incurred of a specific job that has not reached a certain milestone achievement. This is the computed value of work performed to advance milestone(s) that have not yet been billed and is used to track total job cost (billed and unbilled). Revenue of WIP is only recognized for specific milestones that are distinct contractual performance obligations that provide identifiable benefits to the customer independently of other project phases.

F-7

Accounts Receivable, net

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

As of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025, there was no amount recorded relating to the allowance for credit losses. The Company writes off bad debts as they occur during the year, if applicable. ~~Accounts~~During the three months ended January 31, 2026 and 2025, the Company recorded bad debt expense in the amount of $5,990 and $0, respectively. Accounts receivable as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025 was $~~601~~182,~~333~~378 and $1489,~~390~~426,~~202~~ respectively.

Property and Equipment, net

Property and equipment is stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and ~~maintenance~~ maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in the ~~unaudited~~ condensed consolidated statements of operations during the period in which the disposal occurred. The Company computes depreciation utilizing estimated useful lives, as stated below:

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

Management regularly reviews property and equipment for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Based on management’s assessment, there were no indicators of impairment of the Company’s property and equipment as of ~~July~~January 31, ~~2025~~2026 or October 31, ~~2024~~2025, respectively.

F-8

Use of Estimates

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

Fair Value Measurements

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

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

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

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

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

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

~~F-8~~The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at January 31, 2026 and October 31, 2025.

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

Convertible Debentures

The Company adheres to the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. Additionally, ASU 2020-06 removes the requirements for accounting for beneficial conversion features.

F-9

Revenue Recognition

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

Identify the contract with a customer.

Identify the performance obligations in the contract.

Determine the transaction price of the contract.

Allocate the transaction price to the performance obligations in the contract.

Recognize revenue when the performance obligations are met or delivered.

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

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

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

Income Taxes

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

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

F-910

Earnings (loss) Per Share

Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of ~~vested~~ common shares outstanding during the period. Diluted net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of outstanding common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings (loss) per share, as their effect ~~would~~ would have been anti-dilutive.

	July 31,
	January 31,
	2025		2024
	2026		2025
Stock options		1,~~422~~750,~~307~~971		1,422,307
Total common stock equivalents		1,422,307		1,422,307
Warrants		330,000		-
Convertible notes payable		3,024,705		-
Total common stock equivalents		5,105,676		1,422,307

Leases

The Company accounts for leases based on ASC Topic 842, Leases. Based on this standard, the Company determines if an agreement is a lease at inception. Operating leases are included in right-of-use lease asset, current operating lease obligations, and operating lease obligations, in the ~~Company’s~~ unaudited condensed consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of long-term debt, net and long-term debt, less current portion, and debt issuance costs in the Company’s ~~unaudited~~ condensed consolidated balance sheets.

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

Research and Development

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

Stock based-Based Compensation

The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718, Stock Compensation. The computation of the expense associated with stock-based compensation requires the use of a ~~valuation~~valuations model. The Company currently obtains valuation reports according to FASB ASC Topic 718 — Stock Compensation (“ASC 718”). Equity-based compensation consists solely of stock option awards, including Incentivized Stock Options (ISOs) and Non-Qualified Stock Options (NSOs)~~, whose exercise prices are determined by the 409A valuation reports~~. Compensation expense is recognized ratably over the vesting period as the employee provides services. See Note 68 – Stock Options for additional information.

F-11

Benefit Plan

~~The~~From November 1, 2024 through July 31, 2025 the Company ~~offers~~offered a 401(k) plan~~. Employees~~, ~~are~~in which employees were eligible to participate in the plan on the first day of the month following the date of hire. ~~Employees~~Under the plan employees may defer up to $23,500 for 2025 and $23,000 for 2024. The Company iswas required to contribute on behalf of each eligible participating employee., ~~The~~matching ~~Company will match~~ 100% of the participants deferral not to exceed 4% of employee compensation. Employees will share in the matching contribution ~~regardless~~ regardless of the amount of service completed during the plan year. Employees will become 100% vested in the employer matching contributions ~~after~~ after six years of service. In the three ~~and nine~~ months ended ~~July~~January 31, ~~2024~~2026, the benefit ~~contributions~~contribution ~~were~~was $4915,~~895 and $92,546, respectively~~193. In the three ~~and nine~~ months ended ~~July~~January 31, 2025, the benefit ~~contributions~~contribution ~~were~~was $4342,~~285 and $91,304, respectively~~651. Benefit contributions are included within general and administrative ~~expenses~~ expenses in the condensed consolidated statements of operations.

F-10

Subsequent Events

The Company evaluates events and transactions that occur after the condensed consolidated balance sheet date through the date the unaudited condensed consolidated financial statements are issued or available for issuance, to determine whether they should be recognized or disclosed in the unaudited condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

~~Recent~~The ~~accounting~~Company ~~pronouncements~~does not believe that ~~the~~there ~~Company~~are any ~~has~~new ~~adopted~~accounting orpronouncements that ~~will~~have bebeen ~~required~~issued tothat ~~adopt~~might inhave ~~the~~a ~~future~~material ~~are~~impact ~~summarized~~on ~~below~~its financial position or results of operations.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard requires a public entity to disclose significant segment expenses and other segment items on an interim and annual basis. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU in November 1, 2024. The adoption of this ASU had no effect on the Company’s results of operations. See Note 11 for the required disclosures associated with this update.

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

NOTE 3: PROPERTY AND EQUIPMENT

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

	July 31, 2025			October 31, 2024
	January 31, 2026			October 31, 2025
Property and equipment	$	465,091		$	465,091
Furniture and equipment	$	465,091		$	465,091
Less accumulated depreciation		(~~394~~406,~~698~~031	)		(~~377~~400,~~702~~365	)
Property and equipment, net	$	7059,~~393~~060		$	8764,~~389~~726

Depreciation expense for each of the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 was $5,666. ~~Depreciation expense for each of the nine months ended July 31, 2025 and 2024 was $16,996.~~

NOTE 4: NOTES PAYABLE – RELATED PARTIES

Between April 2022 and ~~February~~September 2025, certain related parties, including the Company’s Chief Executive Officer and Director and its Chief Engineer and Director, made various loans to the Company. The balance at ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025 was $1558,~~163,281~~178 and $~~602~~1,~~877~~336,613, respectively. ~~The~~Of ~~loans’~~the aggregate outstanding principal ~~terms~~balance, $358,178 are ~~between~~non-interest 5bearing and ~~36 months~~$200,000 ~~and~~ are ~~classified~~interest asbearing ~~current~~at ~~and~~9.75% ~~non-current liabilities~~per onannum. $200,000 of the ~~unaudited~~principal ~~condensed~~is ~~consolidated~~in default ~~balance~~as ~~sheets~~of ~~with~~January ~~6.50%~~31, to2026, ~~11.25%~~the ~~interest~~remaining ~~per~~$358,178 ~~annum.~~is due on demand. All unpaid principal, accrued interest, and other amounts owing under the above notes ~~are~~would be paid at maturity. These notes ~~are~~were collateralized with the Company receivables and other assets.

~~Included~~On ~~within~~December ~~the notes payable – related parties balance is a convertible note agreement entered on March 18~~2, ~~2024 for $50~~2025,~~000.~~ ~~The convertible note was scheduled to mature on March 18, 2026 and carries an interest rate of 9.75% per annum. The principal and prior accrued interest of~~ the ~~note~~Company ~~was~~entered ~~convertible~~ into ~~shares~~exchange ofagreements with the Company’s ~~common~~then ~~stock~~Chief atExecutive ~~$2.00~~Officer ~~per~~and ~~share.~~Chairman ~~On October 31, 2024, the Company amended the agreement with the holder~~ of the ~~note~~Board, toand ~~change its maturity to~~ the ~~earlier of the date that the~~ Company’s ~~lists~~Chief ~~its~~Engineer ~~securities~~and on a ~~national~~member ~~stock~~of ~~exchange~~the orBoard ~~March 31, 2025 and eliminated the conversion feature~~ of ~~the note~~Directors. ~~Interest~~Pursuant onto the ~~note~~Exchange ~~accrues and is paid at maturity along with principal~~Agreement, ~~as specifically described in~~ the ~~note.~~officers ~~Interest~~exchanged ~~on the note accrues and is paid at maturity along with~~ principal~~, as~~ ~~specifically described~~ in the ~~note.~~amount ~~The loan incurred interest expense~~ of $1969,~~229~~054 and $388,~~666~~712 ~~for~~in ~~the~~accrued interest ~~three~~for ~~and nine months ended July 31~~7,398,459 ~~2025.~~shares ~~Accrued interest as~~ of ~~July~~the ~~31,~~Company’s ~~2025~~common ~~and~~stock. ~~October~~The ~~31,~~shares ~~2024~~were isvalued ~~$3,869~~at ~~and~~ $~~203~~1, ~~respectively~~701,646, ~~which~~or ~~was~~$0.23 ~~accrued~~per onshare. ~~the~~This ~~unaudited~~resulted ~~condensed~~in ~~consolidated~~a ~~balance~~loss ~~sheet~~on ~~within~~debt ~~the~~extinguishment ~~Accounts~~in ~~payable~~the ~~and~~amount ~~accrued~~of ~~expenses line item~~$643,880.

On April 25, 2025, the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The terms of the amended note were not substantially different than the original and therefore did not result in an extinguishment of the original note. On September 22, 2025 the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or October 31st, 2025, with repayment of the note to occur in monthly installments from October 31st through December 31st 2025. Under the terms of the extension the note was not considered in default. The terms of the amended note were not substantially different than the original and therefore did not result in an extinguishment of the original note.

F-11

On April 16, 2025, the Company issued an unsecured promissory note in the principal amount of $150,000 to Indicia Capital, LLC. The note bears interest at a rate of 9.75% per annum and matures on the earlier of (i) 180 days from the date of issuance or (ii) the date the Company receives at least $1,000,000 in new financing. In connection with the issuance of the note, the Chief Executive Officer and Director transferred 15,000 shares of the Company’s common stock to Indicia Capital as additional consideration to enter the loan. James Byrd, who serves as a co-manager and holds a 50% membership interest in Indicia Capital, was the original organizer of the Company by virtue of having founded the Company in October 2022. Accordingly, the transaction is considered a related party transaction. The loan incurred interest expense of $561 and $3,687 for the three and nine months ended July 31, 2025. Accrued interest as of July 31, 2025 is $4,247, which was accrued on the unaudited condensed consolidated balance sheet as of July 31, 2025 within the Accounts payable and accrued expenses line item. On September 22, 2025 the Company executed an extension of the maturity date of the note to October 31st 2025, with repayment to occur in monthly installments from October 31st through December 31st 2025. Under the terms of the extension the note was not considered in default. The terms of the amended note were not substantially different than the original and therefore did not result in an extinguishment of the original note.

	July 31, 2025		October 31, 2024
Notes payable – related parties, current portion	$	668,280	$	420,000
Notes payable – related parties, non-current portion		495,000		182,877
Total notes payable – related parties	$	1,163,280	$	602,877

The aggregate maturity on the notes payable – related parties as of July 31, 2025, are as follows:

2025	$	585,404
2026		82,876
2027		110,000
2028		385,000
		1,163,280
Less current portion		(668,280	)
Notes payable – related parties, non-current portion	$	495,000

NOTE 5: NOTES PAYABLE

On March 12, 2024, the Company executed a note payable agreement for $150,000. The note originally matured on March 12, 2025 and carries an interest rate of 12% per annum. On April 25, 2025, the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The loan incurred interest expense of $4,537 and $9,882 for the three and nine months ended July 31, 2025. The loan incurred interest expense of $4,500 and $9,000 for the three and nine months ended July 31, 2024. Accrued interest as of July 31, 2025 and October 31, 2024 is $24,919 and $10,500, respectively, which was accrued on the unaudited condensed consolidated balance sheet within the Accounts payable and accrued expenses line item On September 21, 2025 the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or November 1st 2025, and an acknowledgement that the note was not considered in default.

On June 20, 2024, the Company executed a convertible note payable agreement for $450,000 with a venture capital fund. The convertible note matures on June 20, 2026 and carries an interest rate of 9.75% per annum. The principal and prior accrued interest of the note were convertible into shares of the Company’s common stock at $2.00 per share. On October 7, 2024, $50,000 of the note payable was assigned to an unrelated holder. On October 31, 2024, the Company amended the agreement with the holder of the $50,000 note to change its maturity to the earlier of the Company listing on a national stock exchange or March 31, 2025 and eliminated the conversion feature of the note. On October 17, 2024, the Company amended the agreement with the holder of the $400,000 note, which eliminated the conversion feature and advanced the date of the loan to November 5, 2025. Interest on the notes is paid quarterly or accrues and is to be repaid at maturity along with principal, as specifically described in the notes. The Company accounted for the amendment as an extinguishment of debt and recorded a loss of $8,100 on the consolidated statements of operations for the year ended October 31, 2024. The loan incurred interest expense of $11,059 and $23,423 for the three and nine months ended July 31, 2025, respectively. The loan incurred interest expense of $7,836 and $15,672 for the three and nine months ended July 31, 2024, respectively. Accrued interest as of July 31, 2025 is $9,983, which was accrued on the unaudited condensed consolidated balance sheets within the Accounts payable and accrued expenses line item. On April 25, 2025, the Company executed a loan amendment for an extension of the maturity date of the $50,000 portion of the note payable until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The terms of the amended note were not substantially different than the original and therefore did not result in an extinguishment of the original note. On July 2, 2025, the Company entered into separate Stockholder Pledge Agreement with the holder of $400,000 of the above notes with the Company’s former director and Chief Technology Officer and a director and Chief Engineer to secure the Company’s obligations. Pursuant to the Pledge Agreements, each Pledgor pledged 1,000,000 shares of the Company’s common stock as collateral. The Pledge Agreements require the pledged shares to maintain a collateral coverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $4.00 per share valuation. If the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors or the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes. On September 22, 2025 the Company executed an extension of the maturity date of the $50,000 portion of the note to October 31st, 2025, with repayment of the note to occur in monthly installments from October 31st through December 31st 2025. Under the terms of the extension the note was not considered in default. The terms of the amended note were not substantially different than the original and therefore did not result in an extinguishment of the original note.

F-12

OnIncluded ~~July 31,~~within ~~2024,~~ the ~~Company~~notes ~~issued~~payable – related parties balance is a convertible note ~~payable~~ agreement entered on March 18, 2024 for $~~250~~50,000. The convertible note ~~matures~~was onscheduled ~~July~~to ~~31,~~mature ~~2025~~on March 18, 2026 and carries an interest rate of 139.75% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at a$2.00 ~~price~~ per share ~~equal to a 30% discount per share of the final per-share price of a planned public offering~~. On October 16 31, 2024, the Company amended the agreement with the holder ~~which~~of the ~~eliminated~~note ~~the~~to ~~conversion~~change ~~feature,~~its ~~changed~~maturity to the ~~interest~~earlier ~~rate~~of tothe ~~9.75%~~date ~~per~~that ~~annum,~~the ~~increased~~Company ~~the~~lists ~~principal of~~its ~~the~~securities ~~note~~on toa ~~$500~~national stock exchange or March 31,~~000,~~ 2025 and ~~extended~~eliminated the ~~maturity~~conversion ~~date~~feature of the ~~loan to November 5, 2025~~note. Interest on the note ~~either is paid quarterly or~~ accrues and is paid at maturity along with principal, as specifically described in the note. Due to the elimination of the conversion feature the Company accounted for the amendment as a significant change resulting in an extinguishment of debt and recorded a loss of $15,750 on the consolidated statements of operations for the year ended October 31, 2024. The loan incurred interest expense of $61,~~144~~ 229 and $161,~~052~~219 for the three ~~and nine~~ months ended ~~July~~January 31, 2026 and 2025, respectively. Accrued interest as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~ 2025 is $26,~~070~~327 and $75,~~786~~098, respectively, which was accrued on the ~~unaudited~~ condensed consolidated balance ~~sheet~~sheets within the Accounts payable and accrued expenses line item. On ~~July~~April 225, 2025, the Company executed ~~entered~~an ~~into~~extension ~~separate~~of ~~Stockholder~~the ~~Pledge~~maturity ~~Agreement~~date ~~with~~until the ~~holder~~earlier of the ~~above~~ ~~note~~date ~~with~~ the Company’s ~~former~~is ~~director~~able ~~and~~to ~~executive~~achieve ~~officer~~a ~~and~~listing ~~Chief~~on ~~Operating~~a ~~Officer~~national ~~to secure the Company’s obligations.~~stock ~~Pursuant~~exchange toor ~~the~~June ~~Pledge Agreements~~30, ~~each Pledgor pledged 1,000,000 shares of the Company’s common stock as collateral~~2025. The ~~Pledge Agreements~~note ~~require~~was ~~the~~extended ~~pledged~~again ~~shares~~ to ~~maintain~~December ~~a collateral coverage ratio equal to 400% of the outstanding principal amount of the Notes~~31, ~~based on a $4~~2025.00 ~~per~~However, ~~share valuation. If~~ the ~~Secured~~note ~~Party~~is ~~delivers~~considered ~~a collateral call notice due to a decline~~ in ~~the~~default ~~value~~as of ~~the~~ ~~pledged shares or a dilution event,~~ the ~~Pledgors or the Company are required to provide additional shares. Failure to do so may constitute~~balance ansheet ~~event of default under the Notes~~date.

