10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 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 April 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________.

Commission file number: 001-41643

TRIO PETROLEUM CORP.

(Exact name of Registrant as specified in its charter)

Delaware	87-1968201
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
5401 Business Park South, Suite 115
Bakersfield, CA	93309
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (661) 324-3911

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	TPET	NYSE American LLC

Indicate by check mark whether the Registrant (1) has 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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.

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 June 14, 2024, there were 50,328,328 shares of the registrant’s common stock outstanding.

TRIO PETROLEUM CORP.

FORM 10-Q

For the Three and Six Months Ended April 30, 2024

		Page
PART I. FINANCIAL INFORMATION		3
ITEM 1.	Financial Statements	3
	Condensed Balance Sheets as of April 30, 2024 (unaudited) and October 31, 2023	3
	Condensed Statements of Operations (unaudited) for the Three and Six Months Ended April 30, 2024 and 2023	4
	Condensed Statements of Changes in Stockholders’ Equity (unaudited) for the Six Months Ended April 30, 2024 and 2023	5
	Condensed Statements of Cash Flows (unaudited) for the Six Months Ended April 30, 2024 and 2023	7
	Notes to Unaudited Condensed Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	33
ITEM 4.	Controls and Procedures	33
PART II. OTHER INFORMATION		33
ITEM 1.	Legal Proceedings	33
ITEM 1A.	Risk Factors	33
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
ITEM 3.	Defaults Upon Senior Securities	34
ITEM 4.	Mine Safety Disclosures	34
ITEM 5.	Other Information	34
ITEM 6.	Exhibits	34
SIGNATURES		35

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TRIO PETROLEUM CORP.

CONDENSED BALANCE SHEETS

	April 30, 2024			October 31, 2023
		(unaudited)
ASSETS
Current assets:
Cash	$	220,647		$	1,561,924
Prepaid expenses		584,229			133,417
Total current assets		804,876			1,695,341
Oil and gas properties - not subject to amortization		11,008,673			9,947,742
Total assets	$	11,813,549		$	11,643,083
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,002,074		$	609,360
Asset retirement obligations – current		2,778			2,778
Convertible note, net of discounts		-			1,217,597
Due to operators		63,878			21,651
Promissory notes, net of discounts		238,386			-
Notes payable – related parties		310,066			-
Insurance liability		230,387			-
Other current liabilities		171,270			-
Total current liabilities		2,018,839			1,851,386
Long-term liabilities:
Asset retirement obligations, net of current portion		49,702			48,313
		49,702			48,313
Total liabilities		2,068,541			1,899,699
Commitments and Contingencies (Note 7)
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; -0- shares issued and outstanding at April 30, 2024 and October 31, 2023, respectively		-			-
Common stock, $0.0001 par value; 490,000,000 shares authorized; 50,328,328 and 31,046,516 shares issued and outstanding as of April 30, 2024 and October 31, 2023, respectively		5,033			3,105
Stock subscription receivable		(10,010	)		(10,010	)
Additional paid-in capital		25,944,850			20,197,171
Accumulated deficit		(16,194,865	)		(10,446,882	)
Total stockholders’ equity		9,745,008			9,743,384
Total liabilities and stockholders’ equity	$	11,813,549		$	11,643,083

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

3

TRIO PETROLEUM CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	April 30,						April 30,
	2024			2023			2024			2023
Revenues, net	$	72,923		$	-		$	72,923		$	-
Operating expenses:
Exploration expense	$	40,223		$	25,415		$	124,817		$	25,415
General and administrative expenses		1,475,685			920,263			2,422,953			1,044,519
Stock-based compensation		504,912			70,228			912,530			110,985
Accretion expense		694			694			1,389			1,389
Total operating expenses		2,021,514			1,016,600			3,461,689			1,182,308
Loss from operations		(1,948,591	)		(1,016,600	)		(3,388,766	)		(1,182,308	)
Other expenses:
Interest expense		982,691			94,357			1,141,989			746,930
Settlement fees		10,500			-			10,500			-
Loss on note conversion		1,104,153			1,125,000			1,196,306			1,125,000
Licenses and fees		-			-			10,422			-
Total other expenses		2,097,344			1,219,357			2,359,217			1,871,930
Loss before income taxes		(4,045,935	)		(2,235,957	)		(5,747,983	)		(3,054,238	)
Provision for income taxes		-			-			-			-
Net loss	$	(4,045,935	)	$	(2,235,957	)	$	(5,747,983	)	$	(3,054,238	)
Basic and Diluted Net Loss per Common Share
Basic	$	(0.10	)	$	(0.12	)	$	(0.16	)	$	(0.17	)
Diluted	$	(0.10	)	$	(0.12	)	$	(0.16	)	$	(0.17	)
Weighted Average Number of Common Shares Outstanding
Basic		40,876,850			18,457,415			36,164,019			17,796,727
Diluted		40,876,850			18,457,415			36,164,019			17,796,727

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

4

TRIO PETROLEUM CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 

(Unaudited)

							Stock			Additional					Total
	Common Stock						Subscription			Paid-in		Accumulated			Stockholders’
	Shares			Amount			Receivable			Capital		Deficit			Equity
Balance at February 1, 2024		32,350,090		$	3,235		$	(10,010	)	$	21,196,031	$	(12,148,930	)	$	9,040,326
Issuance of common shares in lieu of cash payments on convertible note		15,230,034			1,523			-			2,977,382		-			2,978,905
Issuance of commitment shares in connection with the April 2024 Financings		1,500,000			150			-			667,350		-			667,500
Issuance of common shares to consultants		1,700,000			170			-			599,130		-			599,300
Adjustment related to Resale S-1/A warrants		(451,796	)		(45	)					45					-
Stock-based compensation		-			-			-			504,912		-			504,912
Net loss		-			-			-			-		(4,045,935	)		(4,045,935	)
Balance at April 30, 2024		50,328,328			5,033			(10,010	)		25,944,850		(16,194,865	)	$	9,745,008
Balance at November 1, 2023		31,046,516		$	3,105		$	(10,010	)	$	20,197,171	$	(10,446,882	)	$	9,743,384
Issuance of common stock for services		200,000			20			-			95,180		-			95,200
Issuance of equity warrants in connection with convertible note		-			-			-			151,490		-			151,490
Issuance of common shares in lieu of cash payments on convertible note		16,333,608			1,633			-			3,321,954		-			3,323,587
Issuance of commitment shares in connection with the April 2024 Financings		1,500,000			150			-			667,350		-			667,500
Issuance of common shares to consultants		1,700,000			170			-			599,130		-			599,300
Adjustment related to Resale S-1/A warrants(1)		(451,796	)		(45	)		-			45		-			-
Stock-based compensation		-			-			-			912,530		-			912,530
Net loss		-			-			-			-		(5,747,983	)		(5,747,983	)
Balance at April 30, 2024		50,328,328			5,033			(10,010	)		25,944,850		(16,194,865	)	$	9,745,008

(1) Amount is for an adjustment for shares recorded as not exercised but registered in accordance with their warrant agreements.

5

					Stock			Additional					Total
	Common Stock				Subscription			Paid-in		Accumulated			Stockholders’
	Shares		Amount		Receivable			Capital		Deficit			Equity
Balance at February 1, 2023		17,372,800	$	1,737	$	(10,010	)	$	7,046,610	$	(4,720,737	)	$	2,317,600
Issuance of conversion shares related to the SPA		5,038,902		504		-			5,164,371		-			5,164,875
Issuance of commitment shares related to the SPA		375,000		38		-			1,124,963		-			1,125,001
Issuance of common shares upon consummation of IPO, net of underwriting discounts and offering costs		2,000,000		200		-			3,342,426		-			3,342,626
Issuance of pre-funded warrants		-		-		-			4,000		-			4,000
Stock-based compensation		12,500		1		-			70,227		-			70,228
Net loss		-		-		-			-		(2,235,957	)		(2,235,957	)
Balance at April 30, 2023		24,799,202		2,480		(10,010	)		16,752,597		(6,956,694	)	$	9,788,373
Balance at November 1, 2022		16,972,800	$	1,697	$	(10,010	)	$	6,633,893	$	(3,902,456	)	$	2,723,124
Issuance of common stock for cash, net		400,000		40		-			371,960		-			372,000
Issuance of conversion shares related to the SPA		5,038,902		504		-		$	5,164,371		-			5,164,875
Issuance of commitment shares related to the SPA		375,000		38		-			1,124,963		-			1,125,001
Issuance of common shares in IPO, net of underwriting discounts and offering costs		2,000,000		200		-			3,342,426		-			3,342,626
Issuance of pre-funded warrants		-		-		-			4,000		-			4,000
Stock-based compensation		12,500		1		-			110,984		-			110,985
Net loss		-		-		-			-		(3,054,238	)		(3,054,238	)
Balance at April 30, 2023		24,799,202		2,480		(10,010	)		16,752,597		(6,956,694	)	$	9,788,373