On ~~July 31~~April 16, ~~2024~~2025, the Company ~~executed a~~issued ~~convertible~~an unsecured promissory note in ~~payable~~the ~~agreement~~principal ~~for~~amount of $~~250~~150,000. ~~The~~to ~~convertible~~Indicia ~~note matures on May 1~~Capital, ~~2025~~LLC. ~~and~~The ~~carries~~note anbears interest at a rate of 13 9.75% per annum. ~~The principal~~ and ~~prior~~matures ~~accrued~~on ~~interest~~the earlier of ~~the~~(i) ~~note~~180 ~~was~~days ~~convertible~~from ~~into~~the ~~shares~~date of ~~the~~issuance ~~Company’s~~or ~~common~~(ii) ~~stock at~~the ~~$2.00~~date ~~per~~the ~~share.~~Company Onreceives ~~October~~at ~~16,~~least ~~2024~~$1,000,000 ~~the~~in ~~Company~~new ~~amended~~financing. ~~the~~In ~~agreement~~connection with the ~~holder~~issuance ~~which~~of ~~eliminated~~ the ~~conversion feature~~note, ~~changed~~ the ~~interest~~Chief ~~rate~~Executive toOfficer ~~9.75%~~and ~~per~~Director ~~annum~~transferred 15,000 ~~and~~shares ~~extended~~of the ~~maturity~~Company’s ~~date~~common ofstock ~~the~~to ~~loan~~Indicia Capital toas ~~November 5,~~additional ~~2025.~~consideration ~~Interest~~to onenter the ~~note~~ ~~either~~loan. ~~accrues~~James orByrd, iswho ~~paid~~serves ~~quarterly~~as ora atco-manager ~~maturity~~and ~~along~~holds ~~with~~a ~~principal,~~50% asmembership ~~specifically~~interest ~~described~~ in ~~the note. The Company~~Indicia ~~accounted~~Capital, ~~for~~was the ~~amendment~~original asorganizer ~~an extinguishment~~ of ~~debt~~the ~~and~~Company ~~recorded~~by avirtue ~~loss~~ of ~~$4,500~~having onfounded the ~~consolidated~~Company ~~statements~~in ofOctober ~~operations for~~2022. Accordingly, the ~~year~~transaction is ~~ended~~considered ~~October~~a ~~31,~~related ~~2024~~party transaction. The loan incurred interest expense of $63,~~144~~686 ~~and $9,062~~ for the three ~~and nine~~ months ended ~~July~~ January 31, ~~2025, respectively~~2026. Accrued interest as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025 is $211,~~070~~619 and $7,~~786~~934, respectively, which was accrued on the ~~unaudited~~ condensed consolidated balance sheet as of ~~July~~January 31, ~~2025~~2026 within the Accounts payable and accrued expenses line item.

On January 9, 2025, the Company executed a note payable agreement for $50,000. The note matures on January 9, 2027 and carries an interest rate of 9.75% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The loan incurred interest expense of $1,229 and $1,493 for the three and nine months ended July 31, 2025, respectively. Accrued interest as of July 31, 2025 is $2,722, which was accrued on the unaudited condensed consolidated balance sheet as of July 31, 2025 within the Accounts payable and accrued expenses line item.

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

The aggregate maturity on the notes payable – related parties as of January 31, 2026, are as follows:

On Demand

558,178

NOTE 5: NOTES PAYABLE

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

F-13

On ~~February 3~~June 20, ~~2025~~2024, the Company executed a convertible note ~~payable~~ payable agreement for $~~100~~450,000 with a venture capital fund. The convertible note matures on ~~February 9~~June 20, ~~2027~~2026 and carries an interest rate of 9.75% per annum. ~~Interest~~The principal and prior accrued interest of the note were convertible into shares of the Company’s common stock at $2.00 per share. On October 7, 2024, $50,000 of the note payable was assigned to an unrelated holder. On October 31, 2024, the Company amended the agreement with the holder of the $50,000 note to change its maturity to the earlier of the Company listing on a national stock exchange or March 31, 2025 and eliminated the conversion feature of the note. On October 17, 2024, the Company amended the agreement with the holder of the $400,000 note, ~~accrues~~which eliminated the conversion feature and advanced the date of the loan to November 5, 2025. Interest on the notes is paid quarterly or accrued and is to be repaid at maturity along with principal, as specifically described in the ~~note~~notes. The ~~loan~~Company ~~incurred~~accounted ~~interest~~for ~~expense~~the amendment as an extinguishment of debt and recorded a loss of $8,100 on the condensed consolidated statements of operations for the year ended October 31, 2024. The $2400,~~458~~000 loans incurred $9,831 and $29,~~330~~751 of interest expense for the three ~~and nine~~ months ended ~~July~~January 31, 2026 and 2025, respectively. Accrued interest as of ~~July~~January 31, 2026 and October 31, 2025 is $413,~~788~~142 and $3,312, respectively, which was accrued on the ~~unaudited~~ condensed consolidated balance ~~sheet~~sheets within the Accounts payable and accrued expenses line item. The $50,000 loan incurred $1,229 and $1,219 of interest expense for the three months ended January 31, 2026 and 2025, respectively. Accrued interest as of ~~July~~January 31, 2026 and October 31, 2025 is $9,128 and $7,900, respectively, which was accrued on the condensed consolidated balance sheets within the Accounts payable and accrued expenses line item. On April 25, 2025, the Company executed a loan amendment for an extension of the maturity date of the $50,000 portion of the note payable until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note was extended again to December 31, 2025. However, the note is considered in default as of the balance sheet date. The terms of the amended note were not substantially different than the original and therefore did not result in an extinguishment of the original note. On July 2, 2025, the Company entered into separate Stockholder Pledge Agreement with the holder of $400,000 of the above notes with the Company’s former director and executive officer and Chief Operating Officer to secure the Company’s obligations. Pursuant to the Pledge Agreements, each Pledgor pledged 1,000,000 shares of the Company’s common stock as collateral. The Pledge Agreements require the pledged shares to maintain a collateral coverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $4.00 per share valuation. If the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors or the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes.

InOn ~~May~~July 1931, ~~2025~~2024, the Company ~~obtained~~issued a ~~short-term loan,~~convertible ~~which~~note ~~totaled~~payable $agreement for $250,000. The convertible note matured on October 31, ~~from~~2025 and carries an interest rate of 13% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at a ~~single~~price ~~lender~~per share equal to ~~fund~~a ~~operations~~30% discount per share of the final per-share price of a planned public offering. ~~This~~Subsequent ~~loan~~to ~~included~~the ~~origination~~issuance ~~fees~~of ~~totaling~~the $convertible 7note the Company amended the agreement with the holder which eliminated the conversion feature,~~500~~ ~~for~~changed ~~net~~the ~~proceeds~~interest rate to 9.75% per annum, increased the principal of the note to $500,000, ~~242~~and extended the maturity date of the loan to November 5,~~500~~ 2025. ~~The~~Interest ~~loan~~on the note either is ~~secured~~paid byquarterly ~~expected~~or ~~(i)~~accrues ~~future~~and ~~cash~~is ~~receipts~~paid ofat ~~the~~maturity ~~Company,~~along ~~and~~with ~~(ii)~~principal, ~~all~~as ~~other~~specifically ~~tangible~~described ~~and~~in ~~intangible~~the ~~personal property~~note. ~~Payments~~Due ~~are~~to ~~expected~~the onelimination of athe ~~weekly~~conversion ~~basis~~feature the Company accounted for 52the ~~weeks.~~amendment ~~The~~as ~~Company~~a issignificant ~~expected~~change toresulting ~~repay~~in an ~~aggregate~~extinguishment of debt and recorded a loss of $~~311~~15,~~000~~750 toon the ~~lender over~~condensed ~~the~~consolidated ~~nominal~~statements ~~term.~~of ~~The~~operations ~~repayment~~for ~~amount~~the ~~decreases~~year ~~for~~ended ~~earlier~~October ~~payoff~~31, ~~dates~~2024. The loan incurred interest expense of $1110,~~731~~690 and $12,188 for the three ~~and nine~~ months ended ~~July~~January 31, 2026 and 2025, respectively. Accrued interest as of ~~July~~January 31, 2026 and October 31, 2025 is $014,292 and $3,602, respectively, which was accrued on the condensed consolidated balance sheets within the Accounts payable and accrued expenses line item. On July 2, 2025, the Company entered into separate Stockholder Pledge Agreement with the holder of the above note with the Company’s former director and executive officer and Chief Operating Officer to secure the Company’s obligations. Pursuant to the Pledge Agreements, each Pledgor pledged 1,000,000 shares of the Company’s common stock as collateral. The Pledge Agreements require the pledged shares to maintain a collateral coverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $4.00 per share valuation. If the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors or the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes.

On June 8, 2025, the Company entered into a Receivables Sale Agreement pursuant to which the Company sold receivables totaling $192,000 to a third party for $150,000 from which fees of $2,000 were deducted for net proceeds of $148,000. The purchasers right to receive remittances under this agreement is contingent upon the Company’s receipt of the receivables. The expected repayment is approximately $3,700 based on $3.27% of the Company estimated sales revenue. The estimated term is 1 year. The agreement is guaranteed by certain officers and directors of the Company. The loan incurred interest expense of $5,654 for the three and nine months ended July 31, 2025. Accrued interest as of July 31, 2025 is $0.

	July 31, 2025		October 31, 2024
Notes payable, current	$	1,681,731	$	200,000
Notes payable, less current portion		150,000		1,150,000
Total notes payable	$	1,831,731	$	1,350,000

The aggregate maturity on the notes payable as of July 31, 2025, are as follows:

2025	$	200,000
2026		1,481,731
2027		150,000
		1,831,731
Less current portion		(1,681,731	)
Notes payable, non-current portion	$	150,000

NOTE 6: STOCK OPTIONS

The 2018 Equity Incentive Plan was approved by the Board of Directors on July 1, 2018 and the Company amended the equity plan on December 17, 2023. In conjunction with the recapitalization and effective January 3, 2024, the Company adopted the Heliospace 2018 Equity Plan as the Company’s Plan (“Equity Plan”). The Equity Plan limits the shares of common stock authorized to be awarded as stock awards to 2,382,352 shares as of July 31, 2025 and October 31, 2024, respectively. Employees are provided stock options vesting over a period of four years with a one-year cliff. After one year, 25% of the award size vests followed by 1/48th of the award size for each month thereafter. On a case-by-case basis, options have been granted outright with no vest period.

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

During the three months ended July 31, 2025 and 2024, there were no stock options granted. During the nine months ended July 31, 2025 and 2024, there were zero and 239,990 stock options granted, respectively.

The grant date fair value was calculated using the Black-Scholes option pricing model using the following weighted average inputs:

Risk free interest rate	3.90	%	3.90	%
Expected term (years)	6.01		9.95
Expected volatility	65.79	%	68.51	%
Expected dividends	0.00	%	0.00	%

F-14

	Number of Shares			Weighted Average Shares ($)		Weighted Average (Years)		Intrinsic Value
Balance as of October 31, 2023		2,004,135		$	0.08		7.56	$	140,289
Recapitalization of options		(777,241	)		-		-		-
Issued		239,990			0.15		4.15		1,163,951
Canceled		-			-		-		-
Exercised		-			-		-		-
Balance as of January 31, 2024		1,466,884		$	0.09		4.15	$	7,200,270
Issued		-			-		-		-
Canceled		(44,577	)		-		-		(219,319	)
Exercised		-			-		-		-
Balance as of April 30, 2024		1,422,307		$	0.09		7.52	$	6,980,951
Issued		-			-		-		-
Canceled		-			-		-		-
Exercised		-							-
Balance as of July 31, 2024		1,422,307		$	0.09		7.27	$	6,980,951
Balance as of October 31, 2024		1,422,307			0.09		7.02		6,980,951
Issued		-			-		-		-
Canceled		-			-		-		-
Exercised		-			-		-		-
Balance as of January 31, 2025		1,422,307		$	0.09		7.02	$	6,980,951
Issued		-			-		-		-
Canceled		-			-		-		-
Exercised		-			-		-		-
Balance as of April 30, 2025		1,422,307		$	0.09		6.52	$	6,980,951
Issued		-			-		-		-
Canceled		-			-		-		-
Exercised		-			-		-		-
Balance as of July 31, 2025		1,422,307		$	0.09		6.27	$	6,980,951

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

~~Stock-based compensation~~On ~~from~~January ~~stock~~9, ~~awards for~~2025, the ~~three~~ ~~months~~Company ~~ended~~executed ~~July~~a 31note payable agreement for $50,000. ~~2025~~The ~~and~~note ~~2024~~matures ~~was~~on ~~$38~~January 9,~~849~~ 2027 and ~~$56,600,~~carries ~~respectively~~an interest rate of 9.75% ~~Stock-based compensation~~per ~~from~~annum. ~~stock awards~~The ~~for~~Company ~~the nine~~may ~~months~~not ~~ended~~prepay ~~July~~the ~~31,~~note ~~2025~~within the ~~and~~first ~~2024~~180 ~~was~~days ~~$126,603~~of ~~and~~the ~~$139,521,~~note ~~respectively~~date. AsInterest ofon ~~July~~the ~~31,~~note ~~2025~~accrues and ~~2024,~~is ~~there remained~~paid ~~$145,879 and~~at ~~$322,171~~maturity ofalong ~~unrecognized~~with ~~stock-based compensation~~principal, ~~from~~as ~~stock~~specifically ~~option~~described in ~~awards,~~the ~~respectively~~note. AsThe ofloan ~~July~~incurred ~~31, 2025,~~interest ~~there~~expense ~~were~~ of $1,~~240,047 shares~~229 ofand ~~common~~$1,219 ~~stock~~for ~~related~~the tothree ~~stock~~months ~~option~~ended ~~grants~~January ~~that~~31, ~~were~~2026 ~~vested~~ and ~~182~~2025,~~260~~ ~~stock option grants~~respectively. ~~that~~Accrued ~~were~~interest ~~unvested.~~as As of ~~July~~January 31, ~~2024~~2026 and October 31, ~~there~~2025 ~~were~~is 1$5,~~055~~179 and $3,~~871 shares~~951, ofrespectively, ~~common~~which ~~stock~~was ~~related~~accrued toon ~~stock~~the ~~option~~condensed ~~grants~~consolidated balance ~~that~~sheet ~~were~~as ~~vested and~~of ~~366~~January 31,~~436~~ ~~stock~~2026 ~~option~~within ~~grants~~the ~~that~~accounts ~~were~~payable ~~unvested~~and accrued expenses line item.

On February 3, 2025, the Company executed a note payable agreement for $100,000. The ~~fair~~note ~~value~~matures on February 9, 2027 and carries an interest rate of 9.75% per annum. Interest on the ~~stock~~note ~~was~~accrues ~~determined~~and ~~using~~is ~~observable~~paid ~~inputs~~at ~~(level~~maturity 2along ~~fair~~with ~~value~~principal, ~~measurement)~~as ~~with~~specifically adescribed ~~market~~in ~~approach~~the ~~technique~~note. The ~~main~~loan ~~input~~incurred interest expense of $2,458 for the ~~common~~three months ~~stock~~ended ~~fair~~January ~~value~~31, ~~was the~~2026. ~~price~~Accrued interest as of January 31, 2026 and October 31, 2025 is $9,703 and $7,246, respectively, which was accrued on the ~~Company’s~~condensed ~~common~~consolidated ~~stock~~balance sheet as of ~~the~~January ~~date~~31, of2026 within the ~~grant~~accounts payable and accrued expenses line item.

On May 19, 2025, the Company obtained a short-term loan, which totaled $ 250,000, from a single lender to fund operations. This loan included origination fees totaling $ 7,500 for net proceeds of $ 242,500. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 52 weeks. The Company is expected to repay an aggregate of $311,000 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. The loan incurred interest expense of $13,846 for the three months ended January 31, 2026.

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

On September 18, 2025, the Company obtained a short-term loan, which totaled $ 63,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 30 weeks. The Company is expected to repay an aggregate of $91,980 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. The loan incurred interest expense of $12,558 for the three months ended January 31, 2026.

On September 30, 2025, the Company obtained a short-term loan, which totaled $ 60,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 18 weeks. The Company is expected to repay an aggregate of $89,940 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. The loan incurred interest expense of $21,623 for the three months ended January 31, 2026.

F-15

~~NOTE~~On 7:September ~~LEASES~~30, 2025, the Company obtained a short-term loan, which totaled $ 60,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 18 weeks. The Company is expected to repay an aggregate of $89,940 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. The loan incurred interest expense of $21,623 for the three months ended January 31, 2026.

~~The~~On September 30, 2025, the Company ~~leases~~obtained ~~its~~a ~~office~~short-term ~~and~~loan, ~~manufacturing~~which ~~facility~~totaled ~~both~~$ ~~classified~~80,000, asfrom ~~operating~~a ~~leases~~single lender to fund operations. The ~~Company~~loan ~~recognized~~is ~~right~~secured by expected (i) future cash receipts of ~~use~~the ~~assets~~Company, and (ii) ~~lease~~all ~~liabilities~~other ~~pursuant~~tangible toand ~~these~~intangible ~~leases~~personal property. Payments are expected on a weekly basis for 24 weeks. The Company is expected ~~Leases~~to ~~with~~repay an ~~initial~~aggregate of $120,000 to the lender over the nominal term. ofThe ~~12 months~~repayment oramount ~~less~~decreases orfor ~~leases~~earlier ~~that~~payoff ~~are~~dates. ~~immaterial~~The ~~are~~loan incurred ~~not~~interest ~~included~~expense onof $21,667 for the ~~unaudited~~three ~~condensed~~months ~~consolidated balance~~ended ~~sheets~~January 31, 2026. ~~The~~Accrued ~~lease~~interest ~~liability~~as ~~was~~of ~~calculated~~January at31, 2026 is $1,667. The Company evaluated the ~~commencement~~Receivables ~~date~~Sale Agreement to determine if it meets the definition of ~~each~~a ~~lease~~contract byliability ~~discounting~~under ASC 606 or if it meets the ~~future~~definition ~~payments~~of ~~using~~debt under ASC 470, Debt. The contract meets the definition of debt as there is no obligation to perform services ~~Company’s~~and ~~incremental~~the ~~borrowing~~instrument ~~rate~~is ofto ~~10%~~be repaid with cash.

InOn ~~addition~~January 23, 2026, the Company isissued a ~~lessee under four leases with an initial term of 12 months or less. These leases combine for approximately~~ $17100,000 ~~and $31,500 of lease expense for~~ ~~the three~~note ~~months~~that ~~ending~~is ~~July~~non-interest ~~31,~~bearing ~~2025~~ and ~~2024,~~is ~~respectively.~~due ~~These~~on ~~leases combine for approximately $51,000 and $94,500 of lease expense for the nine months ending July 31, 2025 and 2024, respectively~~demand.

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

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

The ~~office~~aggregate ~~lease~~maturity ~~commenced~~ on ~~September 1, 2023~~the ~~and~~notes ~~has~~payable ~~a term~~ as of ~~two years.~~January ~~The~~31, ~~rent is fixed at $3~~2026,~~909~~ ~~for~~are ~~the~~as ~~term of the lease.~~follows:

Future minimum lease payments required under operating leases on an undiscounted cash flow basis as of July 31, 2025 were as follows:

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

2025	$	121,922
2026		477,956
2027		283,626
Total future minimum lease payments	$	883,504
Less imputed interest		(79,523	)
Total operating lease liability	$	803,981

NOTE 6: CONVERTIBLE NOTES PAYABLE

~~The~~On August 26, 2025, the Company ~~recognized~~executed ~~rent~~a ~~expense~~note ~~pursuant~~payable toagreement for ~~these~~$275,000 ~~leases~~from which $75,000 in fees were deducted for net proceeds of $200,000. The note matures on August 26, 2026 and carries an interest rate of 10% per annum. Interest on the ~~straight-line basis~~note inaccrues ~~accordance~~and is paid at maturity along with ~~the~~principal, ~~guidance~~as specifically described in ~~ASC~~the note. In addition, the Company issued ~~842~~25,000 unregistered shares of its common stock (the “Commitment Shares”), to the Buyer as additional consideration. The Note is convertible, upon certain events of default or missed payments, into shares of the Company’s common ~~recognized~~stock ~~rent~~at a price equal to 90% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). The loan incurred interest expense of $~~100~~6,~~019~~ 932 for the three months ended ~~July~~January 31, ~~2025~~2026. Accrued interest as of January 31, 2026 and ~~2024~~ October 31, 2025 is $11,904 and $~~300~~4,~~057~~973, ~~for~~respectively, which was accrued on the ~~nine~~condensed consolidated balance sheet as of January 31, 2026 within the accounts payable and accrued expenses line item. During the three months ended ~~July~~January 31, ~~2025~~2026, the ~~and 2024~~Company recorded $28,775 in debt discount amortization related to ~~these~~ ~~leases,~~the ~~which~~note. isAs ~~included~~of ~~within~~January ~~facilities~~31, ~~expense~~2026, onthe carrying value of the ~~unaudited~~note amounted ~~condensed~~to ~~consolidated~~$226,573, ~~statements~~which ofis ~~operations~~$275,000 less $48,427 in unamortized discount.

NOTE 8: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is not presently a party to any legal proceedings, the resolution of which the Company believes would have a material adverse effect on its business, financial condition, operating results, or cash flows. However, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on its business, financial position, results of operations, and/or cash flows.

NOTE 9: INCOME TAXES

There was no income tax expense reflected in the results of operations for the quarters ended July 31, 2025 and 2024, because the Company carried forward net losses for tax purposes.

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the quarters ended July 31, 2025 and 2024:

	July 31, 2025			July 31, 2024
Federal income taxes at statutory rate		21.00	%		21	%
State income taxes at statutory rate		7.19	%		6.97	%
Change in valuation allowance		(28.80	)%		(27.95	)%
Other		0.61	%		(0.03	)%
Totals		-			-	%

F-16

~~Deferred~~On ~~tax~~December ~~assets~~19, 2025, the Company executed a note payable agreement for $65,205 from which $8,505 in fees were deducted for net proceeds of $56,700. The note matures on October 15, 2026 and carries an interest rate of 12% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The Note is convertible, following the last to occur, (i) 180 days following the inception date or (ii) an event of ~~July~~default, into shares of the Company’s common stock at a price equal to 65% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). The loan incurred interest expense of $922 for the three months ended January 31, 2026. ~~2025~~Accrued ~~and~~interest ~~October~~as of January 31, 2026 is $922. During the three months ended January 31, 2026, the Company recorded $6,802 in debt discount amortization related to the note. As of January 31, ~~2024~~2026, ~~consist~~the carrying value of the ~~following~~note ~~components:~~amounted to $24,548, which is $65,205 less $40,657 in unamortized discount.

	July 31, 2025			October 31, 2024
Deferred tax assets	$	-		$	-
Net operating loss carryforwards		1,180,339			421,921
Capitalized research and development costs		125,303			100,146
Stock based compensation		90,398			54,970
ROU Liabilities		224,954			-
Other		210			210
Total deferred tax asset	$	1,621,204		$	577,246
Valuation allowance		(1,391,006	)		(560,134	)
Deferred tax assets, net	$	230,198		$	17,113
Deferred tax liabilities
ROU Assets		(217,841	)		-
Depreciation		(12,357	)		(17,113	)
Net deferred tax assets	$	-		$	-

On December 19, 2025, the Company executed a note payable agreement for $127,010 from which $22,010 in fees were deducted for net proceeds of $105,000. The note matures on December 15, 2026 and carries an interest rate of 12% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The Note is convertible, following the last to occur, (i) 180 days following the inception date or (ii) an event of default, into shares of the Company’s common stock at a price equal to 65% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). The loan incurred interest expense of $1,796 for the three months ended January 31, 2026. Accrued interest as of January 31, 2026 is $1,796. During the three months ended January 31, 2026, the Company recorded $9,760 in debt discount amortization related to the note. As of January 31, 2026, the carrying value of the note amounted to $54,842, which is $127,010 less $72,168 in unamortized discount.

~~The~~On December 19, 2025, the Company ~~has~~executed a note payable agreement for $65,205 from which $16,905 in fees were deducted for net ~~operating~~proceeds ~~loss~~of ~~carry~~$48,300. ~~forwards~~The note matures on October 15, 2026 and carries an ~~available~~interest torate ~~offset~~of ~~future~~12% ~~taxable~~per ~~income~~annum. ~~Current~~Interest ~~tax~~on ~~laws~~the ~~limit~~note accrues and is paid at maturity along with principal, as specifically described in the ~~Company’s~~note. ~~ability~~The Note is convertible, following the last to ~~utilize~~occur, ~~these~~(i) ~~carryforwards.~~180 ~~Because~~days following the inception date or (ii) an event of default, into shares of the Company’s ~~realization~~common stock at a price equal to 65% of the ~~deferred~~lowest ~~tax~~closing ~~assets~~price isduring ~~not~~the 10 trading days ~~certain~~prior to conversion, ~~the~~subject ~~Company~~to ~~fully~~adjustment. ~~offset~~Conversions ~~the~~are ~~deferred~~further ~~tax~~limited ~~assets~~by ~~resulting~~a beneficial ownership cap of 4.99% (which the ~~from~~Buyer ~~these~~may ~~carryforwards~~adjust up to 9.99% with a61 ~~valuation~~days’ ~~allowance~~notice). The ~~Company~~loan ~~has~~incurred ~~approximately~~interest expense of $1922 for the three months ended January 31,~~180,000~~ 2026. Accrued interest as of ~~federal~~January ~~and~~31, ~~state~~2026 ~~net~~is ~~operating~~$922. ~~loss~~During the three months ended January 31, 2026, the Company recorded $6,802 ~~carrying~~in ~~forwards~~debt todiscount ~~offset~~amortization ~~future~~related ~~federal~~to ~~taxable~~the ~~income~~note. asAs of ~~July~~January 31, ~~2025~~2026, the carrying value of the note amounted to $24,548, which is $65,205 less $40,657 in unamortized discount.

~~The~~On January 12, 2026, the Company ~~recognizes~~executed ~~uncertain~~a ~~tax~~note ~~positions~~payable agreement ~~taken~~for ~~when~~$165,000 ~~filing~~from which $30,500 in fees were deducted for net proceeds of $134,500. The note matures on January 12, 2027 and carries an interest rate of 10% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. In addition, the Company issued 75,000 unregistered shares of its ~~tax~~common ~~returns~~stock if(the it“Commitment Shares”), to the Buyer as additional consideration. The Note is ~~more~~convertible, ~~likely~~upon ~~than~~certain ~~not~~events ~~that~~of default or missed payments, into shares of the Company’s ~~tax~~common ~~authorities~~stock ~~will~~at ~~not~~a ~~uphold~~price equal to 90% of the ~~position~~lowest ~~based~~closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). The loan incurred interest expense of $859 for the three months ended January 31, 2026. Accrued interest as of January 31, 2026 is $859, which was accrued on ~~current~~the condensed consolidated balance sheet as of January 31, 2026 within the accounts ~~tax~~payable ~~law~~and accrued expenses line item. During the three months ended January 31, 2026, the Company recorded $3,172 in debt discount amortization related to the note. As of ~~July~~January 31, ~~2025~~2026, the ~~company~~carrying ~~has~~value ~~not~~of ~~identified~~the ~~any~~note ~~uncertain~~amounted ~~tax~~to ~~positions~~$107,240, which is $165,000 less $57,760 in unamortized discount.

NOTE 10: CLIENT CONCENTRATIONS

Three customers accounted for 87% of the Company’s outstanding receivables on July 31, 2025 and four customers accounted for 90% of the Company’s outstanding receivables on October 31, 2024. The table below summarizes the accounts receivable concentrations by customer as of July 31, 2025, and October 31, 2024:

	Accounts Receivable Concentration
	July 31,			October 31
Company	2025			2024
A		45	%		21	%
B		25	%		23	%
C		17	%		20	%
D		0	%		27	%
		87	%		90	%

For the three months ended July 31, 2025 and 2024, the Company’s revenue was concentrated amongst nine and eight customers, respectively. For the three months ended July 31, 2025, 94% of all revenue was obtained from government sources either as a direct contractor or subcontractor, with the remaining 6% of revenue from private customers. For the three months ended July 31, 2024, 64% of all revenue was obtained from government sources either as a direct contractor or subcontractor, with the remaining 36% of revenue from private customers.

For the nine months ended July 31, 2025 and 2024, the Company revenue was concentrated amongst eleven customers respectively. For the nine months ended July 31, 2025, 70% of all revenue was obtained from government sources either as a direct contractor or subcontractor, with the remaining 30% of revenue from private customers. For the nine months ended July 31, 2024, 75% of all revenue was obtained from government sources either as a direct contractor or subcontractor, with the remaining 25% of revenue from private customers.

F-17

~~NOTE~~On ~~11:~~January ~~SEGMENT~~14, ~~INFORMATION~~2026, the Company executed a note payable agreement for $165,000 from which $32,000 in fees were deducted for net proceeds of $133,000. The note matures on January 14, 2027 and carries an interest rate of 10% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. In addition, the Company issued 75,000 unregistered shares of its common stock (the “Commitment Shares”), to the Buyer as additional consideration. In connection with the note agreement, the Company issued 330,000 warrants with an exercise price of $0.50 per share, subject to change, and a five year term and can be net settled in cash in certain situations. The Note is convertible into shares of the Company’s common stock at a price equal to the lesser of (i) $0.50. or 80% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). The loan incurred interest expense of $768 for the three months ended January 31, 2026. Accrued interest as of January 31, 2026 is $768, which was accrued on the condensed consolidated balance sheet as of January 31, 2026 within the accounts payable and accrued expenses line item. During the three months ended January 31, 2026, the Company recorded $5,922 in debt discount amortization related to the note. As of January 31, 2026, the carrying value of the note amounted to $43,765, which is $165,000 less $121,235 in unamortized discount.

The ~~Company~~aggregate ~~conducts~~maturity ~~its~~on ~~business activities and reports financial results as one business segment. The presentation of financial results as one reportable segment is consistent with~~ the ~~way~~convertible ~~the Company operates its business and is consistent with the manner in which the Chief Operating Decision Maker (“CODM”)~~notes ~~evaluates~~payable ~~performance and makes resource and operating decisions for the business. The Company’s CODM is the Chief Executive Officer. Furthermore, the Company notes that monitoring financial results~~ as ~~one reportable segment helps the CODM manage costs on a consolidated basis, consistent with the integrated nature~~ of ~~the~~January ~~operations. The CODM uses net loss~~31, ~~as reported on the Consolidated Statements of Operations~~2026, inare ~~evaluating the performance of the Company and determining how to allocate resources of the Company~~ as ~~a whole. As the CODM evaluates performance on a consolidated basis, all required financial segment information is included in the condensed consolidated financial statements.~~follows:

NOTE 12: SUBSEQUENT EVENTS

Due in less than one year	$	862,420
Due after one year		-
		862,420
Less current portion		(862,420	)
Convertible notes payable, non-current portion	$	-

InNOTE ~~preparing~~7 ~~these~~– ~~unaudited~~DERIVATIVE ~~condensed~~FINANCIAL consolidated financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Such events or transactions are described below as of the date these unaudited condensed consolidated financial statements were issued.INSTRUMENTS

~~The~~Embedded ~~following subsequent events occurred after July 31, 2025, and prior to the filing of this Quarterly Report on Form 10-Q.~~derivatives

OnThe ~~August 26, 2025, the~~ Company’s ~~entered~~convertible ~~into~~promissory anotes ~~Securities~~gave ~~Purchase~~rise ~~Agreement~~to ~~with~~derivative anfinancial ~~accredited investor~~instruments. ~~Pursuant~~The tonotes ~~the~~embodied ~~Purchase~~certain ~~Agreement,~~terms ~~the~~and ~~Company~~conditions ~~issued~~that awere ~~promissory~~not ~~note~~clearly ~~in the~~and ~~aggregate~~closely ~~principal~~related to ~~amount~~the ofhost ~~$275,000,~~debt ~~for~~agreement ain ~~purchase~~terms ~~price~~ of ~~$250,000,~~economic ~~reflecting~~risks anand ~~original issue discount of $25,000~~characteristics. ~~The~~These ~~Note bears~~terms ~~interest at 10% per annum~~ and ~~matures~~features 12consist ~~months~~of ~~from~~ the ~~issue~~embedded ~~date~~conversion option.