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

6

TRIO PETROLEUM CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended April 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,747,983	)	$	(3,054,238	)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of common shares for services		694,500			-
Issuance of equity warrants connected to convertible note		151,490			-
Conversion of convertible note payments into common shares		3,323,587			-
Bad debt expense		-			25,000
Accretion expense		1,389			1,389
Conversion of SPA		-			1,125,000
Payable to related party		185,066			-
Amortization of debt discounts		1,140,753			432,693
Debt discounts – convertible note		(322,366	)		-
Stock-based compensation		912,530			110,985
Changes in operating assets and liabilities:
Prepaid expenses and other receivables		(450,812	)		(105,739	)
Accounts payable and accrued liabilities		392,714			663,644
Other liabilities		401,657			-
Net cash provided by/(used in) operating activities		682,525			(801,266	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for unproved oil and gas properties		(1,060,931	)		(210,530	)
Drilling costs for exploratory well		-			(1,294,490	)
Due to operators		42,227			-
Advances to operators		-			534,852
Net cash used in investing activities		(1,018,704	)		(970,168	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net		-			372,000
Payment of convertible note payable		(2,550,000	)		-
Proceeds from promissory notes		1,036,880
Proceeds from note payable – related party		125,000
Proceeds from convertible note payable		550,000
Repayment of notes payable		-			(1,472,512	)
Proceeds from issuance of common stock in IPO		-			6,000,000
Payment for debt issuance costs		(166,978	)		-
Payment for deferred offering costs		-			(1,013,493	)
Net cash (used in)/provided by financing activities		(1,005,098	)		3,885,995
Effect of foreign currency exchange		-			-
NET CHANGE IN CASH		(1,341,277	)		2,114,561
Cash - Beginning of period		1,561,924			73,648
Cash - End of period	$	220,647		$	2,188,209
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash investing and financing activities:
Issuance of warrants (equity classified)	$	151,490		$	-
Issuance of commitment shares	$	667,500		$	-

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

7

TRIO PETROLEUM CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2024 AND 2023

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS

Company Organization

Trio Petroleum Corp. (“Trio Petroleum” or the “Company”) is an oil and gas exploration and development company headquartered in Bakersfield, California, with operations in Monterey County, California and Uintah County, Utah. The Company was incorporated on July 19, 2021, under the laws of Delaware to acquire, fund and develop oil exploration and production assets, initially in California, and has begun to generate revenues during the quarterly period ended April 30, 2024. The Company upon its formation acquired from Trio Petroleum LLC (“Trio LLC”) a majority working interest in the South Salinas Project (“SSP”) in Monterey County and engaged the services of certain members of Trio LLC to manage the Company’s assets. The Company has since acquired interests in the McCool Ranch Oil Field in Monterey County, and in the Asphalt Ridge Project in Uintah County, Utah. The Company has revenue-generating operations at the McCool Ranch Oil Field and at the South Salinas Project as of the date of this filing.

Acquisition of South Salinas Project

On September 14, 2021, the Company entered into a Purchase and Sale Agreement (“Trio LLC PSA”) with Trio LLC to acquire an 82.75% working interest in the large, approximately 9,300 acres South Salinas Project. The working interest included the purchased percentage of the South Salinas Project’s leases, wells and inventory in exchange for $300,000 cash, a non-interest-bearing note payable of $3,700,000 due to Trio LLC on December 17, 2021 (see Note 6 and Note 9) and 4,900,000 shares of the Company’s $0.0001 par value common stock (see Note 5 and Note 10). At the time of the acquisition, this share issuance constituted 45% of the total number of issued shares of the Company. The Company accounted for the purchase as an asset acquisition, as prescribed in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 – Business Combinations. The assets and associated asset retirement obligations (“ARO”) were recorded based on relative fair value at the estimated fair value of the consideration paid (see Note 5). In April 2023, the Company purchased an additional 3% working interest in the South Salinas Project; see Note 5 for further information. There are two contiguous areas of notable oil/gas accumulations in the South Salinas Project, being the Humpback Area that occurs in the northern part of the project, and the Presidents Area (“Presidents Oil Field”) that occurs in the southern part of the project. As of April 30, 2024 and October 31, 2023, there were no proved reserves attributable to the approximate 9,300 acres of the property. The HV-3A well at the South Salinas Project has been producing oil since it was returned to production on March 26, 2024, and it is producing oil and generating future revenue as of the date of this filing. The Company expects to receive the first revenue from oil produced from the HV-3A well in June or July, 2024.

Initial Public Offering

The Company’s Registration Statement (Amendment No. 9) on Form S-1/A was filed with the SEC on March 24, 2023; its Initial Public Offering was declared effective on April 17, 2023 and closed on April 20, 2023 (collectively, the “Offering” or “IPO”). The Company sold two million shares of its common stock for total gross proceeds of $6,000,000, which is described more fully in Note 4.

Additional Acquisitions - McCool Ranch Oil Field & Asphalt Ridge Leasehold

In October 2023, the Company entered into an agreement (“McCool Ranch Purchase Agreement”) with Trio LLC for purchase of a 21.918315% working interest in the McCool Ranch Oil Field located in Monterey County near the Company’s flagship South Salinas Project; the Company initially began refurbishment operations with respect to a water disposal well. After refurbishment was successfully accomplished, the Company restarted production operations on the assets (see Note 5 for further information). In November 2023, the Company entered into a leasehold acquisition and development option agreement (“ARLO Agreement”) with Heavy Sweet Oil, LLC (“HSO”), which gives the Company a 9-month option for the exclusive right to acquire up to a 20% interest in a 960-acre drilling and production program in the Asphalt Ridge leases for $2,000,000. In December 2023, the Company amended the agreement and funded $200,000 in exchange for an immediate 2% interest in the leases; such funds are to be used for the building of roads and related infrastructure in furtherance of the development of the leases (see Note 6 for further information).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

8

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Amounts presented in the balance sheet as of October 31, 2023 are derived from our audited financial statements as of that date. The unaudited condensed financial statements as of and for the three- and six-month periods ended April 30, 2024 and 2023 have been prepared in accordance with U.S. GAAP and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K/A filed with the SEC on June 13, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transaction and disclosure of contingent assets and liabilities at the date of the financial statements, and the revenue and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates required to be made by management include estimates of oil and natural gas reserves (when and if assigned) and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, accounts receivable, bad debt expense, ARO and the valuation of equity-based transactions. Accordingly, actual results could differ significantly from those estimates.

Revenue Recognition

ASU 2014-09, “Revenue from Contracts with Customers” (“Topic 606”) requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services; refer to Note 5 – Revenue from Contracts with Customers for additional information.

The Company’s revenue is comprised of revenue from exploration and production activities to produce oil. The Company’s oil is sold to one customer who is a marketer, and payment is received in the month following delivery.

The Company recognizes sales revenues from oil when control transfers to the customer at the time of delivery. Revenue is measured based on the contract price, which may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation or short load fees.

Revenues are recognized for the sale of the Company’s percentage of working interest, adjusted for any incoming and outstanding expenses and oil and gas assessments.

Debt Issuance Costs

Costs incurred in connection with the issuance of the Company’s debt have been recorded as a direct reduction against the debt and amortized over the life of the associated debt as a component of interest expense. As of April 30, 2024 and October 31, 2023, the Company recorded $166,978 and $350,320 in debt issuance costs, respectively.

9

Oil and Gas Assets and Exploration Costs – Successful Efforts

The Company’s projects are in exploration and/or early production stages and the Company began generating revuenue from its operations during the quarterly period ended April 30, 2024. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory, geological, and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs considering ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed.

Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers. The Company currently has one well that is producing and is evaluating the impact of production on the reserve determination for that well and field. As of April 30, 2024 and October 31, 2023, all of the Company’s oil and gas properties were classified as unproved properties and were not subject to depreciation, depletion and amortization.

Unproved oil and natural gas properties

Unproved oil and natural gas properties have unproved lease acquisition costs, which are capitalized until the lease expires or otherwise until the Company specifically identifies a lease that will revert to the lessor, at which time the Company charges the associated unproved lease acquisition costs to exploration costs.

Unproved oil and natural gas properties are not subject to amortization and are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. The Company currently has one well that is producing and is evaluating the impact of production on the reserve determination for that well and field. All of the Company’s natural gas properties were classified as unproved as of April 30, 2024 and October 31, 2023; see further discussion in Note 6.

Impairment of Other Long-lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. With regards to oil and gas properties, this assessment applies to proved properties.

Asset Retirement Obligations

ARO consists of future plugging and abandonment expenses on oil and natural gas properties. In connection with the South Salinas Project (“SSP”) acquisition described above, the Company acquired the plugging and abandonment liabilities associated with six non-producing wells. The fair value of the ARO was recorded as a liability in the period in which the wells were acquired with a corresponding increase in the carrying amount of oil and natural gas properties not subject to impairment. The Company plans to utilize the six wellbores acquired in the SSP acquisition in future exploration, production and/or disposal (i.e., disposal of produced water or CO2 by injection) activities. The liability is accreted for the change in its present value each period based on the expected dates that the wellbores will be required to be plugged and abandoned. The capitalized cost of ARO is included in oil and gas properties and is a component of oil and gas property costs for purposes of impairment and, if proved reserves are found, such capitalized costs will be depreciated using the units-of-production method. The asset and liability are adjusted for changes resulting from revisions to the timing or the amount of the original estimate when deemed necessary. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.