InThe ~~addition,~~following ~~the~~tables ~~Company~~summarize ~~issued~~the ~~25,000~~components ~~unregistered shares~~ of ~~its common stock, nil par value (~~the ~~“Commitment~~Company’s derivative ~~Shares”),~~liabilities toand ~~the~~linked ~~Buyer~~common shares as ~~additional consideration. The net proceeds from the sale~~ of ~~the~~January ~~Note~~31, ~~were~~2026 ~~approximately~~and ~~$200~~October 31,~~000,~~ ~~after~~2025 ~~deducting legal~~ and ~~placement~~the ~~agent~~amounts ~~fees.~~that ~~The~~were ~~Company~~reflected ~~intends~~in ~~to use the~~operations ~~net~~related ~~proceeds~~to derivatives for ~~general~~the ~~corporate~~period ~~and working capital purposes.~~ended:

The Note is convertible, upon certain events of default or missed payments, into shares of the Company’s common stock at a price equal to 90% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice).

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

The Note provides for monthly amortization payments beginning on February 26, 2026, with all remaining amounts due at maturity on August 26, 2026.

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

OnThe ~~September~~following ~~21,~~table ~~2025,~~summarizes ~~Erick~~the ~~Frim,~~effects ~~who~~on ~~had been serving as~~ the Company’s loss ~~interim~~associated ~~Chief~~with ~~Financial~~changes ~~Officer~~in ~~and~~the asfair ~~its~~values ~~principal~~of ~~financial~~the ~~and~~derivative ~~accounting~~financial ~~officer,~~instruments ~~ceased~~by ~~serving~~type inof ~~such~~financing ~~roles.~~for ~~Gregory Delory,~~ the ~~Company’s~~ ~~Chief~~three ~~Executive~~months ~~Officer~~ended January 31, ~~assumed~~2026 ~~the responsibilities of principal financial~~ and ~~accounting officer.~~2025:

On September 16, 2025 the Company issued 83,333 shares as part of a consulting agreement.

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

September 21, 2025 the Company executed an extension of the maturity date of the Note payable agreement dated March 12, 2024 for $150,000 until the earlier of the date the Company is able to achieve a listing on a national stock exchange or Nov 1, 2025. Under the terms of the extension the Note was not considered in default. The terms of the amended note were otherwise not substantially different than the original and therefore did not result in an extinguishment of the original note.

On September 22, 2025 the Company executed an extension of the maturity of the related party note payable agreement dated March 18, 2024 for $50,000 until the earlier of the date the Company is able to achieve a listing on a national stock exchange or October 31st, 2025. Repayment of the note is to occur in monthly installments from October 31st through December 31st 2025. The terms of the amended note were otherwise not substantially different than the original and therefore did not result in an extinguishment of the original note.

On September 22, 2025 the Company executed an extension of the maturity date of the unsecured promissory note to Indicia Capital, LLC for $150,000 to October 31st, 2025. Repayment of the note is to occur in monthly installments from October 31st through December 31st 2025 or upon investment of $1,000,000 or more. The terms of the amended note were otherwise not substantially different than the original and therefore did not result in an extinguishment of the original note.

On September 22, 2025, the Company executed an extension of the maturity date of the $50,000 portion of the note payable agreement dated June 20, 2024 to October 31st, 2025, with repayment of the note to occur in monthly installments from October 31st through December 31st 2025. The terms of the amended note were otherwise not substantially different than the original and therefore did not result in an extinguishment of the original note.

F-18

~~ITEM~~Current 2accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. ~~MANAGEMENT’S~~The ~~DISCUSSION~~Company ~~AND~~has ~~ANALYSIS~~selected the Lattice Model valuation technique to fair value the embedded derivative because it believes that OFthis ~~FINANCIAL~~technique ~~CONDITION~~is ~~AND~~reflective ~~RESULTS~~of OFall ~~OPERATIONS~~significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Lattice Model technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration has expired, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market price on the valuation date and the applicable conversion price.

~~Special~~Significant ~~Note~~range ~~Regarding~~of ~~Forward-Looking~~inputs ~~Statements~~and results arising from the Lattice Model process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:

Certain matters discussed in this Quarterly Report, including (without limitation) statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain forward-looking statements. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected.

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

~~These~~The ~~forward-looking~~detachable ~~statements~~warrants ~~include~~issued ~~statements relating~~with ~~to our anticipated financial performance and business prospects, including debt reduction, currency values and financial impact, foreign exchange counterparty exposures,~~ the ~~impact of pending legal proceedings, adequate liquidity levels, dividends, share repurchases~~convertible ornotes ~~other~~require ~~capital~~derivative ~~deployment~~liability ~~initiatives~~classification ~~and/or~~due statements preceded by, followed by or that include the words “believe,” “will,” “will be,” “will continue,” “will likely result,” “may,” “predicts,” “so we can,” “when,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “aim,” “could,” “plans,” “seeks” and similar expressions. These forward-looking statements speak only as of the date stated, and we do not undertake any obligation to ~~update~~agreements orcontaining ~~revise publicly any forward-looking statements, whether as~~ a ~~result~~fundamental oftransaction ~~new~~clause ~~information,~~which ~~future~~could ~~events~~require ~~or otherwise, even if experience or future events make it clear that any expected~~net ~~results~~cash ~~expressed~~settlement ~~or implied by these forward-looking statements will not be realized. Although we believe that the expectations reflected~~ in ~~these~~certain forward-looking statements are reasonable, these expectations may not prove to be correct or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statementssituations. ~~These~~The ~~forward-looking~~warrant ~~statements~~fair ~~are~~value ~~necessarily~~was ~~estimates reflecting~~calculated ~~the~~using ~~best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control. These risks and uncertainties, including those disclosed in~~ the ~~“Risk Factors” section in our registration statement on Form S~~Black-1,Scholes option aspricing ~~amended~~model ~~(File~~using ~~No. 333-284062) (~~the ~~“S-1 Registration Statement”) could cause actual results to differ materially~~ ~~from~~following ~~those suggested by the forward-looking statements and include, without limitation~~inputs:

● Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

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

●The ~~Our~~following ~~success~~table ~~depends~~reflects ~~heavily~~the onissuances ~~our~~of ~~executive~~derivatives ~~officers, senior management team~~ and ~~highly~~changes in ~~trained~~fair ~~employees;~~value ~~difficulty~~inputs ~~hiring officers~~ and ~~employees~~assumptions ofrelated ~~equal~~to ~~competency~~the orderivatives ~~ineffective~~for ~~succession~~the ~~planning,~~three ~~could~~months ~~adversely~~ended ~~affect~~January ~~our~~31, ~~business~~2026.

● Competition could cause downward pressure on prices, fewer customer orders, reduced margins, inability to take advantage of new business opportunities, and the loss of market share.

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

●NOTE ~~Our~~8: ~~competitors~~STOCK ~~may be better capitalized, have greater revenues, and have more industry or management experience.~~OPTIONS

●The ~~Our~~2018 ~~competitors~~Equity ~~may~~Incentive ~~develop~~Plan ~~technologies~~was approved by the Board of Directors on July 1, 2018 and ~~products~~the ~~that~~Company ~~are~~amended ~~more~~the equity plan on December 17, 2023. In conjunction with the recapitalization and effective ~~than~~January 3, ~~those~~2024, wethe ~~develop~~Company oradopted ~~that~~the ~~render~~Heliospace ~~our~~2018 ~~technology~~Equity Plan as the Company’s Plan (“Equity Plan”). On August 19, 2025, the Company adopted the Helio Corporation 2025 Equity Incentive Plan (the “2025 Plan”), which was also approved by the Company’s stockholders on August 19, 2025. The 2025 Plan is intended to assist the Company in recruiting and ~~products~~retaining ~~obsolete~~employees, orofficers, ~~noncompetitive~~directors, and consultants, and to provide incentives tied to increases in the value of the Company’s equity. Unless terminated earlier by the Board, the 2025 Plan will terminate on August 19, 2035, and no awards may be granted after that date.

2F-19

●The ~~Our~~2025 ~~projections~~Equity Plan limits the shares of ~~future~~common ~~financial~~stock ~~results~~authorized to be awarded as stock awards to 2,382,352 shares as of January 31, 2026 and October 31, 2025, respectively. Employees are ~~based~~provided stock onoptions vesting over a ~~number~~period of ~~assumptions~~four years bywith ~~our~~a ~~management~~one year cliff. After one year, ~~some~~25% orof ~~all~~the award size vests followed by 1/48th of ~~which~~the ~~may~~award ~~prove~~size tofor beeach ~~incorrect,~~month ~~and~~thereafter. ~~actual~~On ~~results~~a ~~may~~case-by-case basis, ~~differ~~options ~~materially~~have ~~and~~been ~~adversely~~granted ~~from~~outright with ~~such~~no ~~projections~~vest period.

●Due ~~Our~~to ~~estimated~~the ~~and~~change-in-control ~~projected~~transaction ~~market~~described in Note 1, there was a recapitalization for ~~our~~which ~~products~~the ~~and~~Company’s ~~services~~stock ~~may~~options bewere ~~inaccurate~~adjusted ~~and~~for ~~may~~the ~~not~~new ~~reach~~capital ~~our~~structure. ~~expected~~The ~~potential~~Company adjusted each of the granted options a 0.612 factor.

●During Wethe ~~will~~three ~~incur~~months ~~significant~~ended ~~expenses~~January ~~and~~31, ~~capital~~2026 ~~expenditures~~and to2025, ~~execute our business plan;~~ there ~~are~~ were no ~~assurances~~stock ~~that~~options ~~we will obtain adequate financing to meet these expenditures~~granted.

● We may invest significant resources in developing new products, services and technologies in pursuit of applications and revenue opportunities that may never materialize.

	Number of Shares		Weighted Average Exercise Price ($)		Weighted Average Remaining Term (Three months)		Aggregate Intrinsic Value
Three months ended January 31, 2025
Balance as of October 31, 2024		1,422,307	$	0.09		7.02	$	6,980,951
Issued		-		-		-		-
Canceled		-		-		-		-
Exercised		-		-		-		-
Balance as of January 31, 2025		1,422,307	$	0.09		6.77	$	6,980,951
Exercisable as of January 31, 2025		1,145,578	$	0.09		6.42	$	5,679,031

Three months ended January 31, 2026
Balance as of October 31, 2025		1,750,971	$	0.43		6.73	$	438,197
Issued		-		-		-		-
Canceled		-		-		-		-
Exercised		-		-		-		-
Balance as of January 31, 2026		1,750,971	$	0.43		6.48	$	1,618,854
Exercisable as of January 31, 2026		1,635,980	$	0.45		6.40	$	1,491,702

●Stock-based compensation ~~Our~~from ~~ability~~stock toawards for ~~grow~~the three ~~our~~months ~~business~~ended ~~depends~~January on31, ~~our~~2026 ~~ability~~and to2025 ~~develop~~was ~~new products~~$32,384 and ~~services~~$46,497, torespectively. ~~satisfy~~As ~~changing~~of ~~customer~~January ~~demands~~31, 2026 and ~~respond~~October 31, 2025, there remained $78,597 and $110,981 of unrecognized stock-based compensation from stock option awards, respectively. As of January 31, 2026, there were 1,635,980 shares of common stock related to ~~changing~~stock ~~industry~~option ~~cycles~~grants inthat awere ~~timely~~vested and ~~cost-effective~~114,991 stock ~~manner~~option grants that were unvested.

~~● Our business may be adversely affected by changes in budgetary priorities of the U.S. Government.~~F-20

●NOTE ~~Technology~~9: failures or cyber security breaches or other unauthorized access to our information technology systems or sensitive or proprietary information could have an adverse effect on the Company’s business and operations.LEASES

●The ~~Federal~~Company ~~contracting~~leases its manufacturing facility and it is ~~subject~~classified as toan ~~significant~~operating ~~regulation,~~lease. ~~including~~The ~~rules~~Company ~~related~~recognized toright ~~bidding,~~of ~~billing~~use assets and ~~accounting~~lease ~~kickbacks~~liabilities ~~and~~pursuant ~~false~~to ~~claims,~~these ~~and~~leases. ~~non-compliance~~Leases ~~could~~with ~~subject~~an usinitial term toof ~~fines~~12 months ~~and~~or ~~penalties~~less or leases that are immaterial are not included on the condensed consolidated balance sheets. The lease liability was calculated at the commencement date of each lease by discounting the future payments using the Company’s incremental borrowing rate of 10%.

●The ~~Our~~lease ~~inability~~for tothe ~~secure~~manufacturing ~~additional~~facility ~~U.S.~~commenced ~~government~~on ~~contracts~~June 1, 2022, and ~~funding~~has ~~may~~a ~~adversely~~term ~~affect~~of ~~our~~five years. ~~business~~For the first twelve months the monthly lease payments were $36,000. ~~financial~~The ~~condition~~monthly ~~and~~lease ~~results~~payments are subject to an annual increase of ~~operations~~3%.

~~● The U.S. government’s budget deficit and the national debt, as well as any inability~~ Right-of-use ~~the~~lease ~~U.S.~~asset ~~government~~is tosummarized complete its budget process for any government fiscal year and consequently having to shut down or operate on funding levels equivalent to its prior fiscal year pursuant to a “continuing resolution,” could have an adverse impact on our business, financial condition, results of operations and cash flows.below:

● Our common stock has historically experienced limited trading and you may have difficulty liquidating your shares.

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

●Operating ~~Our~~lease ~~stock~~liability ~~price~~is ~~may~~summarized ~~be volatile and purchasers of our common stock could incur substantial losses.~~below:

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

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

3Future minimum lease payments required under this operating lease on an undiscounted cash flow basis as of January 31, 2026 were as follows:

● Our Company’s founders, directors and executive officers own or control a majority of the Company and you will have little or no management control over our business or corporate mattes.

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

●The ~~Our~~Company ~~operating~~recognized ~~results~~rent ~~may~~expense ~~continue~~pursuant to bethis ~~adversely~~lease ~~affected~~on asthe astraight-line basis in ~~result~~accordance with the guidance in ASC 842. The Company recognized rent expense of ~~unfavorable~~$89,430 ~~market~~and $100,019 ~~economic~~for the three months ended January 31, ~~social~~2026 and 2025, ~~political~~related ~~conditions~~to this lease, which is included within facilities expense on the condensed consolidated statements of operations.

~~We have based the forward~~F-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.21

~~The~~NOTE ~~forward-looking~~10: ~~statements~~COMMITMENTS ~~made~~AND in this Quarterly Report relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report or to conform such statements to actual results or revised expectations, except as required by law.CONTINGENCIES

~~Overview~~Legal ~~of Operations~~Proceedings

~~Heliospace,~~The ~~our~~Company ~~wholly owned subsidiary,~~ is ~~an aerospace~~not ~~company~~presently ~~specializing~~a inparty ~~the~~to ~~design,~~any ~~engineering~~legal proceedings, ~~assembly~~the ~~and~~resolution ~~test~~ of ~~space~~which ~~flight~~the ~~qualified~~Company ~~hardware,~~believes ~~providing~~would ~~systems~~have ~~engineering, modeling,~~a ~~analysis,~~material ~~integration~~adverse ~~and~~effect ~~test~~on ~~services~~its tobusiness, ~~customers~~financial ~~in government~~condition, ~~commercial~~operating results, ~~private~~or ~~and~~cash ~~non-profit markets~~flows. ~~Heliospace designs~~However, ~~fabricates,~~legal ~~assembles~~proceedings ~~and~~are ~~tests~~subject ~~space~~to ~~qualified~~inherent ~~hardware~~uncertainties, ~~including~~and ~~radar~~an ~~antennas~~unfavorable ~~for~~outcome ~~the~~could ~~NASA~~include ~~Europa Clipper mission, the antennas~~monetary ~~for the SunRISE CubeSat constellation~~damages, and ~~deployable~~excessive ~~systems~~verdicts ~~and~~can ~~sensors~~result ~~for~~from ~~numerous~~litigation, ~~lunar landers~~ and ~~the~~as ~~Mars Sample Return program. Heliospace also provides systems engineering~~such, ~~integration~~could ~~and~~result ~~test,~~in ~~and~~a ~~mission~~material ~~formulation~~adverse ~~services,~~impact ~~including~~on ~~support~~its ~~for the design~~business, financial ~~testing~~position, ~~and~~results ~~launch~~ of ~~the James Webb Space Telescope~~operations, ~~formulation~~ and/or ~~design~~cash ~~of the Roman Space Telescope, Habworlds Observatory, Mars Sample Return, and the Atmospheric Observing System~~flows.

InNOTE ~~January 2024,~~11: ~~via~~CLIENT a share exchange accounted for as a reverse acquisition, Web3 Corporation, a Florida corporation that was originally incorporated under the name Stirling Bridge Group, Inc. and was a specialized small business venture lender, acquired 100% of the stock of Heliospace, and changed its name from Web3 Corporation to Helio Corporation (the “Business Combination”). Heliospace was the accounting acquirer in the Business Combination and was determined to be the sole predecessor of Helio Corporation. Accordingly, this discussion and analysis, and the financial statements included elsewhere in this quarterly report, reflect the financial condition and results of operations of Helio Corporation and its sole consolidated subsidiary, Heliospace, after the Business Combination and of Heliospace prior to the Business Combination.CONCENTRATIONS

~~Trends~~Four customers accounted for 99.8% of the Company’s outstanding receivables on January 31, ~~Events~~2026 and four customers accounted for 99% of the Company’s outstanding receivables on October 31, 2025. The table below summarizes the accounts receivable concentrations by customer as of January 31, 2026, and ~~Uncertainties~~October 31, 2025:

Government Budget Uncertainty and Proposed NASA Cuts

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

AFor ~~significant~~the ~~portion~~three ofmonths ~~our~~ended ~~revenue~~January is31, ~~derived from~~2026 ~~contracts~~and ~~with~~2025, the ~~U.S.~~Company’s revenue ~~federal~~was ~~government,~~concentrated ~~including~~amongst ~~through~~eleven ~~NASA,~~and ~~where~~eight ~~our subsidiary~~customers, ~~Heliospace,~~respectively. ~~provides~~For ~~mission-critical~~the ~~components and~~three ~~engineering~~months ~~services~~ended ~~for~~January ~~science~~31, 2026 and ~~exploration missions. Accordingly~~2025, ~~our~~75% ~~financial~~of all ~~condition~~revenue ~~and~~was ~~results~~obtained offrom ~~operations~~government ~~are~~sources ~~influenced by~~either ~~trends~~as ina ~~federal~~direct ~~discretionary~~contractor ~~spending~~or subcontractor, ~~particularly~~with inthe ~~space~~remaining ~~science~~25% ~~and~~of ~~technology~~revenue ~~programs~~from private customers.

4NOTE 12: SEGMENT INFORMATION

~~One~~The ~~key~~Company ~~emerging~~conducts ~~trend~~its isbusiness ~~the~~activities ~~proposed~~and ~~shift~~reports infinancial ~~federal~~results ~~budget~~as ~~priorities~~one ~~under~~business ~~the~~segment. ~~Trump~~The ~~administration.~~presentation Inof ~~April~~financial ~~2025,~~results as one reportable segment is consistent with the ~~administration~~way ~~released~~the Company operates its ~~draft~~business ~~budget~~and ~~proposal~~is ~~for~~consistent ~~fiscal year~~with ~~2026,~~the manner in which ~~recommends~~the aChief ~~significant~~Operating ~~reduction~~Decision inMaker ~~overall~~(“CODM”) ~~discretionary~~evaluates ~~spending,~~performance and ~~including~~makes anresource ~~approximately~~and ~~50%~~operating ~~cut~~decisions tofor ~~NASA~~the business. The Company’s ~~Science~~ ~~Mission~~CODM ~~Directorate~~is the Chief Executive Officer. IfFurthermore, ~~enacted~~the Company notes that monitoring financial results as one reportable segment helps the CODM manage costs on a consolidated basis, ~~this~~consistent with ~~proposal~~the ~~would~~integrated ~~reduce~~nature ~~funding~~of ~~for~~the ~~core~~operations. ~~science~~The ~~programs~~CODM ~~such~~uses asnet ~~astrophysics~~loss, ~~heliophysics~~as reported on the Condensed Consolidated Statements of Operations, ~~Earth~~in ~~science,~~evaluating the performance of the Company and ~~planetary~~determining ~~science—areas~~how ~~directly~~to ~~aligned~~allocate ~~with~~resources ~~Heliospace’s~~of ~~technical~~the ~~capabilities~~Company ~~and~~as ~~historical~~a ~~contract~~whole. As the CODM evaluates ~~activity~~performance on a consolidated basis, all required financial segment information is included in the condensed consolidated financial statements.

Although this proposal remains subject to Congressional negotiation and approval, the magnitude of the proposed cuts and the administration’s stated intent to reprioritize government resources away from space science programs present a material uncertainty for our future growth. Any resulting reduction, delay, or cancellation of NASA programs could reduce the number of available contracts, increase competition for limited awards, and adversely impact our future revenue and profitability.F-22

InNOTE ~~addition,~~13: ~~broader~~SUBSEQUENT fiscal challenges at the federal level—such as the rising national debt, persistent budget deficits, and the risk of government shutdowns or extended continuing resolutions—could result in delays to contract funding or payments, reduced availability of new program opportunities, and increased uncertainty in long-term planning. These macroeconomic pressures may also negatively affect private sector customers that rely on or benefit from government-funded space and research initiatives.EVENTS

AsIn wepreparing ~~execute~~these ~~our~~condensed ~~expansion~~consolidated ~~plans~~financial statements, ~~we have continued~~management tohas ~~increase~~evaluated ~~the~~events ~~percentage of revenue from private~~ and ~~commercial~~transactions ~~sources,~~for ~~and~~potential ~~are~~recognition ~~actively~~or ~~working~~disclosure tothrough ~~expand~~the ~~our~~date ~~offerings to defense agencies whose budgets remain a priority for~~ the ~~current~~financial ~~administration~~statements ~~and~~were ~~Congress~~issued. ~~However,~~Such events ~~these~~or ~~plans~~transactions are ~~subject~~described tobelow ~~risks~~as ~~and~~of ~~uncertainties, and~~the ~~there~~date ~~can~~these beunaudited nocondensed ~~assurance~~consolidated ~~that~~financial ~~they~~statements ~~will~~were ~~succeed or fully offset the effects of any reduction in government spending~~issued.

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

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

WeOn ~~have~~February ~~implemented security protocols~~9, ~~systems monitoring,~~2026 and ~~access~~February ~~controls~~17, to2026, ~~protect~~the Company ~~our~~entered ~~infrastructure~~into ~~and~~separate ~~proprietary~~Securities ~~information,~~Purchase ~~including~~Agreements ~~information~~pursuant ~~related~~ to ~~our~~which ~~work~~it ~~with NASA~~issued ~~and~~an ~~other~~aggregate ~~government~~principal ~~agencies.~~amount ~~However~~of approximately $760,272 ~~cybersecurity~~of ispromissory annotes ~~evolving~~to ~~threat~~four ~~landscape,~~unaffiliated ~~and~~accredited ~~there~~investors. ~~can~~After begiving noeffect ~~assurance~~to ~~that~~original ~~our~~issue ~~efforts will~~discounts ~~prevent~~and ~~all~~legal ~~attacks~~fee deductions, orthe ~~unauthorized~~Company ~~access.~~received Aaggregate ~~successful~~net ~~breach~~cash ~~could~~proceeds ~~disrupt~~of ~~our~~approximately ~~operations~~$667,000. ~~compromise~~The ~~confidential~~notes ~~data,~~contain ~~harm our~~various ~~reputation~~interest, ~~result in regulatory investigations~~conversion, prepayment orand ~~expose~~default usprovisions toas ~~legal~~described ~~claims and financial losses~~below.

WeOn ~~will~~February ~~continue~~9, to2026, ~~invest~~the inCompany ~~cybersecurity~~entered ~~tools,~~into a Securities Purchase ~~training~~Agreement (the “CFI SPA”) with CFI Capital LLC (“CFI”), ~~and~~pursuant ~~third-party~~to ~~audits~~which the Company agreed to ~~strengthen~~issue ~~our~~and ~~defenses~~sell, and weCFI ~~are~~agreed ~~evaluating~~to ~~compliance~~purchase, ~~with~~a ~~emerging~~6% ~~federal~~Convertible ~~cybersecurity~~Redeemable ~~requirements~~Note in the aggregate principal amount of $200,000 (the “CFI Note”). ~~Nonetheless~~The CFI Note contains an original issue discount of $20,000, ~~future~~resulting ~~cybersecurity~~in ~~incidents~~a ~~could~~purchase ~~materially~~price ~~affect~~of ~~our~~$180,000, ~~business~~less a $5,000 ~~financial~~legal ~~condition~~fee deduction, resulting orin ~~results~~net proceeds of ~~operations~~$175,000 before expenses. The CFI Note bears interest at six percent (6%) per annum from February 9, 2026 and matures on February 9, 2027.

5Following the six-month anniversary of issuance, CFI may, subject to certain beneficial ownership limitations, convert all or any portion of the outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price equal to sixty percent (60%) of the lowest trading price of the Company’s common stock during the twenty (20) trading days preceding the conversion date. In the event of a DTC “Chill,” the conversion price is reduced to fifty percent (50%) of the lowest trading price during the applicable lookback period. The CFI Note contains a 4.99% beneficial ownership limitation, which may be increased to 9.99% upon 60 days’ prior written notice.

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

~~Comparison~~The CFI Note may be prepaid subject to premiums ranging from 105% to 140% of the ~~Three Months~~principal ~~Ended~~amount, ~~July~~plus accrued interest, depending on the timing of redemption. In the case of a “Sale 31Event” (as defined in the CFI Note), ~~2025~~the Company must, at CFI’s election, either redeem the CFI Note in cash subject to the applicable ~~Three Months~~premium ~~Ended~~or ~~July~~permit ~~31,~~conversion ~~2024~~at the applicable conversion price.

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

	Three Months Ended
	July 31,
	2025			2024			Change			%
Revenues	$	784,587		$	1,664,193			(879,606	)		(53	)%
Costs of revenue		686,197			1,103,485			(417,288	)		(38	)%
Operating expenses		1,000,284			910,964			89,320			10	%
Operating income (loss)		(901,894	)		(350,256	)		(551,638	)		157	%
Interest expense, net		(48,860	)		(24,430	)		(24,430	)		100	%
Net income (loss)	$	(950,754	)	$	(374,686	)		(576,068	)		154	%
Loss per share basic and diluted	$	(0.084	)	$	(0.03	)

F-23

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

~~Revenue~~The ~~for~~GS ~~the~~Note ~~three months~~bears ~~ended~~interest ~~July~~at ~~31, 2025~~twelve ~~decreased~~percent ~~by 53~~(12% ~~to $ 784,587 from $ 1,664,193 for the three months ended July 31, 2024, reflecting a lower overall volume of~~) ~~work~~per ~~compared~~annum. toInterest ~~the~~is ~~prior~~payable ~~three months~~in ~~due~~shares ~~to the ongoing reformulation~~ of the ~~NASA~~Company’s ~~Mars~~common ~~Sample~~stock ~~Return~~(“Interest ~~program~~Shares”), ~~coupled~~and ~~with~~GS ~~an overall~~may ~~downturn~~convert inaccrued interest ~~NASA~~into ~~hardware~~Interest ~~contract~~Shares ~~awards and a delay~~ in ataccordance ~~least~~with ~~one commercial contract. For~~ the ~~three months~~conversion ~~ended~~formula ~~July 31,~~set ~~2025,~~forth wein serviced nine customers, two of which were direct government customers, four were commercial customers and two were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer. One commercial customer was serviced whose sources of funds were private investment. For the ~~three months~~GS ended July 31, 2024, we serviced thirteen customers, of which two were direct government customers and seven were private foundations, and four were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customerNote.

The GS Note matures on February 17, 2027. Beginning August 17, 2026, the Company is required to make six (6) equal monthly payments of $25,000 each, with any remaining outstanding amounts due at maturity.

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

~~The 38% decrease in cost of revenue for the three months ended July 31~~If, ~~2025~~while ~~to $686,197 from $1,103,485 for~~ the ~~three months~~GS ~~ended~~Note ~~July~~is 31outstanding, ~~2024 mainly reflected~~ the ~~decreased business~~Company ~~volume~~consummates ~~described~~a ~~above.~~financing Astransaction aresulting ~~percentage~~in ofnet ~~revenue,~~proceeds ~~cost~~ of ~~sales~~$700,000 ~~amounted~~or tomore ~~87% and 66%~~ in ~~the~~one ~~three months~~or ~~ended~~more ~~July 31~~closings, ~~2025 and~~any ~~2024,~~proceeds ~~respectively.~~in ~~Cost~~excess of ~~sales~~$700,000 must asbe aused ~~percentage of revenue increased by approximately 21% due~~ to aretire ~~lower~~outstanding ~~overall~~balances ~~revenue~~under ~~against certain fixed costs, and billing one services contract beyond~~ the ~~hours~~GS ~~originally allocated to that contract~~Note.

~~Operating~~The ~~Expenses~~GS Note further provides that if the Company issues securities to another party with more favorable conversion terms (including conversion price, discount or lookback period), such conversion terms will be adjusted in favor of GS.

	Three Months Ended
	July 31,
	2025		2024		Change			%
Operating expenses
Professional fees	$	120,676	$	60,000	$	60,676			101	%
Personnel expenses		116,664		127,336		(10,672	)		(8	)%
Facilities expense		49,722		115,728		(66,006	)		(57	)%
Depreciation		5,666		5,666		-			0	%
Other general and administrative(1)		707,556		602,234		105,322			17	%
Total	$	1,000,284	$	910,964	$	89,320			10	%

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

~~(1)~~The ~~Including~~foregoing ~~right~~description of ~~use~~the ~~asset~~GS ~~amortization~~SPA and GS Note does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as exhibits to this Quarterly Report on Form 10-Q and are incorporated herein by reference.

Overall operating expenses increased by $89,320, or 10%, to $1,000,284 for the three months ended July 31, 2025, as compared to $910,964 for the three months ended July 31, 2024, driven by professional fees incurred in connection with a public offering attempt and higher G&A expenses associated with this and R&D activities.F-24

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

WeThe ~~have~~Quick ~~not~~Note ~~recorded~~bears ~~income~~interest ~~tax~~at ~~expense~~six orpercent ~~benefit~~(6%) inper annum on the ~~three months~~outstanding ~~ended~~principal ~~July~~amount. ~~31,~~Upon ~~2025~~the occurrence and ~~2024~~continuation ~~(because~~ of ~~our~~an ~~tax~~Event ~~loss~~of ~~carryforwards).~~Default, Wethe ~~had~~interest ~~approximately~~rate ~~$3,179,000~~increases to ofthe ~~net operating~~lesser ~~loss~~of ~~carry~~twenty-four ~~forwards~~percent to(24%) ~~offset~~per ~~future~~annum ~~federal~~or ~~taxable~~the ~~income~~maximum asrate ofpermitted ~~July~~by ~~31,~~applicable ~~2025~~law.

~~The~~Beginning ~~NOL~~on ~~carry~~the ~~forward~~180th isday following issuance, and subject to ~~review~~a ~~and possible~~4.99% ~~adjustment~~beneficial byownership ~~the~~limitation, ~~Internal~~Quick ~~Revenue~~may ~~Service~~convert ~~and~~all ~~state~~or ~~tax~~any ~~authorities.~~portion ~~Under~~of the ~~Internal~~outstanding ~~Revenue~~principal, ~~Code~~accrued ~~(“IRC”) Sections~~interest ~~382~~ and ~~383,~~other ~~annual~~amounts ~~use~~due into shares of the Company’s ~~net~~common ~~operating~~stock ~~loss~~at ~~carryforwards~~a ~~and~~conversion ~~research~~price ~~credit~~equal ~~carryforwards~~ to ~~offset~~sixty ~~taxable~~percent ~~income~~(60%) of the lowest ~~and~~trading ~~tax,~~price ~~respectively,~~of ~~may~~the beCompany’s ~~limited~~common ~~based~~stock onduring ~~cumulative~~the ~~changes~~twenty in(20) ~~ownership.~~trading ~~The~~days ~~Company~~preceding ~~has~~the ~~not~~date ~~completed~~of anconversion. ~~analysis~~Upon tothe ~~determine~~occurrence ~~whether~~of ~~any~~an Event of Default, the conversion discount increases such ~~limitations~~that ~~have~~the ~~been~~conversion ~~triggered~~price asequals forty-five percent (45%) of ~~July~~the ~~31,~~lowest trading ~~2025~~price during the applicable lookback period. The ~~annual~~Company ~~limitation,~~is ifrequired ~~any,~~to ~~will~~maintain bea ~~determined~~share ~~based~~reserve onequal ~~the~~to ~~value~~at least four (4) times the number of ~~the~~shares ~~Company~~issuable ~~immediately~~upon ~~prior~~full toconversion of the ~~ownership~~Quick ~~change.~~Note, ~~Subsequent~~and ~~ownership~~failure ~~changes~~to ~~may~~maintain ~~further~~such ~~affect~~reserve ~~the~~constitutes ~~limitation~~an inEvent ~~future~~of ~~years~~Default.