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Components of the changes in ARO are shown below:

ARO, ending balance – October 31, 2023	$	51,091
Accretion expense		1,389
ARO, ending balance – April 30, 2024		52,480
Less: ARO – current		2,778
ARO, net of current portion – April 30, 2024	$	49,702

Related Parties

Related parties are directly or indirectly related to the Company, through one or more intermediaries and are in control, controlled by, or under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. On September 14, 2021, the Company acquired an 82.75% working interest (which was subsequently increased to an 85.75% working interest as of April 2023) in the SSP from Trio LLC in exchange for cash, a note payable to Trio LLC and the issuance of 4.9 million shares of common stock. As of the date of the acquisition, Trio LLC owned 45% of the outstanding shares of the Company and was considered a related party. As of April 30, 2024 and October 31, 2023, Trio LLC owned less than 1% and 1%, respectively, of the outstanding shares of the Company.

Environmental Expenditures

The operations of the Company have been, and may in the future be, affected from time to time to varying degrees by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Recent Accounting Pronouncements

All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of April 30, 2024, the Company had $220,647 in its operating bank account and a working capital deficit of $1,213,963. To date, the Company has been funding operations through proceeds from the issuance of common stock, financing through certain investors, the consummation of its IPO in April 2023 (see Note 4), and convertible note financing under two tranches in October 2023 and December 2023, pursuant to which it raised total gross proceeds of $2,371,500. Additionally, the Company received funds in the amount of $125,000 from an unsecured promissory note from its CEO (see Note 9), as well as gross proceeds of $184,500 from a promissory note with an investor in March 2024 (see Note 9) and gross proceeds of $720,000 from convertible debt financing with two investors in April 2024 (see Note 9).

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The accompanying condensed financial statements have been prepared on the basis that the Company will continue as a going concern over the next twelve months from the date of issuance of these condensed financial statements, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of April 30, 2024, the Company has an accumulated deficit of $16,194,865 and has experienced losses from continuing operations. Based on the Company’s cash balance as of April 30, 2024 and projected cash needs for the twelve months following the issuance of these condensed financial statements, management estimates that it will need to generate sufficient sales revenue and/or raise additional capital to cover operating and capital requirements. Management will need to raise the additional funds by issuing additional shares of common stock or other equity securities or obtaining additional debt financing. Although management has been successful to date in raising necessary funding and obtaining financing through investors, there can be no assurance that any required future financing can be successfully completed on a timely basis, on terms acceptable to the Company, or at all. Based on these circumstances, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these condensed financial statements.

Accordingly, the accompanying condensed financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – INITIAL PUBLIC OFFERING

The Company’s Registration Statement (Amendment No. 9) on Form S-1/A was filed with the SEC on March 24, 2023; its Initial Public Offering was declared effective on April 17, 2023 and closed on April 20, 2023 (collectively, the “Offering” or “IPO”). The Company sold two million shares of common stock at a public offering price of $3.00 per share for gross proceeds of $6,000,000. After deducting the underwriting commissions, discounts and offering expenses payable by the Company, it received net proceeds of approximately $4,940,000. The Company’s common stock is listed on the NYSE American under the symbol TPET. The Company also issued warrants to purchase 100,000 shares of common stock to the underwriters at an exercise price of $3.30 per share (110% of public offering price), the cost of which was offset to additional paid-in capital upon IPO.

NOTE 5 – REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue from Contracts with Customers

The following table disaggregates revenue by significant product type for the three- and six-month periods ended April 30, 2024 and 2023:

	Three Months Ended April 30, 2024		Three Months Ended April 30, 2023		Six Months Ended April 30, 2024		Six Months Ended April 30, 2023
Oil sales	$	73,915	$	-	$	73,915	$	-
Total revenue from customers	$	73,915	$	-	$	73,915	$	-

There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of April 30, 2024 or 2023.

Significant concentrations of credit risk

For the three and six months ended April 30, 2024, the Company has only one purchaser, which accounts for 10% or more of the Company’s total oil and natural gas revenue for these periods.

NOTE 6 – OIL AND NATURAL GAS PROPERTIES

The following tables summarize the Company’s oil and gas activities.

	As of		As of
	April 30, 2024		October 31, 2023
Oil and gas properties – not subject to amortization	$	11,008,673	$	9,947,742
Accumulated impairment		—		—
Oil and gas properties – not subject to amortization, net	$	11,008,673	$	9,947,742

During the three and six months ended April 30, 2024, the Company incurred aggregated exploration costs of $40,223 and $124,817, respectively; these expenses were exploratory, geological and geophysical costs and were expensed on the statement of operations during the applicable periods. For capitalized costs, the Company incurred approximately $1.2 million for the six months ended April 30, 2024, of which approximately $0.6 million was related to drilling exploratory wells and approximately $0.6 million was related to acquisition costs, both of which were capitalized and reflected in the balance of the oil and gas property as of April 30, 2024.

During the three and six months ended April 30, 2023, the Company incurred aggregated exploration costs of $25,415 and $25,415, respectively; these expenses were exploratory, geological and geophysical costs and were expensed on the statement of operations during the applicable periods. For capitalized costs, the Company incurred approximately $1.5 million for the six months ended April 30, 2023, of which approximately $1.3 million was related to drilling exploratory wells and approximately $0.2 million was related to acquisition costs, both of which were capitalized and reflected in the balance of the oil and gas property as of April 30, 2023.

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Leases

South Salinas Project

As of April 30, 2024, the Company holds interests in various leases related to the unproved properties of the South Salinas Project (see Note 8); two of the leases are held with the same lessor. The first lease, which covers 8,417 acres, was amended on May 27, 2022 to provide for an extension of then-current force majeure status for an additional, uncontested twelve months, during which the Company would be released from having to evidence to the lessor the existence of force majeure conditions. As consideration for the granting of the lease extension, the Company paid the lessor a one-time, non-refundable payment of $252,512; this amount was capitalized and reflected in the balance of the oil and gas property as of October 31, 2022. The extension period commenced on June 19, 2022 and currently, the “force majeure” status has been extinguished by the drilling of the HV-1 well. The ongoing operations and oil production at the HV-3A well maintains the validity of the lease.

The second lease covers 160 acres of the South Salinas Project; it is currently held by delay rental and is renewed every three years. Until drilling commences, the Company is required to make delay rental payments of $30/acre per year. The Company is currently in compliance with this requirement and has paid in advance the delay rental payment for the period from October 2023 through October 2024.

During February and March of 2023, the Company entered into additional leases related to the unproved properties of the South Salinas Project with two groups of lessors. The first group of leases covers 360 acres and has a term of 20 years; the Company is required to make rental payments of $25/acre per year. The Company is currently in compliance with this requirement and has paid in advance the rental payment for the period February 2024 through February 2025. The second group of leases covers 307.75 acres and has a term of 20 years; the Company is required to make rental payments of $30/acre per year. The Company is currently in compliance with this requirement and has paid in advance the rental payment for the period from March 2024 through March 2025.

McCool Ranch Oil Field

In October 2023, the Company entered into the McCool Ranch Purchase Agreement with Trio LLC for purchase of a 21.918315% working interest in the McCool Ranch Oil Field located in Monterey County near the Company’s flagship South Salinas Project; the Company initially recorded a payment of $100,000 upon execution of the McCool Ranch Purchase Agreement, at which time Trio LLC began refurbishment operations with respect to the San Ardo WD-1 water disposal well (the “WD-1”) to determine if it was capable of reasonably serving the produced water needs for the assets. With refurbishment successfully accomplished, the Company is obligated to pay an additional $400,000 per the McCool Ranch Purchase Agreement; it has paid approximately $215,000 to date for restarting production operations on the assets and has recorded a liability of $185,000 for the remainder as of the end of the period. These additional costs are capitalized costs and are reflected in the balance of the oil and gas property as of April 30, 2024.

Optioned Assets – Old Man Prospect

In October 2023, the Company and Lantos Energy entered into an option agreement, whereby the Company has the option to pay two initial payments of $12,500 each and a final subsequent payment of $175,000, for a total of $200,000 within 120 days of the effective date for exclusive rights to the option to purchase 80% of the 100% Before Project Payout Working Interest (“BPPWI”) in Lantos’ oil and gas leasehold interests in Solano County, California (referred to as the Old Man Prospect). As of January 31, 2024, the Company has paid approximately $25,000 towards the purchase of this option. Due to technical risks identified during due diligence and due to other considerations, the Company did not make the final $175,000 payment and as a result the 120-day option period has expired.

Optioned Assets – Asphalt Ridge Leasehold Acquisition & Development Option Agreement

On November 10, 2023, the Company entered into the ARLO Agreement with HSO for a term of nine months which gives the Company the exclusive right to acquire up to a 20% interest in a 960 acre drilling and production program in the Asphalt Ridge leases for $2,000,000, which may be invested in tranches by the Company, with an initial tranche closing for an amount no less than $500,000 and paid within seven days subsequent to HSO providing certain required items to the Company.

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On December 29, 2023, the Company entered into an amendment to the ARLO Agreement, whereby the Company funded $200,000 of the $500,000 payable by the Company to HSO at the Initial Closing, in advance of HSO satisfying certain required items for a 2% interest in the leases; such funds are to be used by HSO solely for the building of roads and related infrastructure in furtherance of the development of the leases. As of April 30, 2024, the Company has paid a total of $225,000 to HSO in costs related to infrastructure and has obtained a 2.25% interest in the leases; such costs are capitalized costs and are reflected in the balance of the oil and gas property as of April 30, 2024.

NOTE 7 – RELATED PARTY TRANSACTIONS

South Salinas Project – Related Party

The Company upon its formation acquired from Trio LLC a majority working interest in the South Salinas Project and engaged the services of certain members of Trio LLC to manage the Company’s assets (see Note 1 and Note 6). Trio LLC operates the South Salinas Project on behalf of the Company, and as operator, conducts and has full control of the operations within the constraints of the Joint Operating Agreement, and acts in the capacity of an independent contractor. Trio LLC currently holds a 3.8% working interest in the South Salinas Project and the Company holds an 85.75% working interest. The Company provides funds to Trio LLC to develop and operate the assets in the South Salinas Project; such funds are classified in the short-term asset/liability section of the balance sheet as Advance to Operators/Due to Operators, respectively. As of April 30, 2024 and October 31, 2023, the balance of the Due to Operators account is $63,878 and $21,651, respectively.

McCool Ranch Oil Field Asset Purchase – Related Party

On October 16, 2023, the Company entered into the McCool Ranch Purchase Agreement with Trio LLC for purchase of a 21.918315% working interest in the McCool Ranch Oil Field located in Monterey County near the Company’s flagship South Salinas Project (see Note 6); the Assets are situated in what is known as the “Hangman Hollow Area” of the McCool Ranch Oil Field. The Company initially recorded a payment of $100,000 upon execution of the McCool Ranch Purchase Agreement, at which time Trio LLC began refurbishment operations with respect to the San Ardo WD-1 to determine if it was capable of reasonably serving the produced water needs for the assets. With refurbishment successfully accomplished, the Company is obligated to pay an additional $400,000 per the McCool Ranch Purchase Agreement; it has paid approximately $215,000 during the quarter for restarting production operations on the assets and has recorded a liability of $185,000 to Trio LLC as a note payable – related parties on the balance sheet as of April 30, 2024.

Restricted Stock Units (“RSUs”) issued to Directors

On September 2, 2023, the Company issued an aggregate 425,000 shares of its $0.0001 par common stock to four outside directors with a fair value of $0.64 per share for a grant date value of $273,275. The shares, or RSUs, vest in full upon the six-month anniversary of the vesting commencement date (or August 28,2023), subject to the directors’ continued service on the vesting date. For the three and six months ended April 30, 2024, the Company recognized stock-based compensation in the amount of $41,364 and $177,259, respectively, within stock-based compensation expenses on the income statement, with no unrecognized expense as of the period ended April 30, 2024.

Restricted Shares issued to Executives and Employees

In February 2022, the Company entered into employee agreements with Frank Ingriselli (former Chief Executive Officer) and Greg Overholtzer (Chief Financial Officer or “CFO”) which, among other things, provided for the grant of restricted shares in the amounts of 1,000,000 and 100,000, respectively, pursuant to the 2022 Equity Incentive Plan (“the Plan”). Per the terms of the employee agreements, subject to continued employment, the restricted shares vest over a two-year period, under which 25% will vest upon the earlier of three months after the IPO or six months after the grant date. After this date, the remainder vest in equal tranches every six months until fully vested. As the Plan was not adopted until October 17, 2022, these shares will be recorded as of that date at a fair value of $0.294 per share; such value was calculated via a third-party valuation performed using income and market methods, as well as a discounted cash flow method, with the terminal value using a market multiples method, adjusted for a lack of marketability. As of October 31, 2022, the Company recorded 1,100,000 restricted shares at a fair value of $323,400, and for the three and six months ended April 30, 2024, the Company recognized stock-based compensation of $39,428 and $80,185, respectively, within stock-based compensation expenses on the income statement, with unrecognized expense of $75,312 as of April 30, 2024. For the three and six months ended April 30, 2023, the Company recognized stock-based compensation of $39,428 and $80,185, respectively, within stock-based compensation expenses on the income statement.

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In May 2023, the Company entered into six employee agreements which, among other things, provided for the grant of an aggregate of 700,000 restricted shares pursuant to the Plan. Per the terms of the employee agreements, subject to continued employment, the restricted shares vest as follows: 25% of the shares vested five months after the issuance date, after which the remainder vest in equal tranches every six months until fully vested. The shares were recorded on the date of issuance at a fair value of $2.15 per share for an aggregate fair value of $1,505,000, and for the three and six months ended April 30, 2024, the Company recognized stock-based compensation of $183,654 and $373,499, respectively, within stock-based compensation expenses on the income statement, with unrecognized expense of $691,282 as of the period ended April 30, 2024.

On October 16, 2023, the Company and Michael L. Peterson entered into an employment agreement (the “Peterson Employment Agreement”), effective as of October 23, 2023, pursuant to which Mr. Peterson will serve as Chief Executive Officer of the Company, replacing Mr. Ingriselli. Pursuant to the Peterson Employment Agreement, Mr. Peterson will be paid an annual base salary of $350,000. In addition, Mr. Peterson is entitled to receive, subject to his continuing employment with the Company on the applicable date of the bonus payout, an annual target discretionary bonus of up to 100% of his annual base salary, payable at the discretion of the Compensation Committee of the Board based upon the Company’s and Mr. Peterson’s achievement of objectives and milestones to be determined on an annual basis by the Board.

Pursuant to the Peterson Employment Agreement, the Company issued Mr. Peterson a grant of 1,000,000 shares of restricted stock pursuant to the Company’s Omnibus Incentive Compensation Plan (the “Plan”) at a fair value of $0.27 per share for a grant date fair value of $271,000. The restricted stock grant vests over a period of two years, with 25% of the shares of restricted stock vesting six months after the Peterson Employment Agreement Effective Date, and the remainder vesting in equal tranches on each of the 12-, 18-, and 24-month anniversary dates of the Peterson Employment Agreement. On March 26, 2024, the Company borrowed $125,000 from Mr. Peterson (the “Peterson Loan”), in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the principal amount of $125,000 (the “Peterson Note”). As additional consideration for the Peterson Loan, the Company accelerated the vesting of 1,000,000 shares of restricted stock awarded to Mr. Peterson under the Company’s 2022 Equity Incentive Plan. For the three and six months ended April 30, 2024, the Company recognized stock-based compensation of $233,505 and $267,659, respectively, within stock-based compensation expenses on the income statement, with no unrecognized expense as of the period ended April 30, 2024.

Note Payable – Related Party

On March 26, 2024, the Company borrowed $125,000 from its Chief Executive Officer, Michael L. Peterson, in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the principal amount of $125,000. The Note is payable on or before September 26, 2024 (the “Peterson Note Maturity Date”), upon which date the principal balance and interest accruable at a rate of 10% per annum is due and payable to Mr. Peterson by the Company. The Company may prepay the Peterson Note at any time prior to the Peterson Note Maturity Date, in whole or in part, without premium or penalty. The Company is also required to prepay the Peterson Note, in full, prior to the Peterson Note Maturity Date from the proceeds of any equity or debt financing received by the Company of at least $1,000,000. As additional consideration for the Peterson Loan, the Company accelerated the vesting of 1,000,000 shares of restricted stock awarded to Mr. Peterson under the Company’s 2022 Equity Incentive Plan. The Peterson Note also provides for acceleration of payment of the outstanding principal balance and all accrued and unpaid interest in the case of an Event of Default (as such term is defined in the Peterson Note), where there is either a payment default or a bankruptcy event.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company is subject to various claims that arise in the ordinary course of business. Management believes that any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations, or cash flows of the Company.

Unproved Property Leases

The Company holds interests in various leases related to the unproved properties of the South Salinas Project (see Note 6); two of the leases are held with the same lessor. The first lease, which covers 8,417 acres, was amended on May 27, 2022 to provide for an extension of then-current force majeure status for an additional, uncontested twelve months, during which the Company would be released from having to evidence to the lessor the existence of force majeure conditions. As consideration for the granting of the lease extension, the Company paid the lessor a one-time, non-refundable payment of $252,512; this amount was capitalized and reflected in the balance of the oil and gas property as of October 31, 2022. The extension period commenced on June 19, 2022 and currently, the “force majeure” status has been extinguished by the drilling of the HV-1 well. The ongoing operations and oil production at the HV-3A well maintains the validity of the lease.

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The second lease covers 160 acres of the South Salinas Project; it is currently held by delay rental and is renewed every three years. Until drilling commences, the Company is required to make delay rental payments of $30/acre per year. The Company is currently in compliance with this requirement and has paid in advance the delay rental payment for the period from October 2023 through October 2024.

The Company holds interests in various leases related to the unproved properties of the McCool Ranch Oil Field. These leases occur in two parcels, “Parcel 1” and “Parcel 2”. Parcel 1 comprises ten leases and approximately 480 acres, which are held by delay rental payments that are paid-up and current. Parcel 2 comprises one lease and approximately 320 acres, which is held by production. The total leasehold comprises approximately 800 gross and net acres.

During February and March of 2023, the Company entered into additional leases related to the unproved properties of the South Salinas Project with two groups of lessors. The first group of leases covers 360 acres and has a term of 20 years; the Company is required to make rental payments of $25/acre per year. The Company is currently in compliance with this requirement and has paid in advance the rental payment for the period February 2024 through February 2025. The second group of leases covers 307.75 acres and has a term of 20 years; the Company is required to make rental payments of $30/acre per year. The Company is currently in compliance with this requirement and has paid in advance the rental payment for the period from March 2024 through March 2025.