7The Quick Note may be prepaid by the Company, subject to the prior written consent of the Holder, upon not less than three (3) trading days’ prior written notice. If prepaid within the first 180 days following issuance, the Company must pay a premium equal to (i) 105% of the outstanding principal and accrued interest if prepaid within 0–30 days of issuance, (ii) 110% if prepaid during days 31–60, (iii) 120% if prepaid during days 61–90, (iv) 130% if prepaid during days 91–120, (v) 135% if prepaid during days 121–150, and (vi) 140% if prepaid during days 151–180. The Note may not be prepaid after the 180th day anniversary of the issuance date.

WeUpon ~~recorded~~an ~~$48,860~~Event inof ~~interest~~Default, ~~expense~~including, inamong ~~the~~other ~~three months~~things, ~~ended~~payment ~~July 31~~defaults, ~~2025~~breaches ~~compared~~of representations or covenants, failure to ~~$24~~maintain SEC reporting compliance,~~430~~ indelisting ~~the~~or ~~three months~~loss ~~ended~~of quotation, ~~July~~insolvency 31events, ~~2024~~failure to maintain required share reserves, ~~reflecting~~or ~~our~~cross-default ~~increased~~under ~~amount~~other indebtedness owed to Quick or its affiliates, the Quick Note becomes immediately due and payable and the outstanding principal balance increases to one hundred fifty percent (150%) of ~~average~~the outstanding ~~debt~~principal amount, together with accrued and ~~increased~~unpaid ~~rates~~interest and other amounts due; in certain circumstances, the default amount increases to two hundred percent (200%) of ~~interest~~the ~~thereunder~~outstanding principal.

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

~~Our~~Board ~~net loss for the three months ended July 31, 2025 was $950,754, compared to a net loss of $374,686 for the three months ended July 31, 2024. The change was due to the reasons discussed above.~~Resignations

~~Comparison~~On March 17, 2026, Paul Turin resigned as a member of the ~~Nine Months~~Board ~~Ended July~~of 31Directors of Helio Corporation (the “Company”), ~~2025~~effective toMarch 17, 2026. Mr. Turin’s resignation from the ~~Nine Months~~Board ~~Ended~~was voluntary ~~July~~and 31not the result of any disagreement with the Company on any matter relating to the Company’s operations, ~~2024~~policies or practices. Mr. Turin remains the Chief Engineer of the Company. The Company is furnishing as Exhibit 99.1 hereto a copy of Mr. Turin’s letter of resignation.

~~The~~On ~~following~~March ~~table~~17, ~~provides~~2026, ~~certain~~Stuart ~~selected~~Bale ~~financial~~resigned ~~information~~as a member of the Board of Directors of ~~Helio~~the ~~Corporation~~Company, ~~for~~effective March 17, 2026. Mr. Bale’s resignation from the ~~periods~~Board ~~presented:~~was voluntary and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Bale remains the Chief Scientist of the Company. The Company is furnishing as Exhibit 99.2 hereto a copy of Mr. Bale’s letter of resignation.

	Nine Months Ended
	July 31,
	2025			2024			Change			%
Revenues	$	3,384,423		$	5,336,376			(1,951,953	)		37	%
Costs of revenue		2,680,940			3,389,439			(708,499	)		21	%
Operating expenses		3,391,392			3,261,177			130,215			4	%
Operating income (loss)		(2,687,909	)		(1,314,240	)		(1,373,669	)		105	%
Interest expense, net		(197,020	)		(55,559	)		(141,461	)		255	%
Net income (loss)	$	(2,884,929	)	$	(1,369,799	)		(1,515,130	)		111	%
Loss per share basic and diluted	$	0.26		$	0.12

F-25

~~Revenue~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Revenue~~Special ~~for~~Note ~~the~~Regarding nine months ended July 31, 2025 decreased by 37% to $3,384,423 from $5,336,376 for the nine months ended July 31, 2024, reflecting a lower overall volume of work compared to the prior nine months due to the ongoing reformulation of the NASA Mars Sample Return program, coupled with an overall downturn in NASA hardware contract awards and a delay in at least one commercial contract. For the nine months ended July 31, 2025, we serviced eleven customers, of which two were direct government customers, one was a commercial customer with private funding, five were commercial customers and three were non/notForward-~~for-profit customers~~Looking for whom we manufactured products as a subcontractor for their government customer. For the nine months ended July 31, 2024, we serviced eleven customers, of which one was a direct government customer, one was a private foundation, six were commercial customers and three were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer.Statements

8Certain matters discussed in this Quarterly Report, including (without limitation) statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain forward-looking statements. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected.

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

~~The~~● ~~21%~~Because ~~decrease in cost~~ of ~~revenue~~historical ~~for~~and ~~the~~expected ~~nine months ended~~operating ~~July~~losses ~~31,~~and ~~2025~~net tooperating ~~$2,680,940~~cash ~~from~~flow $3deficits,~~389,439~~ ~~for~~there ~~the~~is ~~nine months~~substantial ~~ended~~doubt ~~July~~about ~~31, 2024 mainly reflected~~ the ~~decreased~~Company’s ~~business volume~~ability ~~described above. As a percentage of revenue, cost of sales amounted~~ to ~~79%~~continue ~~and 64% in the nine months ended July 31, 2025 and 2024, respectively. Cost of sales~~ as a ~~percentage~~going ~~of revenue increased by approximately 16%~~concern.

~~Operating~~● ~~Expenses~~Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

	Nine Months Ended
	July 31,
	2025		2024		Change			%
Operating expenses
Professional fees	$	343,495	$	206,903	$	136,592			66	%
Personnel expenses		408,908		336,727		72,181			21	%
Facilities expense		249,800		332,798		(83,318	)		(25	)%
Depreciation		16,996		16,996		-			0	%
Other general and administrative(1)		2,372,513		2,367,753		4,760			0.20	%
Total	$	3,391,392	$	3,261,177	$	130,215			4	%

●

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

~~(1)~~● ~~Including~~Competition ~~right~~could cause downward pressure on prices, fewer customer orders, reduced margins, inability to take advantage of ~~use~~new ~~asset~~business ~~amortization~~opportunities, and the loss of market share.

~~Overall~~● ~~operating~~Our ~~expenses~~competitors ~~increased~~may bybe ~~$130,215, or~~better 4%capitalized, tohave ~~$3,391,392~~greater ~~for the nine months ended July 31~~revenues, ~~2025,~~and ashave ~~compared~~more toindustry ~~$3,261,177~~or ~~for~~management the nine months ended July 31, 2024, mainly driven by higher professional fees, reflecting higher labor costs, mainly in connection with the preparation for the Company’s underwritten public offering attempt during May of 2025experience.

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

We have not recorded income tax expense or benefit in the nine months ended July 31, 2025 and 2024, because of our tax loss carry forwards. We had approximately $3,179,000 of net operating loss carry forwards to offset future federal taxable income as of July 31, 2025.2

We● ~~recorded~~Our ~~$197,020~~projections inof ~~interest~~future ~~expense~~financial inresults ~~the nine months~~are ~~ended~~based ~~July~~on ~~31,~~a ~~2025~~number ~~compared~~of toassumptions ~~$55~~by our management,~~559~~ insome ~~the~~or ~~nine months~~all ~~ended~~of ~~July~~which ~~31,~~may ~~2024,~~prove ~~reflecting~~to ~~our~~be ~~increased~~incorrect, ~~amount of~~and ~~average~~actual ~~outstanding~~results ~~debt~~may ~~and~~differ ~~increased~~materially ~~rates~~and ofadversely ~~interest~~from ~~thereunder~~such projections.

~~Net~~● ~~Loss~~Our estimated and projected market for our products and services may be inaccurate and may not reach our expected potential.

~~Our~~● ~~net~~We ~~loss~~will ~~for~~incur ~~the~~significant ~~nine months~~expenses ~~ended~~and ~~July 31,~~capital ~~2025~~expenditures ~~was $2,884,929, compared~~ to aexecute ~~net~~our ~~loss~~business ofplan; ~~$1,369,799~~there ~~for~~are ~~the~~no ~~nine months~~assurances ~~ended~~that ~~July~~we ~~31,~~will ~~2024.~~obtain ~~The~~adequate ~~change~~financing ~~was due~~ to ~~the reasons~~meet ~~discussed~~these ~~above~~expenditures.

~~Liquidity~~● We may invest significant resources in developing new products, services and ~~Capital~~technologies ~~Resources~~in pursuit of applications and revenue opportunities that may never materialize.

As● ofOur ~~July~~ability ~~31,~~to ~~2025,~~grow weour ~~had~~business ~~cash~~depends ~~and~~on ~~cash~~our ~~equivalents of~~ability ~~$43,933,~~to ~~representing~~develop anew ~~decrease of $507~~products,~~619~~ ~~from~~and ~~$551,552~~services asto ofsatisfy ~~October~~changing ~~31,~~customer ~~2024.~~demands ~~The~~and ~~decrease~~respond ~~primarily~~to ~~reflects~~changing ~~our~~industry ~~operating~~cycles ~~losses during~~in ~~the~~a ~~period,~~timely ~~partially~~and ~~offset~~cost-effective ~~by proceeds from the issuance of promissory notes~~manner.

~~Capital~~● ~~Resources~~Our ~~Outlook~~ business may be adversely affected by changes in budgetary priorities of the U.S. Government.

In● ~~May~~Technology ~~and~~failures ~~June~~or ~~2025,~~cyber ~~the~~security ~~Company~~breaches ~~entered into~~or another ~~additional~~unauthorized ~~note~~access ~~payable agreement and a Receivables Sale Agreement~~ to ~~obtain~~our ~~additional~~information ~~funding~~technology ~~(see~~systems ~~Note~~or ~~5).~~sensitive ~~Additional financing~~ or ~~capital~~proprietary ~~investment~~information ~~will~~could behave ~~necessary~~an toadverse ~~sustain~~effect ~~operations~~on ~~for one year from~~ the ~~issuance~~Company’s ofbusiness ~~these~~and ~~unaudited condensed consolidated financial statements~~operations.

9● Federal contracting is subject to significant regulation, including rules related to bidding, billing and accounting kickbacks and false claims, and non-compliance could subject us to fines and penalties.

As● ~~part~~Our ofinability ~~management’s ongoing efforts~~ to ~~strengthen~~secure ~~the~~additional ~~Company’s~~U.S. ~~financial~~government ~~position,~~contracts ~~the~~and ~~Company~~funding ismay ~~currently~~adversely ~~engaged~~affect inour ~~negotiations~~business, ~~with~~financial ~~prospective~~condition ~~lenders regarding potential bridge financing arrangements,~~ and ~~potential~~results ~~investors for the purchase~~ of ~~convertible notes or equity investments~~operations. ~~These discussions are ongoing, and there can be no assurance that the Company will enter into definitive agreements or that any such financing will be completed on favorable terms or at all.~~

If● ~~completed,~~The ~~the~~U.S. ~~Company~~government’s ~~expects~~budget todeficit ~~use~~and the ~~net proceeds~~national ~~from~~debt, ~~investments~~as ~~and~~well ~~bridge~~as ~~financing~~any toinability ~~repay~~of ~~certain~~the ~~outstanding~~U.S. ~~promissory~~government ~~notes and~~ to ~~support~~complete ~~key~~its ~~operational~~budget ~~initiatives. These~~process ~~include~~for ~~investments~~any ingovernment ~~research~~fiscal year and ~~development,~~consequently ~~expansion~~having ofto ~~sales,~~shut ~~marketing,~~down ~~and~~or ~~business~~operate ~~development~~on ~~activities,~~funding ~~facility~~levels ~~and infrastructure~~equivalent ~~enhancements,~~to ~~manufacturing~~its ~~improvements,~~prior ~~and~~fiscal ~~other~~year ~~general~~pursuant ~~corporate~~to ~~purposes~~a “continuing resolution,” ~~including~~could ~~working~~have ~~capital~~an ~~and~~adverse ~~upgrades to~~impact ~~the~~on ~~Company’s~~our business, financial ~~and~~condition, ~~contract~~results ~~management~~of ~~systems~~operations and cash flows.

~~Over~~● ~~the~~Our ~~longer~~common ~~term,~~stock ~~the~~has ~~Company~~historically ~~expects~~experienced ~~that it~~limited ~~will~~trading ~~need to raise substantial additional capital to accomplish its business plan over the next several years. There can be no assurance as to the availability, if any, or terms upon which such financing~~ and ~~capital~~you ~~might~~may behave ~~available~~difficulty inliquidating ~~the~~your ~~future~~shares. ~~Failure to obtain adequate capital could require us to delay, reduce, or curtail operations, limit strategic initiatives, or impact our ability to service existing obligations.~~

~~The~~● ~~Company~~Our ~~has~~stock ~~outstanding~~price ~~unsecured~~may ~~notes~~be ~~to certain~~volatile ~~related parties with an aggregate outstanding principal balance of $1,163,280 as of July 31, 2025. The proceeds from these notes were used to meet working capital~~ and ~~cash~~purchasers ~~flow management needs. The notes bear interest at between 6.5% and 11.25% per annum. $668,280~~ of ~~these~~our ~~notes~~common ~~mature~~stock incould ~~the~~incur ~~current~~substantial ~~2025 fiscal year, and the remaining $495,000 mature in the 2026, 2027, or 2028 fiscal year~~losses.

As● ofWe ~~July~~do ~~31,~~not ~~2025,~~expect ~~the~~to ~~Company~~pay ~~has~~dividends ~~outstanding debt from unrelated parties under notes payable~~ in the ~~aggregate~~foreseeable ~~principal amount of $1~~future,~~831,731.~~ ~~These notes bear interest at 9.75%~~ and ~~12.00%~~ ~~and~~you ~~mature~~must ~~within~~rely ~~the~~on ~~next~~price ~~two~~appreciation ~~fiscal years. Certain~~ of ~~these~~your notes were initially convertible but all such convertible notes were amended to eliminate the conversion features in consideration of the issuance by the Company and/or the transfer by certain shareholders of shares of ~~the Company’s~~ common stock. ~~See~~for ~~Note~~return ~~5. Interest~~ on ~~these~~your ~~notes either accrues or is paid quarterly or at maturity along with principal, as specifically described in the note~~investment. Upon the occurrence and during the continuance of any default by the Company under any of the above notes, which default is not cured within fifteen (15) days following written notice of such default from the payee, the payee may declare the entire unpaid principal and unpaid interest immediately due and payable. Certain of these notes are secured by the Company’s accounts receivable, and by shares of common stock pledged by one of the Company’s shareholders. In addition, certain of these notes become due, and the payees under certain of these notes have the right to accelerate their notes, upon the completion of an offering.

Because of historical and expected operating losses and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the unaudited condensed consolidated financial statements, which is not alleviated by management’s plans. The unaudited condensed consolidated financial statements have been prepared under the going concern basis of accounting. These unaudited condensed consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.3

10● Our Company’s founders, directors and executive officers own or control a majority of the Company and you will have little or no management control over our business or corporate mattes.

~~Cash~~● ~~Flows~~Our operating results may continue to be adversely affected as a result of unfavorable market, economic, social and political conditions.