On November 10, 2023, the Company entered into the ARLO Agreement with HSO for a term of nine months which allows the Company the exclusive right to acquire up to a 20% interest in a 960 acre drilling and production program in the Asphalt Ridge leases for $2,000,000, which may be invested in tranches by the Company, with an initial tranche closing for an amount no less than $500,000 and paid within seven days subsequent to HSO providing certain required items to the Company.

On December 29, 2023, the Company entered into an amendment to the ARLO Agreement, whereby the Company funded $200,000 of the $500,000 payable by the Company to HSO at the Initial Closing, in advance of HSO satisfying certain required items for a 2% interest in the leases; such funds are to be used by HSO solely for the building of roads and related infrastructure in furtherance of the development of the leases. As of April 30, 2024, the Company has paid a total of $225,000 to HSO in costs related to infrastructure and has obtained a 2.25% interest in the leases; such costs are capitalized costs and are reflected in the balance of the oil and gas property as of April 30, 2024.

Board of Directors Compensation

On July 11, 2022, the Company’s Board of Directors approved compensation for each of the non-employee directors of the Company, which would be effective upon the consummation of the IPO. Such compensation is structured as follows: an annual retainer of $50,000 cash plus an additional $10,000 for each Board committee upon which the Director serves, each paid quarterly in arrears. Payment for this approved compensation commenced upon successful completion of the Company’s IPO in April 2023; for the three and six months ended April 30, 2024, the Company has recognized $54,000 and $110,685, respectively, in directors’ fees.

Agreements with Advisors

On October 4, 2023 and December 29, 2023, the Company entered into placement agent agreements with Spartan Capital Securities, LLC (“Spartan”), whereby Spartan will serve as the exclusive placement agent in connection with the closing of private placements. The agreements provide the agent with i) a cash fee 7.5% of the aggregate proceeds raised in the sale and ii) warrants to purchase a number of common shares equal to 5% of the number of common shares initially issuable upon conversion of each note tranche; warrants to purchase 83,333 and 55,000 common shares with exercise prices of $1.32 and $0.55 for the first and second tranches, respectively, were issued to Spartan as of January 31, 2024. Such warrants may be exercised beginning 6 months after issuance until four- and one-half years thereafter.

Compliance with NYSE American

On February 26, 2024, the Company received written notice from the NYSE American LLC (“NYSE American”) indicating that the Company is not in compliance with the continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide (“Section 1003(f)(v)”) because the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) have been selling for a substantial period of time at a low price per share. The Notice has no immediate effect on the listing or trading of the Company’s Common Stock and the Common Stock will continue to trade on the NYSE American under the symbol “TPET” with the designation of “. BC” to indicate that the Company is not in compliance with the NYSE American’s continued listing standards. Additionally, the Notice does not result in the immediate delisting of the Company’s Common Stock from the NYSE American.

Pursuant to Section 1003(f)(v), the NYSE American staff (the “Staff”) determined that the Company’s continued listing is predicated on effecting a reverse stock split of its Common Stock or demonstrating sustained price improvement within a reasonable period of time, which the Staff determined to be no later than August 26, 2024.

On May 1, 2024, the NYSE American notified the Company that it had regained compliance with the NYSE American listing requirements with respect to Section 1003(f)(v) of the NYSE American Company Guide due to its shares of common stock demonstrating sustained price improvement.

NOTE 9 – NOTES PAYABLE

Notes payable as of April 30, 2024 and October 31, 2023 consisted of the following:

	As of		As of
	April 30, 2024		October 31, 2023
Convertible note, net of discounts	$	-	$	1,217,597
Promissory notes, net of discounts		238,386		-
Notes payable – related parties		310,066		-
Total Notes payable	$	548,452	$	1,217,597

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Convertible note – investors (October 2023 SPA)

On October 4, 2023, the Company entered into a securities purchase agreement (the “October 2023 SPA”) with an investor; the October 2023 SPA provides for loans in an aggregate principal amount of up to $3.5 million under two tranches, with first and second tranche fund amounts of $2.0 million and $1.5 million, respectively.

In consideration for the investor’s funding of the first tranche, the Company issued i) a senior secured convertible promissory note in the aggregate principal amount of $2,000,000 (the “Note”) and ii) a warrant to purchase up to 866,702 shares of Common Stock at an initial exercise price of $1.20 per share of Common Stock, subject to certain adjustments (the “Common Warrant”). The Note was initially convertible into shares of Common Stock at conversion price of $1.20, subject to certain adjustments (the “Conversion Price”), provided that the Conversion Price shall not be reduced below $0.35 (the “Floor Price”). The Note did not bear any interest and matured on April 4, 2025.

Upon the initial funding on October 4, 2023, the Company recorded gross proceeds of approximately $2.0 million, a 7% original issue discount of $140,000 and debt issuance costs of $350,320, for net proceeds of approximately $1.5 million. The Company also issued a warrant to purchase up to 866,702 shares of common stock with an aggregate relative fair value of $332,630; the factors used to determine fair value were a share price of $0.55, an exercise price of $1.20, an expected term of 5 years, annualized volatility of 137.10%, a dividend rate of zero percent and a discount rate of 4.72%.

On December 18, 2023, December 29, 2023 and January 12, 2024, the Company made principal payments towards the first tranche in the amounts of $125,000, $125,000, and $125,000, respectively, which it converted into shares at 103% for conversion amounts of $128,750, $128,750 and $128,750, respectively. Conversion shares were issued numbering 367,858, 367,858 and 367,858, respectively, at fair values per share of $0.34, $0.31 and $0.29, respectively, for total amounts of $125,072, $114,036 and $105,575, with cash payments of $36,698, $35,837 and $49,935 made to the investor for the difference between the monthly conversion price and the floor price listed in the most recent amendment to the agreement. Additionally, losses in the amounts of $36,770, $24,873 and $30,510, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts.

On December 29, 2023, the Company entered into an amendment to the Second Tranche Note of the October 2023 SPA, which reduced the conversion price of note and exercise price of warrant from $1.20 to $0.50; the Company accounted for the amendment as a warrant modification, whereby the effect of the modification is measured as the difference in its relative fair value immediately before the modification and after the modification, and any increase to the relative fair value is recognized as an equity issuance cost.

To assess for the change in relative fair value, the Company performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants under their original terms as of the modification date using the following assumptions: a share price of $0.31, an exercise price of $1.20, an expected term of 5.0 years, volatility of 137.1%, a dividend rate of 0% and a discount rate of 3.84%. The Company then performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants with their new modified terms as of the modification date using the following assumptions: a share price of $0.31, an exercise price of $0.50, an expected term of 5.0 years, volatility of 137.1%, a dividend rate of 0% and a discount rate of 3.84%. The aggregate difference of approximately $0.1 million between the two calculated amounts was recorded as an equity issuance cost within equity during the period to account for the change in relative fair value.

On January 2, 2024, the second tranche of the October 2023 SPA was funded, and the Company recorded gross proceeds of approximately $550,000, a 7% original issue discount of $38,500 and debt issuance costs of $90,978, for net proceeds of approximately $421,000. The Company also issued warrants to purchase up to 445,564 shares of common stock with an aggregate relative fair value of $98,708; the factors used to determine fair value were a share price of $0.32, an exercise price of $0.50, an expected term of 5 years, annualized volatility of 137.10%, a dividend rate of zero percent and a discount rate of 3.93%.

On February 1, 2024, February 16, 2024, March 22, 2024 and April 2, 2024, the Company made principal payments towards the first tranche in the amounts of $625,000, $125,000, $125,000, and $750,000, respectively, which it converted into shares at 103% for conversion amounts of $643,750, $128,750, $128,750 and $772,500, respectively. Conversion shares were issued numbering 1,839,286, 858,333, 858,333 and 5,149,997, respectively, at fair values per share of $0.24, $0.13, $0.10 and $0.17, respectively, for total amounts of $441,428, $113,300, $84,117 and $881,165, with a cash payment of $32,247 made to the investor for the difference between the monthly conversion price and the floor price listed in the most recent amendment to the agreement for the February 16, 2024 conversion. Additional shares of 2,395,911 and 351,507, respectively, were issued on February 1, 2024 and April 15, 2024, respectively, at fair values of $0.24 and $0.63, respectively, for total amounts of $574,779 and $221,449, respectively; these share issuances were made in lieu of additional cash payments related to the February 1, 2024 and March 22, 2024 principal payment conversions. Additionally, losses in the amounts of $391,447, $20,547, $180,566 and $131,165, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts.

On February 2, 2024 and February 5, 2024, the Company made principal payments towards the second tranche in the amounts of $275,000 and $275,000, respectively, which it converted into shares at 103% for conversion amounts of $283,250 and $283,250, respectively. Conversion shares were issued numbering 1,888,333 and 1,888,334, respectively, at fair values per share of $0.17 and $0.18, respectively, for total amounts of $323,094 and $339,334, respectively. Additionally, losses in the amounts of $48,094 and $64,334, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts.

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On February 5, 2024, the Company entered into the first amendment to the First Tranche Note of the October 2023 SPA; such amendment provides for i) a reduction of the floor price of the conversion price from $0.35 to $0.15, ii) the issuance of additional 2,395,611 shares of common stock (as noted above) to the investor in lieu of the Company’s obligation to pay cash installments under the First Tranche Note, and iii) a new obligation of the Company to request acceleration of monthly payments in installments of $250,000 as soon as possible to repay the remaining $1,000,000 principal balance of the First Tranche Note, with the investor converting and selling shares subject to a) the beneficial ownership limitation of 4.99% and b) market prices of the Company’s common stock being at or above the floor price of $0.15.

As of April 30, 2024 and October 31, 2023, the balance of the convertible note, net of discounts, was $0 and $1,217,597, respectively, with non-cash interest expense related to discounts recognized in the amounts of $1,063,372 and $40,547, respectively.

March 2024 Debt Financing

The Company executed a Securities Purchase Agreement, dated March 27, 2024 (the “SPA”) with an institutional investor (the “March 2024 Investor”), which March 2024 Investor signed and funded on April 5, 2024, and pursuant to which the Company raised gross proceeds of $184,500 and received net proceeds of $164,500, after payment of offering expenses (the “March 2024 Debt Financing”). The SPA contains certain representations and warranties by the March 2024 Investor and the Company and customary closing conditions.

In connection with the March 2024 Debt Financing, the Company issued an unsecured promissory note to the March 2024 Investor, dated March 27, 2024, in the principal amount of $211,500, having an original issue discount of $27,000 or approximately 13% (the “March 2024 Investor Note”). Interest accrues on the March 2024 Investor Note at a rate of 12% per annum and the maturity date of the March 2024 Investor Note is January 30, 2025 (the “March 2024 Investor Note Maturity Date”). The March 2024 Investor Note provides for five payments of principal and accrued interest which are payable: (i) $118,440 on September 30, 2024; (ii) $29,610 on October 30, 2024; (iii) $29,610 on November 30, 2024; (iv) $29,610 on December 30, 2024; and (v) $29,610 on January 30, 2025. The Company may prepay the March 2024 Investor Note, in full and not in part, any time during the 180 day period after the issuance date of the Investor Note at a 3% discount to the outstanding amount of principal and interest due and payable; provided, that in the event of a prepayment, the Company will still be required to pay the full amount of interest that would have been payable through the term of the March 2024 Investor Note, in the amount of $25,380. The Investor Note contains provisions constituting an Event of Default (as such term is defined in the March 2024 Investor Note) and, upon an Event of Default, the March 2024 Investor Note will be accelerated and become due and payable in an amount equal to 150% of all amounts due and payable under the March 2024 Investor Note with interest at a default rate of 22% per annum. In addition, upon an Event of Default, the March 2024 Investor has the right to convert all or any outstanding amount of the March Investor Note into shares of the Company’s common stock at a conversion price equal to the greater of (i) 75% of the Market Price (as such term is defined in the March 2024 Investor Note) or (ii) the conversion floor price, which is $0.07117 (the “Floor Price”); provided, however, that the Floor Price shall not apply after October 5, 2024, and thereafter, the conversion price will be 75% of the Market Price. Issuance of shares of common stock to the March 2024 Investor is subject to certain beneficial ownership limitations and not more than 19.99% of the shares of common stock outstanding on March 29, 2024 may be issued upon conversion of the March 2024 Investor Note. The conversion price is also subject to certain adjustments or other terms in the event of (i) mergers, consolidations or recapitalization events or (ii) certain distributions made to holders of shares of common stock.

As of April 30, 2024 and October 31, 2023, the balance of the promissory note, net of discounts, was $172,468 and $0, respectively, with non-cash interest expense related to discounts recognized in the amounts of $7,964 for the three- and six-month periods ended April 30, 2024.

Note Payable – Related Party

On March 26, 2024, the Company borrowed $125,000 from its Chief Executive Officer, Michael L. Peterson, in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the principal amount of $125,000. The Note is payable on or before September 26, 2024, upon which date the principal balance and interest accruable at a rate of 10% per annum is due and payable to Mr. Peterson by the Company. The Company may prepay the Peterson Note at any time prior to the Peterson Note Maturity Date, in whole or in part, without premium or penalty. The Company is also required to prepay the Peterson Note, in full, prior to the Peterson Note Maturity Date from the proceeds of any equity or debt financing received by the Company of at least $1,000,000. As additional consideration for the Peterson Loan, the Company accelerated the vesting of 1,000,000 shares of restricted stock awarded to Mr. Peterson under the Company’s 2022 Equity Incentive Plan. The Peterson Note also provides for acceleration of payment of the outstanding principal balance and all accrued and unpaid interest in the case of an Event of Default (as such term is defined in the Peterson Note), where there is either a payment default or a bankruptcy event. As of April 30, 2024 and October 31, 2023, the Company has accrued interest on the loan in the amounts of $1,233 and $0, respectively.

April 2024 Debt Financings

On April 24, 2024, the Company entered into an Amended and Restated Securities Purchase Agreement (the “A&R SPA”), pursuant to which two institutional investors (the “April 2024 Investors”) provided an aggregate of $720,000 in financing on April 17, 2024 and April 24, 2024 (the “April 2024 Financings’) resulting in net proceeds to the Company, after offering expenses, of $664,000. The Company also issued to the April 2024 Investors an aggregate of 1,500,000 shares of common stock, as and for a commitment fee in connection with the April 2024 Financings (the “Commitment Shares”). The commitment shares were issued separately in two amounts of 750,000 common shares at fair values of $0.49 per share and $0.40 per share for values totaling $366,000 and $301,500, respectively; such amounts are debt issuance costs and were recorded as debt discounts to be amortized over the life of the agreement. As of April 30, 2024, the Company amortized $56,828 as noncash interest expense related to the commitment shares.

Pursuant to the provisions of the A&R SPA, the Company granted “piggy-back registration rights” to the April 2024 Investors for the registration for resale of the Commitment Shares and the Conversion Shares (defined hereafter). Additionally, until 18 months after the later of (i) August 16, 2024 or the full repayment of the April 2024 Investors Notes (defined hereafter), the Company provided the April 2024 Investors with the right to jointly participate in future financings in an amount up to 100% of any debt financing and up to 45% of any other type of financing. Further, the Company is prohibited from entering into any variable rate transactions for as long as the April 2024 Investors hold any of the Commitment Shares; provided, however, that the Company is permitted to enter into At-the-Market offerings with a nationally recognized broker-dealer. The Company has also agreed to use commercially reasonable efforts to consummate a reverse stock split of its shares of common stock, in the event that it is required in order to maintain the listing of its common stock on the NYSE American.

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In connection with the April 2024 Financings, the Company issued Senior Secured Convertible Promissory Notes to the April 2024 Investors in the aggregate principal amount of $800,000 (the “April 2024 Investors Notes”), having an aggregate original issue discount of $80,000, or 10% of the aggregate principal amount of the April Notes. There is no interest payable on the outstanding balance of the April 2024 Investors Notes, unless an Event of Default has occurred, in which case interest will accrue on the outstanding balance of the April 2024 Investors Notes at a rate of 15% per annum until cured (the “Default Interest”). The Company may prepay all or any portion of the April 2024 Investors Notes at any time, provided that it also makes an equal prepayment, with respect to each of the April 2024 Investors Notes, and must prepay both of the April 2024 Investors Notes in full from the proceeds of any debt or equity financing of the Company generating, in a single transaction or a series of related transactions, gross proceeds of not less than $1,000,000, during any time that either of the April 2024 Investors Notes remain outstanding. In May 2024, the April 2024 Investors have provided limited waivers to the Company, which waivers require the Company to only pay 50% of the outstanding balance of the April 2024 Investors Notes upon any equity or debt financing generating less than $5,000,000 in gross proceeds if such financing takes place before June 30, 2024. The maturity date of both April 2024 Investors Notes is August 16, 2024. The Company also incurred debt issuance costs of $56,000 in connection with the issuance of the April 2024 Investor Notes; the values of such costs and the original issue discount noted above (which total $136,000) are recorded as debt discounts and amortized as the life of the April 2024 Investors Notes; as of April 30, 2024, the balance of April 2024 Investor Notes, net of discounts, was $65,918 and the Company amortized $12,590 as noncash interest expense related to these debt discounts.

The April 2024 Investors Notes are convertible into shares common stock of the Company (the “Conversion Shares”) at a per share conversion price of $0.25, subject to certain adjustments. The April 2024 Investors Notes also contain certain beneficial ownership limitations prohibiting the April 2024 Investors from converting the April 2024 Investors Notes, if any such conversion would result in an April 2024 Investor’s ownership of shares in excess of the applicable beneficial ownership limitation. The April 2024 Investors Notes also contain customary provisions constituting an Event of Default (as such term is defined in the April 2024 Investors Notes) and, in addition to the requirement to pay Default Interest upon an Event of Default, after an Event of Default has existed for at least 15 days without being cured, the April 2024 Investors Notes may be accelerated by the April 2024 Investors, in which case they will become immediately due and payable.

The Company also granted to the April 2024 Investors a senior security interest in and to all of the Company’s assets and non-real estate properties, subject to certain exceptions, securing repayment of the April 2024 Investors Notes as set forth in an Amended and Restated Security Agreement, dated April 24, 2024, between the Company and the April 2024 Investors (the “A&R Security Agreement”).

NOTE 10 – STOCKHOLDERS’ EQUITY

Common Shares

On November 11, 2023, the Company entered into an agreement with a vendor to provide marketing and distribution services for a period of six months, with compensation in the form of 200,000 shares. The Company issued the vendor 200,000 common shares at a fair market value price of $0.48 per share for a total amount of $95,200; one half of this amount was recognized as marketing fees in the previous quarter and the other half was recognized in the current quarter.