~~Comparison~~We ofhave based the ~~Nine Months~~forward-looking ~~Ended~~statements contained ~~July~~in 31this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, ~~2025~~financial condition, results of operations, prospects, business strategy and financial needs. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the ~~Nine Months~~forward-looking statements ~~Ended~~contained ~~July~~in 31this Quarterly Report. We cannot assure you that the results, ~~2024~~events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

	Nine months Ended
	July 31,
	2025			2024
Cash provided by (used in) operating activities	$	(1,549,753	)	$	(1,285,077	)
Cash provided by (used in) investing activities	$	-		$	-
Cash provided by (used in) financing activities	$	1,042,134		$	1,114,272
Cash on hand (end of period)	$	43,933		$	333,531

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

~~Cash~~Overview ~~Flows~~of ~~from/used in Operating Activities~~Operations

~~For~~Heliospace, our wholly owned subsidiary, is an aerospace company specializing in the ~~nine months~~design, ~~ended~~engineering, ~~July~~assembly 31and test of space flight qualified hardware, ~~2025~~providing systems engineering, ~~net~~modeling, ~~cash~~analysis, ~~used~~integration and test services to customers in ~~operating~~government, ~~activities~~commercial, ~~was~~private ~~$(1~~and non-profit markets. Heliospace designs,~~549~~ fabricates,~~753)~~ assembles and tests space qualified hardware, ~~compared~~including toradar ~~cash~~antennas ~~used~~for inthe ~~operating~~NASA ~~activities~~Europa ofClipper ~~$(1~~mission,~~285~~ the antennas for the SunRISE CubeSat constellation,~~077)~~ and deployable systems and sensors for numerous lunar landers and the ~~nine~~Mars ~~months~~Sample Return program. ~~ended~~Heliospace ~~July~~also 31provides systems engineering, ~~2024~~integration and test, and mission formulation services, including support for the design, testing, and launch of the James Webb Space Telescope, formulation and design of the Roman Space Telescope, Habworlds Observatory, Mars Sample Return, and the Atmospheric Observing System.

~~Our~~In ~~operating~~January 2024, ~~cash~~via ~~flow~~a ~~results~~share ~~were~~exchange ~~affected~~accounted for as a reverse byacquisition, Web3 Corporation, a Florida corporation that was originally incorporated under the ~~aging~~name Stirling Bridge Group, Inc. and ~~timing~~was a specialized small business venture lender, acquired 100% of ~~certain~~the ~~working~~stock ~~capital~~of ~~items~~Heliospace, and changed its name from Web3 Corporation to Helio Corporation (the “Business Combination”). ~~During~~Heliospace was the ~~nine~~accounting ~~months~~acquirer ~~ended~~in ~~July~~the 31Business Combination and was determined to be the sole predecessor of Helio Corporation. Accordingly, ~~2025~~this discussion and ~~2024~~analysis, ~~our~~and ~~negative~~the ~~operating~~condensed consolidated financial statements ~~cash~~included ~~flow~~elsewhere ~~was~~in ~~attributed~~this ~~mainly~~Quarterly toReport, ~~our~~reflect ~~net~~the ~~loss~~financial condition and results of operations of Helio Corporation and its sole consolidated subsidiary, asHeliospace, ~~described~~after ~~above~~the Business Combination and of Heliospace prior to the Business Combination.

~~During the nine months ended July 31~~Trends, ~~2025~~Events, ~~the Company reported $(1,549,753) of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly to a net loss of $(2,884,929)~~ and ~~is partially offset by a decrease in accounts receivable of $788,869, and a decrease in work in process of $174,537.~~Uncertainties

~~During~~Government ~~the~~Budget ~~nine~~Uncertainty months ended July 31, 2024, the Company reported $(1,285,077) of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly to a net loss of $(1,369,799), a decrease in work in process of $958,445, a decrease in accounts payable and ~~accrued expense of $305,565,~~Proposed aNASA ~~decrease in operating lease liability of $243,655 and partially offset by a decrease in accounts receivable of $992,014 and increase in accrued compensation of $172,810.~~Cuts

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

~~During the nine months ended July 31, 2025 and 2024, net cash used in investing activities was $0.~~4

~~Cash~~One ~~Flows~~key ~~from/used~~emerging trend is the proposed shift in federal ~~Financing~~budget ~~Activities~~priorities under the Trump administration. In April 2025, the administration released its draft budget proposal for fiscal year 2026, which recommends a significant reduction in overall discretionary spending, including an approximately 50% cut to NASA’s Science Mission Directorate. If enacted, this proposal would reduce funding for core science programs such as astrophysics, heliophysics, Earth science, and planetary science—areas directly aligned with Heliospace’s technical capabilities and historical contract activity.

~~During~~Although ~~the~~this ~~nine~~proposal ~~months~~remains ~~ended~~subject ~~July~~to ~~31,~~Congressional negotiation ~~2025~~and approval, ~~net~~the magnitude of the proposed cuts and the administration’s stated intent to reprioritize government resources ~~cash~~away from ~~financing~~space ~~activities~~science ~~was~~programs $1present a material uncertainty for our future growth. Any resulting reduction,~~042~~ delay,~~154,~~ ~~which~~or ~~included~~cancellation of NASA programs could reduce the ~~incurrence~~number of ~~new~~available ~~debt~~contracts, ~~discussed~~increase ~~above~~competition for limited awards, and adversely impact our future revenue and profitability.

~~During~~In addition, broader fiscal challenges at the federal ~~nine~~level—such ~~months~~as ~~ended~~the ~~July~~rising 31national debt, ~~2024~~persistent budget deficits, ~~net~~and the risk of government shutdowns or extended continuing ~~cash~~resolutions—could ~~provided~~result byin ~~financing~~delays ~~activities~~to ~~was~~contract $1funding or payments,~~114,272,~~ ~~which~~reduced ~~mainly~~availability ~~included~~of $1new program opportunities,~~046,306~~ and increased uncertainty in ~~net~~long-term ~~proceeds~~planning. ~~from~~These ~~incurrence~~macroeconomic ofpressures ~~debt~~may ~~discussed~~also negatively affect private sector customers that rely on or benefit ~~above~~from government-funded space and research initiatives.

11As we execute our expansion plans, we have continued to increase the percentage of revenue from private and commercial sources, and are actively working to expand our offerings to defense agencies whose budgets remain a priority for the current administration and Congress. However, these plans are subject to risks and uncertainties, and there can be no assurance that they will succeed or fully offset the effects of any reduction in government spending.

~~Material~~Cybersecurity ~~Cash~~Risk ~~Commitments~~ and Ongoing Threat Landscape

~~The~~As ~~Company’s~~a ~~material~~government ~~future~~contractor ~~cash~~and ~~commitments,~~developer of advanced toaerospace betechnology, ~~paid~~we ~~from~~operate ~~cash~~in ~~flows~~a ~~from~~highly ~~operations,~~sensitive ~~are~~and todata-driven ~~repay~~environment. ~~its~~Cybersecurity ~~current~~risks—including ~~debt~~ransomware ~~obligations~~attacks, data ~~and~~breaches, ~~payments~~intellectual ~~under~~property ~~leases~~theft, ~~for~~and ~~its~~attempted ~~facilities.~~intrusions ~~The Company~~by ~~does~~nation-state ~~not~~actors—continue ~~have~~to ~~any~~increase ~~material~~in ~~commitments~~frequency ~~for~~and sophistication ~~capital~~across ~~expenditures~~our industry. ~~The~~Like ~~following~~many ~~table~~companies ~~shows~~operating in the ~~material~~defense ~~future~~and ~~commitments~~aerospace sectors, we remain a potential target for ~~the years~~both ~~ending~~criminal ~~October 31st:~~and geopolitical cyber threats.

	Leases		Debt		Total
Remainder of 2025	$	121,922	$	785,404	$	907,326
2026		477,956		1,564,607		2,042,563
2027		283,626		260,000		543,626
2028		—		385,000		385,000
2029		—		—		—
Total	$	883,504	$	2,995,011	$	3,878,515

We have implemented security protocols, systems monitoring, and access controls to protect our infrastructure and proprietary information, including information related to our work with NASA and other government agencies. However, cybersecurity is an evolving threat landscape, and there can be no assurance that our efforts will prevent all attacks or unauthorized access. A successful breach could disrupt our operations, compromise confidential data, harm our reputation, result in regulatory investigations, or expose us to legal claims and financial losses.

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

We do not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.5

~~Critical~~Results ~~Accounting~~of ~~Policies and Significant Judgments and Estimates~~Operations

~~This~~Comparison ~~discussion and analysis~~ of ~~our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in~~ the ~~United~~Three ~~States~~Months ~~(“GAAP”).~~Ended ~~The preparation of these financial statements requires us to make~~January ~~estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements~~31, as2026 ~~well~~to as the ~~reported~~Three Months ~~expenses~~Ended ~~incurred~~January ~~during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances~~31, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.2025

~~While~~The ~~our~~following ~~significant~~table ~~accounting~~provides ~~policies~~certain ~~are described~~selected ~~in more detail in the notes to our~~ financial ~~statements included elsewhere in this quarterly report, we believe that the following~~information ~~accounting~~of ~~policies~~Helio ~~are~~Corporation ~~critical~~for ~~to understanding our historical and future performance, as these policies relate to~~ the ~~more~~periods ~~significant areas involving management’s judgments and estimates.~~presented:

We believe our most critical accounting policies and estimates relate to the following:

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

Loss per share basic and diluted	$	(0.21	)	$	(0.08	)

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

●Cost ~~Work~~of ~~in Progress~~Revenue

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

~~Revenue Recognition~~6

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

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

~~Revenues~~Overall ~~from~~operating ~~cost-plus and~~expenses ~~time~~increased ~~and~~by ~~materials contracts~~$1,650,067, ~~are~~or ~~recognized~~129%, ~~with~~to ~~each invoice. For fixed price contracts including purchase orders with specific priced milestone deliveries~~$2,926,201 ~~revenue is recognized upon invoicing~~ for ~~each~~the ~~milestone~~three ~~completed.~~months ~~Revenue~~ended onJanuary ~~fixed~~31, ~~price~~2026, ~~contracts~~as ~~that~~compared ~~are~~to ~~still~~$1,276,134 infor ~~progress~~the atthree ~~month end~~months ~~are~~ended ~~otherwise~~January ~~recognized~~31, ~~on the percentage-of-completion method~~2025, ~~measured~~driven by ~~the~~professional fees ~~percentage of total costs~~ incurred toin ~~date~~connection ~~to the~~with ~~estimated~~a ~~total~~public ~~costs~~offering ~~for~~attempt ~~each~~and ~~contract.~~higher ~~This~~G&A ~~method~~expenses isassociated ~~used~~with ~~because~~this ~~management~~and ~~considers~~R&D ~~total costs to be the best available measure of progress on these contracts~~activities.

~~Work~~Other ~~in Progress~~Expense

~~Inventory~~Our ~~consists~~other ofexpenses ~~work~~are incomprised ~~progress~~of ~~and~~interest ~~consists~~expense, amortization of ~~estimated~~debt ~~revenue~~discount, ~~calculated~~change onin afair ~~percentage~~value of ~~completion~~derivative ~~based~~liability and loss on ~~direct~~debt ~~labor~~extinguishment. ~~and~~Overall ~~materials~~other expenses increased by $1,004,478, or 1869%, to $1,058,214 for the three months ended January 31, 2026, as compared to $53,736 for the three months ended January 31, 2025. We recorded $164,309 in ~~relation~~interest expense in the three months ended January 31, 2026 compared to $53,736 in the ~~total~~three ~~contract~~months ~~value~~ended January 31, 2025, reflecting our increased amount of average outstanding debt and increased rates of interest thereunder. In the three months ~~The~~ended ~~Company~~January ~~does~~31, ~~not~~2026 ~~maintain~~we ~~raw~~recorded ~~materials~~amortization ~~nor~~of ~~finished~~debt ~~goods~~discount of $61,233, the change in fair value of derivative liability of $188,792, which was due to the issuance of convertible debt and a loss on debt extinguishment in the amount of $643,880.

~~Leases~~We have not recorded income tax expense or benefit in the three months ended January 31, 2026 and 2025 (because of our tax loss carryforwards). We had approximately $3,179,000 of net operating loss carry forwards to offset future federal taxable income as of January 31, 2026.

WeThe ~~determine~~NOL ifcarry anforward ~~arrangement~~ is asubject ~~lease~~to atreview ~~inception.~~and possible adjustment ~~Operating~~by ~~leases~~the ~~are~~Internal ~~included~~Revenue inService ~~operating~~and ~~lease~~state ~~right-of-use~~ tax authorities. Under the Internal Revenue Code (“~~ROU~~IRC”) ~~assets~~Sections 382 and 383, annual use of the Company’s net operating ~~lease~~loss ~~liabilities — current~~carryforwards and research credit carryforwards to offset taxable income and tax, respectively, ~~and~~may ~~operating~~be ~~lease~~limited ~~liabilities — noncurrent~~based on ~~the~~cumulative ~~balance~~changes ~~sheets~~in ownership. ~~Finance~~The ~~leases~~Company ~~are~~has ~~included~~not incompleted ~~property~~an ~~and~~analysis ~~equipment,~~to determine whether any such limitations ~~other~~have ~~current~~been ~~liabilities~~triggered as of January 31, ~~and~~2026. ~~other~~The ~~long-term liabilities~~annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in ~~our~~future ~~balance~~three ~~sheets~~months.

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

~~Leases~~Our ~~with~~net aloss ~~lease~~for ~~term~~the ofthree 12 months orended January 31, 2026 was $3,733,728, ~~less~~compared atto ~~inception~~a ~~are~~net ~~not~~loss ~~recorded~~of on$919,142 ~~our~~for ~~balance~~the ~~sheet~~three ~~and~~months ~~are~~ended ~~expensed~~January on31, a2025. ~~straight-line basis~~The ~~over~~change ~~the~~was ~~lease~~due ~~term~~to inthe ~~our~~reasons ~~statement of~~discussed ~~operations~~above.

~~ITEM~~Because 3of historical and expected operating losses and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance of the condensed consolidated financial statements, which is not alleviated by management’s plans. ~~QUANTITATIVE~~The ~~AND~~condensed ~~QUALITATIVE~~consolidated financial ~~DISCLOSURES~~statements have been prepared under the going concern basis of accounting. These condensed consolidated financial statements ~~ABOUT~~do ~~MARKET~~not ~~RISK~~include any adjustments that might be necessary from the outcome of this uncertainty.

~~Not applicable~~7

~~ITEM~~Liquidity 4.and ~~CONTROLS~~Capital ~~AND PROCEDURES.~~Resources

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

AsThe ofCompany’s ~~July~~primary ~~31,~~liquidity ~~2025~~requirements include funding operating expenses, ~~the~~research ~~end~~and ofdevelopment ~~the~~activities, ~~period~~engineering ~~covered by~~and ~~this~~technical ~~Quarterly~~personnel ~~Report~~costs, ongeneral ~~Form~~and ~~10-Q~~administrative expenses, ~~our~~professional ~~management~~fees, and costs associated with ~~the~~maintaining ~~participation~~its ofpublic ~~our~~company ~~Chief~~reporting ~~Executive~~obligations. ~~Officer~~As ~~and~~of ~~Chief~~January ~~Financial~~31, ~~Officer~~2026, ~~evaluated~~ the Company’s ~~effectiveness~~ability ofto ~~our~~meet ~~disclosure~~its ~~controls~~obligations as they become due depend, and ~~procedures~~is ~~(as~~expected ~~defined~~to incontinue ~~Rules~~to ~~13a-15(e)~~depend, ~~and~~on ~~15d-15(e)~~its ~~under~~ability ~~the~~to ~~Securities~~obtain ~~Exchange~~additional ~~Act~~financing ofthrough ~~1934~~debt or equity issuances, asstrategic ~~amended)~~transactions, or other capital-raising activities.

~~Based~~Default onUnder ~~this~~Promissory evaluation, management concluded that our disclosure controls and procedures were not effective as of July 31, 2025, due to the presence of material weaknesses in our internal control over financial reporting, as described below.Notes

13The Company is currently in default under certain of its outstanding promissory notes with an aggregate principal amount of approximately $1,185,000. The Company is engaged in discussions with the holders of such notes regarding potential waivers, amendments or other accommodations. While no assurance can be given as to the outcome of these discussions, the Company is seeking to resolve the matter without acceleration or enforcement actions. If the holders of such notes were to accelerate the amounts due, the Company may not have sufficient liquidity to satisfy such obligations.

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

AThese ~~material~~notes ~~weakness~~bear isinterest aat ~~deficiency,~~rates orgenerally ~~a combination~~ranging offrom ~~deficiencies,~~approximately in10% ~~internal~~to ~~control~~12% ~~over~~per ~~financial~~annum ~~reporting,~~(subject ~~such~~to ~~that~~higher ~~there~~default isrates) aand ~~reasonable~~have ~~possibility~~maturities ~~that~~ranging afrom ~~material~~October ~~misstatement of~~2026 ~~the~~through ~~Company’s~~January 2027. ~~annual~~The orproceeds ~~interim~~from ~~financial~~these ~~statements~~financings ~~will~~were ~~not~~used befor ~~prevented~~working orcapital ~~detected~~and ongeneral acorporate ~~timely basis~~purposes.