On December 18, 2023, December 29, 2023 and January 12, 2024, the Company issued conversion shares which numbered 367,858, 367,858 and 367,858, respectively, at fair values per share of $0.34, $0.31 and $0.29, respectively, for total amounts of $125,072, $114,036 and $105,575, with cash payments of $36,698, $35,837 and $49,935 made to the investor for the difference between the monthly conversion price and the floor price listed in the most recent amendment to the agreement (see Note 9). Additionally, losses in the amounts of $36,770, $24,873 and $30,510, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts.

On February 1, 2024, February 16, 2024, March 22, 2024 and April 2, 2024, the Company issued conversion shares numbering 1,839,286, 858,333, 858,333 and 5,149,997, respectively, at fair values per share of $0.24, $0.13, $0.10 and $0.17, respectively, for total amounts of $441,428, $113,300, $84,117 and $881,165, with a cash payment of $32,247 made to the investor for the difference between the monthly conversion price and the floor price listed in the most recent amendment to the agreement for the February 16, 2024 conversion (see Note 9). Additional shares of 2,395,511 and 351,507, respectively, were issued on February 1, 2024 and April 15, 2024, respectively, at fair values of $0.24 and $0.63, respectively, for total amounts of $574,779 and $221,449, respectively; these share issuances were made in lieu of additional cash payments related to the February 1, 2024 and March 22, 2024 principal payment conversions. Additionally, losses in the amounts of $391,447, $20,547, $180,566 and $131,165, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts.

On February 2, 2024 and February 5, 2024, the Company made principal payments towards the second tranche in the amounts of $275,000 and $275,000, respectively, which it converted into shares at 103% for conversion amounts of $283,250 and $283,250, respectively. Conversion shares were issued numbering 1,888,333 and 1,888,334, respectively, at fair values per share of $0.17 and $0.18, respectively, for total amounts of $323,094 and $339,334, respectively. Additionally, losses in the amounts of $48,094 and $64,334, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts.

On March 20, 2024, the Company issued 100,000 shares of common stock to a consultant as a settlement for non-performed marketing services per an agreement dated November 2021; such shares were issued at a fair value of $0.11 per share for a total value of $10,500.

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On March 26, 2024, the Company entered into an agreement with consultants to provide marketing services; the agreement has an effective date of April 26, 2024 and a term from April 1, 2024 through June 30, 2024. The terms provide for a one-time cash payment of $100,000 or, in lieu of a cash payment, the Company may elect to complete a one-time equity issuance in the form of 1,000,000 shares of common stock, as well as monthly cash payments of $10,000 to be paid in April, May and June 2024. The Company issued one million shares of common stock at a fair value of $0.37 per share for a total amount of $368,000.

On April 16, 2024 and April 24, 2024, the Company issued 750,000 shares of common stock and 750,000 shares of common stock respectively, to the April 2024 Investors as and for a commitment fee in connection with the April 2024 Financings. The commitment shares were issued at fair values of $0.49 per share and $0.40 per share, respectively, for values totaling $366,000 and $301,500, respectively.

On April 29, 2024, the Company entered an agreement with consultants to provide marketing services; the agreement has a term from April 29, 2024 through October 29, 2024. The terms provide for a $30,000 cash payment and the issuance of 600,000 shares of common stock. The Company issued 600,000 shares of common stock at a fair value of $0.37 per share for a total amount of $220,800.

Warrants

October 2023 SPA with Warrants

On October 4, 2023 and December 29, 2023, the Company entered into placement agent agreements with Spartan (see Note 8 for further information) for their role in connection with the two tranche fundings related to the October 2023 SPA; among other things, the agreements provide the agent with equity-classified warrants to purchase a number of common shares equal to 5% of the number of common shares initially issuable upon conversion of each note tranche. For the first tranche, the Company issued to Spartan warrants to purchase 83,333 shares of common stock with a fair value of $38,029; the factors used to determine fair value were a share price of $0.55, an exercise price of $1.32, an expected term of 5 years, annualized volatility of 137.10%, a dividend rate of zero percent and a discount rate of 4.72%. For the second tranche, the Company issued to Spartan warrants to purchase 55,000 common shares of common stock with a fair value of $14,753; the factors used to determine fair value were a share price of $0.32, an exercise price of $0.55, an expected term of 5 years, annualized volatility of 137.10%, a dividend rate of zero percent and a discount rate of 3.93%.

On January 2, 2024, the second tranche of the October 2023 SPA was funded (see Note 9 for further information); in connection with this funding, the Company issued to the investor equity warrants to purchase up to 445,564 shares of common stock with an aggregate relative fair value of $98,708; the factors used to determine fair value were a share price of $0.32, an exercise price of $0.50, an expected term of 5 years, annualized volatility of 137.10%, a dividend rate of zero percent and a discount rate of 3.93%.

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A summary of the warrant activity during the six months ended April 30, 2024 is presented below:

					Weighted
			Weighted		Average
	Number of		Average Exercise		Remaining Life
	Warrants		Price		in Years		Intrinsic Value
Outstanding November 1, 2023		1,766,702	$	1.12		7.3	$	-
Issued		583,897		0.62		4.6		-
Outstanding, April 30, 2024		2,350,599	$	0.99		3.7	$	125,600
Exercisable, April 30, 2024		2,295,599	$	0.99		3.7	$	125,600

A summary of outstanding and exercisable warrants as of April 30, 2024 is presented below:

Warrants Outstanding				Warrants Exercisable
				Weighted
				Average
Exercise		Number of		Remaining		Number of
Price		Shares		Life in Years		Shares
$	0.01		400,000		4.0		400,000
$	1.50		400,000		0.6		400,000
$	3.30		100,000		4.0		100,000
$	1.20		866,702		4.4		866,702
$	1.32		83,333		4.4		83,333
$	0.50		445,564		4.7		445,564
$	0.55		55,000		-		-
			2,350,599		3.7		2,295,599

Stock Options

A summary of the option activity during the six months ended April 30, 2024 is presented below:

					Weighted Average
	Number of		Weighted Average		Remaining Life
	Options		Exercise Price		in Years		Intrinsic Value
Outstanding, November 1, 2021		120,000	$	0.52		4.3	$	-
Issued		-		-		-		-
Outstanding, April 30, 2024		120,000	$	0.52		4.3	$	-
Exercisable, April 30, 2024		105,000	$	0.52		4.3	$	-

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A summary of outstanding and exercisable options as of April 30, 2024 is presented below:

Options Outstanding				Options Exercisable
				Weighted Average
Exercise Price		Number of Shares		Remaining Life in Years	Number of Shares
$	0.52		120,000	4.3		120,000
			120,000			120,000

On August 15, 2023, the Company issued five-year options to purchase 120,000 shares of the Company’s common stock to a consultant of the Company, pursuant to the Plan. The options have an exercise price of $0.52 per share and vest monthly over a period of 24 months, beginning on the vesting commencement date, which is May 1, 2022 per the option agreement. The options have a grant date fair value of $55,711, which will be recognized over the vesting term.

The assumptions used in the Black-Scholes valuation method for these options issued in 2023 were as follows:  

Risk free interest rate	4.36	%
Expected term (years)	5.0
Expected volatility	137.1	%
Expected dividends rate	0	%

NOTE 11 – SUBSEQUENT EVENTS

In accordance with ASC 855 - Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events and transactions that occurred after April 30, 2024 through the date the unaudited condensed financial statements are available for issuance. During this period, the Company did not have any material reportable subsequent events, except as disclosed below.

Compliance with NYSE American

On May 1, 2024, the NYSE American notified the Company that it had regained compliance with the NYSE American listing requirements with respect to Section 1003(f)(v) of the NYSE American Company Guide due to its shares of common stock demonstrating sustained price improvement (see Note 8).

Dismissal of Independent Registered Public Accounting Firm

On May 6, 2024, the audit committee of the Board of Directors of the Company approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent registered public accounting firm.

The reports of BF Borgers on the Company’s consolidated financial statements for the fiscal years ended October 31, 2023, and October 31, 2022, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to the Company’s ability to continue as a going concern.

During the fiscal years ended October 31, 2023, and October 31, 2022, and through the date of termination, May 6, 2024, there were no “disagreements” with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended October 31, 2023, and October 31, 2022, and through May 6, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K).

The Company provided BF Borgers with a copy of the disclosure made herein in response to Item 304(a) of Regulation S-K. In the event BF Borgers does not furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “Commission”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not BF Borgers agrees with the statements made by the Company in this report, no further action is required due to the fact that BF Borgers is not currently permitted to appear or practice before the Commission as noted in Staff Statement on Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC, which was disseminated by the Commission on May 3, 2024.

Appointment of Independent Registered Public Accounting Firm

Effective May 8, 2024, the Company retained Bush & Associates CPA LLC (“Bush & Associates”), as its independent registered public accounting firm. The decision to engage Bush & Associates as the Company’s independent registered public accounting firm was approved by the Company’s audit committee and its board of directors.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of financial condition and operating results together with our financial statements and the related notes and other financial information included elsewhere in this quarterly report on Form 10-Q, as well as our audited financial statements and related notes as disclosed in our Form 10-K/A for the year ended October 31, 2023 (“our Form 10-K/A”). This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those in this Quarterly Report on Form 10-Q, as well as the risk factors set forth in the section titled “Risk Factors” included in our Form 10-K/A, our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below.