~~Although~~Debt ~~management~~Obligations ~~has~~and ~~not~~Contractual yet completed a formal evaluation of the Company’s internal control over financial reporting, certain control deficiencies were identified that are significant enough to suggest the existence of material weaknesses, including:Commitments

●As ~~Lack~~ of ~~Segregation~~January of31, ~~Duties.~~2026, ~~The~~the Company ~~did~~had ~~not~~outstanding ~~maintain~~unsecured ~~adequate~~notes to ~~segregation~~related parties with an aggregate principal balance of ~~duties~~$558,178. ~~within~~Of ~~its~~the ~~finance~~aggregate outstanding principal balance, $358,178 are non-interest bearing and ~~accounting~~$200,000 ~~function~~are interest bearing at 9.75% ~~This~~per ~~deficiency~~annum. ~~increases~~$200,000 of the ~~risk~~principal ~~that~~is ~~errors~~in ordefault ~~fraudulent~~as ~~activity~~of ~~could~~January ~~occur~~31, ~~and~~2026, ~~remain~~the ~~undetected~~remaining $358,178 inis adue ~~timely~~on ~~manner~~demand.

●As ~~Insufficient~~of ~~Accounting~~January ~~and~~31, ~~Financial~~2026, ~~Reporting~~the ~~Expertise.~~Company ~~The~~also ~~Company~~had ~~did~~outstanding ~~not~~debt ~~have~~from unrelated aparties ~~sufficient~~under ~~number~~notes payable with an aggregate principal balance of ~~qualified~~$1,727,432. ~~personnel~~These ~~with~~notes ~~the~~bear ~~requisite~~interest ~~knowledge~~at rates of U9.S75% and 12.00% ~~generally~~per ~~accepted~~annum ~~accounting~~and ~~principles~~mature ~~(GAAP)~~within ~~and~~the ~~SEC~~next ~~reporting~~two ~~requirements~~fiscal. toCertain ~~ensure~~of these notes are secured by the ~~timely~~Company’s accounts receivable and ~~accurate~~by ~~preparation,~~shares ~~review~~of common stock pledged by a shareholder, and ~~disclosure~~certain notes permit acceleration upon the occurrence of ~~financial~~specified ~~statements~~events.

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

WeSubsequent ~~are~~Financing actively working to remediate these material weaknesses. Planned remediation steps include hiring additional qualified accounting personnel and implementing more robust internal review and approval procedures. We will continue to monitor and assess the effectiveness of our remediation efforts in future periods.Activities

~~Changes~~Subsequent to January 31, 2026, the Company issued additional promissory notes to investors in ~~Internal~~the ~~Control~~aggregate ~~over~~principal ~~Financial~~amount ~~Reporting~~of approximately $760,272, resulting in net proceeds of approximately $667,000 after giving effect to original issue discounts and transaction-related expenses. These notes contain customary interest, conversion and default provisions. The proceeds from these financings have been used to support the Company’s ongoing operations and liquidity needs. The Company has used, and expects to continue to use, proceeds from financing activities to fund its operations and address its liquidity needs while it continues discussions with holders of notes currently in default.

~~There~~Capital ~~were~~Requirements noand ~~changes~~Going-Concern in our internal control over financial reporting during the fiscal quarter ended July 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Considerations

14Because of historical and expected operating losses and negative operating cash flows, there is substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance of the condensed consolidated financial statements. Management’s plans to address this uncertainty include pursuing additional debt and equity financings, strategic partnerships, and other capital-raising initiatives. However, there can be no assurance that such financing or other arrangements will be available on acceptable terms, or at all.

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

~~ITEM 1. LEGAL PROCEEDINGS.~~8

WeCash are not currently party to any legal proceedings, and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating results, or financial condition.Flows

ITEM 1A. RISK FACTORS.

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

AsCash aFlows ~~smaller~~Used ~~reporting~~in ~~company,~~Operating ~~we are not required to provide the information required by this item.~~Activities

~~ITEM~~Our 2operating cash flow results were affected by the aging and timing of certain working capital items. ~~UNREGISTERED~~During ~~SALES~~the OFthree ~~EQUITY~~months ~~SECURITIES~~ended January 31, 2026 and 2025, our negative operating ~~AND~~cash ~~USE~~flow OFwas ~~PROCEEDS~~attributed mainly to our net loss, as described above.

~~None~~During the three months ended January 31, 2026, the Company reported $290,619 of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly to a net loss of $3,733,728, decrease in lease obligations of $101,322, and a decrease in accrued compensation in the amount of $52,380. This was offset by increases in right of use asset amortization of $82,249, decrease in accounts receivable of $301,058, an increase in accounts payable and accrued expenses of $99,350 and a decrease in prepaid expenses in current assets in the amount of $44,609.

~~ITEM~~During 4the three months ended January 31, 2025, the Company reported $501,760 of cash used by operating activities. ~~MINE~~The ~~SAFETY~~Company’s ~~DISCLOSURES~~negative operating cash flow was attributed mainly to a net loss of $919,142, decreased work in progress of $191,683, and an increase in accounts payable of $32,502. This was offset by decreases in right of use asset amortization of $100,019, decrease in accrued compensation of $81,590, and decrease in accounts receivable of $236,569.

~~Not~~Cash ~~applicable.~~Flows Provided by Financing Activities

~~ITEM~~During 5.the ~~OTHER~~three ~~INFORMATION~~months ended January 31, 2026, net cash provided by financing activities was $565,375, which included the incurrence of new debt proceeds amounting to $847,477, offset by repayments of debt totaling $282,101.

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

~~The following subsequent events occurred after July 31, 2025, and prior to the filing of this Quarterly Report on Form 10-Q.~~9

OnMaterial ~~August~~Cash 26, 2025, the Company entered into a Securities Purchase Agreement with an accredited investor. Pursuant to the Purchase Agreement, the Company issued a promissory note in the aggregate principal amount of $275,000, for a purchase price of $250,000, reflecting an original issue discount of $25,000. The Note bears interest at 10% per annum and matures 12 months from the issue date.Commitments

InThe ~~addition, the~~ Company’s ~~issued~~material ~~25,000~~future ~~unregistered shares~~cash ~~of its common stock~~commitments, ~~nil~~to ~~par~~be ~~value~~paid ~~(the~~from cash ~~“Commitment~~flows ~~Shares”)~~from operations, are to ~~the~~repay ~~Buyer~~its ascurrent ~~additional~~debt ~~consideration.~~obligations ~~The~~and ~~net~~payments ~~proceeds from~~under ~~the~~leases ~~sale~~for ofits ~~the~~facilities. ~~Note~~The ~~were~~Company ~~approximately~~does ~~$200,000,~~not have ~~after~~any ~~deducting~~material ~~legal~~commitments ~~and~~for ~~placement~~capital ~~agent fees~~expenditures. The ~~Company~~following ~~intends~~table toshows ~~use~~ the ~~net~~ ~~proceeds~~material ~~for~~future ~~general~~commitments ~~corporate~~for ~~and~~the three ~~working~~months ending ~~capital purposes.~~January 31st:

	Leases		Debt		Total

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

~~The~~Off-Balance Sheet ~~Note provides for monthly amortization payments beginning on February 26, 2026, with all remaining amounts due at maturity on August 26, 2026.~~Arrangements

OnWe ~~September~~do ~~21,~~not ~~2025,~~have ~~Erick~~any ~~Frim,~~off-balance sheet ~~who had been~~arrangements ~~serving~~or asrelationships ~~the~~with ~~Company’s~~unconsolidated ~~interim~~entities ~~Chief~~or ~~Financial Officer and as its principal~~ financial ~~and accounting officer~~partnerships, ~~ceased serving in~~ such ~~roles.~~as ~~Gregory~~entities ~~Delory,~~often ~~the~~referred ~~Company’s~~to ~~Chief~~as ~~Executive~~structured ~~Officer,~~finance ~~assumed~~or ~~the responsibilities of principal financial and accounting~~special ~~officer~~purpose entities.

OnCritical ~~September~~Accounting ~~16,~~Policies ~~2025~~and ~~the Company issued 83,333~~Significant ~~shares~~Judgments asand ~~part of a consulting agreement.~~Estimates

OnThis ~~September~~discussion 21and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, ~~2025~~which have been prepared in accordance with generally accepted accounting principles in the ~~Company~~United States ~~executed~~(“GAAP”). anThe ~~extension~~preparation of ~~the~~these condensed consolidated financial statements ~~maturity~~requires ~~date~~us ~~for~~to ~~the~~make ~~Note~~estimates ~~payable~~and ~~agreement~~assumptions ~~dated~~that ~~March~~affect ~~12,~~the ~~2024~~reported ~~for~~amounts ~~$150,000~~of ~~until~~assets and liabilities and the ~~earlier~~disclosure of contingent assets and liabilities at the date of the ~~Company~~financial isstatements, ~~able~~as towell ~~achieve~~as the reported expenses incurred during the reporting periods. aOur ~~listing~~estimates are based on aour ~~national~~historical ~~stock~~experience ~~exchange~~and oron ~~Nov~~various 1,other ~~2025.~~factors ~~Under~~that we believe are reasonable under the ~~terms~~circumstances, the results of ~~the~~which ~~extension~~form the ~~Note~~basis ~~was~~for ~~not~~making ~~considered~~judgments inabout ~~default.~~the ~~The~~carrying ~~terms~~ value of ~~the~~assets ~~amended~~and ~~note~~liabilities ~~were~~that are not ~~substantially~~readily ~~different~~apparent from ~~than~~other ~~the~~sources. ~~original~~Actual ~~and~~results ~~therefore~~may ~~did~~differ ~~not~~from ~~result~~these inestimates anunder ~~extinguishment~~different ofassumptions ~~the~~or ~~original note~~conditions.

OnWhile ~~September~~our ~~22,~~significant ~~2025~~accounting ~~the~~policies ~~Company~~are ~~executed~~described anin ~~extension~~more ofdetail in the ~~maturity~~ ofnotes ~~the~~to ~~related~~our ~~party~~condensed ~~note~~consolidated ~~payable~~financial ~~agreement~~statements ~~dated~~included ~~March~~elsewhere ~~18,~~in ~~2024~~this ~~for~~quarterly ~~$50~~report,~~000~~ ~~until~~we ~~the~~believe ~~earlier~~that of the ~~date~~following accounting ~~the~~policies ~~Company~~are iscritical ~~able~~ to ~~achieve~~understanding aour ~~listing~~historical onand afuture ~~national stock exchange or October 31st~~performance, ~~2025.~~as ~~Repayment~~these ofpolicies ~~the~~relate ~~note~~to ~~will occur in monthly installments from October 31st through December 31st 2025. Under~~ the ~~terms~~more ~~of the extension the note was not considered in default.~~significant ~~The~~areas ~~terms~~involving ofmanagement’s ~~the~~judgments ~~amended note were not substantially different than the original~~ and ~~therefore did not result in an extinguishment of the original note~~estimates.

OnWe ~~September~~believe ~~22,~~our ~~2025~~most ~~the~~critical ~~Company~~accounting ~~executed~~policies ~~an extension~~and ofestimates ~~the maturity date of the unsecured promissory note to Indicia Capital, LLC for $150,000 to October 31st, 2025.~~relate ~~Repayment of the note~~ to ~~occur in monthly installments from October 31st through December 31st 2025 or upon investment of $1,000,000 or more. Under~~ the terms of the extension the note was not considered in default. The terms of the amended note were not substantially different than the original and therefore did not result in an extinguishment of the original note.following:

On● ~~September~~Revenue 22, 2025, the Company executed an extension of the maturity date of the $50,000 portion of the note payable agreement dated June 20, 2024 to October 31st, 2025, with repayment of the note to occur in monthly installments from October 31st through December 31st 2025. Under the terms of the extension the note was not considered in default. The terms of the amended note were not substantially different than the original and therefore did not result in an extinguishment of the original note.Recognition

15● Work in Progress

~~ITEM~~● 6.Lease ~~EXHIBITS.~~Accounting

Exhibit No.		Description
10.1*		Note Amendment dated September 22, 2025, for Promissory Note issued to M. David Shapiro on March 18, 2024, as amended, in the principal amount of $50,000, bearing interest at 9.75% per annum.
10.2*		Note Amendment dated September 21, 2025, for Promissory Note issued to Scott Nealey on March 12, 2024, as amended, in the principal amount of $150,000, bearing interest at 9.75% per annum
10.3*		Note Amendment dated September 22, 2025 for Promissory Note issued to Indicia Capital, LLC dated April 16, 2025
10.4*		Note Amendment dated September 22, 2025, for Promissory Note issued to James Byrd on March 18, 2024, in the principal amount of $50,000,bearing interest at 9.75% per annum
10.5		Securities Purchase Agreement, dated August 26, 2025, by and between Helio Corporation and the Buyer (previously filed as Exhibit 10.1 to the registrant’s form 8-K dated September 2, 2025)
10.6		$275,000 Promissory Note, dated August 26, 2025, issued by Helio Corporation (previously filed as Exhibit 10.2 to the registrant’s form 8-K dated September 2, 2025)
31.1*		Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Revenue Recognition

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

The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.10

Revenues from cost-plus 16and time and materials contracts are recognized with each invoice. For fixed price contracts including purchase orders with specific priced milestone deliveries, revenue is recognized upon invoicing for each milestone completed. Revenue on fixed price contracts that are still in progress at month end are otherwise recognized on the percentage-of-completion method, measured by the percentage of total costs incurred to date to the estimated total costs for each contract. This method is used because management considers total costs to be the best available measure of progress on these contracts.

~~SIGNATURES~~Work in Progress

~~Pursuant~~Inventory toconsists ~~the~~of ~~requirements~~work ofin ~~the~~progress ~~Securities~~and consists ~~Exchange~~of ~~Act~~estimated revenue calculated on a percentage of ~~1934,~~completion ~~the~~based ~~registrant~~on ~~has~~direct ~~duly~~labor ~~caused~~and ~~this~~materials ~~report~~in relation to bethe ~~signed~~total oncontract ~~its~~value. The ~~behalf~~Company bydoes ~~the~~not ~~undersigned~~maintain ~~thereunto~~raw ~~duly~~materials ~~authorized~~nor finished goods.

	HELIO CORPORATION
Date: September 22, 2025	By:	/s/ Gregory T. Delory
		Gregory T. Delory
		Chief Executive Officer and Chairman of the Board of Directors
		(Principal Executive Officer and Principal Financial and Accounting Officer)

Leases

17We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities — current, and operating lease liabilities — noncurrent on the condensed consolidated balance sheets.

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of January 31, 2026, the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).

Based on this evaluation, management concluded that our disclosure controls and procedures were not effective as of January 31, 2026, due to the presence of material weaknesses in our internal control over financial reporting, as described below.

Identified Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

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

●

Lack of Segregation of Duties. The Company did not maintain adequate segregation of duties within its finance and accounting function. This deficiency increases the risk that errors or fraudulent activity could occur and remain undetected in a timely manner.

●

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

Remediation Plan

We are actively working to remediate these material weaknesses. Planned remediation steps include hiring additional qualified accounting personnel and implementing more robust internal review and approval procedures. We will continue to monitor and assess the effectiveness of our remediation efforts in future periods.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended January 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not currently party to any legal proceedings, and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating results, or financial condition.

ITEM 1A. RISK FACTORS.

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

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

None

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Subsequent Events

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

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

On February 9, 2026, the Company entered into a Securities Purchase Agreement (the “CFI SPA”) with CFI Capital LLC (“CFI”), pursuant to which the Company agreed to issue and sell, and CFI agreed to purchase, a 6% Convertible Redeemable Note in the aggregate principal amount of $200,000 (the “CFI Note”). The CFI Note contains an original issue discount of $20,000, resulting in a purchase price of $180,000, less a $5,000 legal fee deduction, resulting in net proceeds of $175,000 before expenses. The CFI Note bears interest at six percent (6%) per annum from February 9, 2026 and matures on February 9, 2027.

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

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

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

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

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

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

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

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

The GS Note further provides that if the Company issues securities to another party with more favorable conversion terms (including conversion price, discount or lookback period), such conversion terms will be adjusted in favor of GS.

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

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

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

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

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

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

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

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

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

ITEM 6. EXHIBITS.

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

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

SIGNATURES

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

	HELIO CORPORATION

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

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

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