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Trio Petroleum Corp.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Risks, risk factors and uncertainties involved in forward-looking statements contained in this Form 10-Q include, but are not limited to, the following:

● our ability to find, acquire or gain access to other properties, discoveries and prospects and to successfully develop our current properties, discoveries and prospects;

● uncertainties inherent in making estimates of our oil and natural gas resources;

● the successful implementation of our development and drilling plans at our properties, discoveries and prospects;

● projected and targeted capital expenditures and other costs, commitments and revenues;

● our dependence on our key management personnel and our ability to attract and retain qualified technical personnel;

● the ability to obtain financing and the terms under which such financing may be available;

● the volatility of oil and natural gas prices;

● the availability and cost of developing appropriate infrastructure around and transportation to our discoveries and prospects;

● the availability and cost of drilling rigs, production equipment, supplies, personnel and oilfield services;

● other competitive pressures;

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● potential liabilities inherent in oil and natural gas operations, including drilling risks and other operational and environmental hazards;

● current and future government regulation of the oil and gas industry;

● cost of compliance with laws and regulations;

● changes in environmental, health and safety or climate change laws, greenhouse gas regulation or the implementation of those laws and regulations;

● environmental liabilities;

● geological, technical, drilling and processing problems;

● military operations, terrorist acts, wars or embargoes;

● the cost and availability of adequate insurance coverage;

● our vulnerability to severe weather events; and

● other risk factors discussed in the “Risk Factors” section of this Quarterly Report and in our Form 10-K/A.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this Quarterly Report, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

Overview

The Company was incorporated in the state of Delaware on July 19, 2021. The Company is an oil and gas exploration and development company headquartered in Bakersfield, California, with its principal offices located at 5401 Business Park South, Suite 115, Bakersfield, CA, 93309. The Company has operations in Monterey County, California and Uintah County, Utah. The Company owns an 85.75% working interest in the South Salinas Project in Monterey County, a producing oil and gas property it acquired from Trio LLC. The Company also owns an approximate 22% working interest in the McCool Ranch Oil Field in Monterey County, a producing oil property it acquired from Trio LLC. The Company owns a 2.25% working interest and has an option to acquire up to a 20% working interest in a 960-acre drilling and production program in the approximately 40,000-acre Asphalt Ridge formation in Uintah County, Utah. The Company has revenue-generating operations at the McCool Ranch Oil Field and at the South Salinas Project as of the date of this filing.

As of April 30, 2024, we currently have four actively producing oil wells - three at McCool Ranch Field and one in the South Salinas Project at Presidents Oil Field.

During February 2024, the HH-1 well at McCool Ranch Field was returned to production at an initial rate of 47 barrels of oil per day, and the 35X and 58X wells at this field were subsequently also returned to production. All three of these wells were producing as of April 30, 2024. The Company in April 2024, made its first sale and shipment of approximately 1,925 barrels of oil, primarily produced from the HH-1 well. The Company is taking steps to optimize the oil production from the three wells, including possibly employing cyclic steam. The Company also plans to return to production the last two wells in the restart program, the HH-3 and HH-4 wells, in subsequent months.

During March 2024, the HV-3A well at Presidents Field was returned to production at an initial rate of 30 barrels of oil per day. The Company believes that production at HV-3A can be significantly increased over current and previous levels, for example by adding up to 650 feet of additional perforations in the currently-producing oil zone, opening deeper behind-pipe oil zones some of which are already selectively perforated, acidizing the well for borehole cleanup, and other methods and operations under consideration. The Company will produce and monitor the HV-3A well as currently completed and when appropriate will take steps to increase production.

During the quarterly period ended April 30, 2024, we announced the commencement of drilling activities on the Asphalt Ridge project in Uintah County, UT. The first well, HSO 8-4 (API# 4304757202), was spud on May 10, 2024 and drilled to a total depth of 1,020 feet. The well found 100 feet of Rimrock Sandstone tar-sand pay zone with good oil saturation and good porosity. Thirty feet of the Rimrock was cored. A small, representative piece of Rimrock core was placed in water and brought to boiling point, and within a few minutes the sand disaggregated and the bitumen became liquid, mobile-oil, floating on top of the water – this simple laboratory test indicates that the bitumen becomes mobile-oil at relatively low temperatures and supports our contention that oil extraction using subsurface thermal-recovery methods may be very successful. The operator of the project is waiting on the arrival of a down-hole heater for the HSO 8-4 well and expects to receive the heater and begin production approximately on June 15, 2024. A second well, the HSO 2-4 (API# 430475201), was spud on May 19, 2024 and drilled to a total depth of 1,390 feet. The well drilled through both the Rimrock tar-sand, which had a thickness of 135 feet, and the Asphalt Ridge tar-sand, which had a thickness of 59 feet. The Company installed a down-hole heater and began heating the Rimrock tar-sand zone on June 3, 2024. A third well is planned to be drilled in June 2024. The project targets a heavy-oil tar sand field that is expected to be densely developed at scale, with as low as 2.5 acre spacing for future wells. Through existing working interests and option agreements, we have the ability to take up to a 20% working interest in this project.

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Going Concern Considerations

We have only begun to generate revenues in the current quarter and have incurred significant losses since inception. As of April 30, 2024, we have an accumulated deficit of $16,194,865 and a working capital deficit of $1,213,963, and for the three and six months ended April 30, 2024, net losses of $4,045,935 and $5,747,983, respectively. To date, we have been funding operations through proceeds from the issuance of common stock, financing through certain investors, the consummation of its IPO in April 2023, and convertible note financing under two tranches in October 2023 and December 2023, pursuant to which we raised total gross proceeds of $2,371,500. Additionally, we received funds in the amount of $125,000 from an unsecured promissory note from our CEO, as well as gross proceeds of $184,500 from a promissory note with an investor in March 2024 and gross proceeds of $720,000 from convertible debt financing with two investors in April 2024.

There is substantial doubt regarding our ability to continue as a going concern as a result of our accumulated deficit and no source of revenue sufficient to cover our costs of operations as well as our dependence on private equity and financing. See “Risk Factors—Risks Relating to Our Business— We have a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended October 31, 2023 and 2022, and for the period from July 19, 2021 (inception) through October 31, 2021,” in our Form 10-K/A.

The accompanying condensed financial statements have been prepared assuming we will continue as a going concern. As we have only begun to generate revenues, we need to raise a significant amount of capital to pay for our development, exploration, drilling and operating costs. While we raised capital in April 2023 with our IPO, in October 2023, December 2023 and April 2024 with convertible debt financing, and in March 2024 with promissory notes, we expect to require additional funding in the future and there is no assurance that we will be able to raise additional needed capital or that such capital will be available under favorable terms or at all. We are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence of a long-standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy, which includes all associated revenue streams. We may never achieve profitable operations or generate significant revenues.

We will require additional capital funding in order to drill additional planned wells at the South Salinas, McCool Ranch and Asphalt Ridge assets and to pay for additional development costs and other payment obligations and operating costs until our planned revenue streams are fully implemented and begin to offset our operating costs, if ever.

Since our inception, we have funded our operations with the proceeds from equity and debt financing. We have experienced liquidity issues due to, among other reasons, our limited ability to raise adequate capital on acceptable terms. We have historically relied upon the issuance of equity and promissory notes that are convertible into shares of our common stock to fund our operations and have devoted significant efforts to reduce that exposure. We anticipate that we will need to issue equity to fund our operations for the foreseeable future. If we are unable to achieve operational profitability or are not successful in securing other forms of financing, we will have to evaluate alternative actions to reduce our operating expenses and conserve cash.

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the condensed financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should we be unable to continue as a going concern. The condensed financial statements included in this report also include a going concern footnote.

Optioned Assets - McCool Ranch Oil Field

In October 2023, we entered into an agreement (“McCool Ranch Purchase Agreement”) with Trio LLC for purchase of a 21.918315% working interest in the McCool Ranch Oil Field located in Monterey County near our flagship South Salinas Project; we initially recorded a payment of $100,000 upon execution of the McCool Ranch Purchase Agreement, at which time Trio LLC began refurbishment operations with respect to the San Ardo WD-1 water disposal well (the “WD-1”) to determine if it was capable of reasonably serving the produced water needs for the assets. With refurbishment successfully accomplished, we are obligated to pay an additional $400,000 per the McCool Ranch Purchase Agreement; we have paid approximately $215,000 during the quarter for restarting production operations on the assets and has recorded a liability of $185,000 to Trio LLC as of April 30, 2024.

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Optioned Assets – Asphalt Ridge Leasehold Acquisition & Development Option Agreement

On November 10, 2023, we entered into a leasehold acquisition and development option agreement (“ARLO Agreement”) with Heavy Sweet Oil, LLC (“HSO”) for a term of nine months, which gives the Company the exclusive right to acquire up to a 20% interest in a 960 acre drilling and production program in the Asphalt Ridge leases for $2,000,000, which may be invested in tranches by us, with an initial tranche closing for an amount no less than $500,000 and paid within seven days subsequent to HSO providing certain required items to the Company.

On December 29, 2023, we entered into an amendment to the ARLO Agreement, whereby we funded $200,000 of the $500,000 payable by us to HSO at the Initial Closing, in advance of HSO satisfying certain required items for a 2% interest in the leases; such funds are to be used by HSO solely for the building of roads and related infrastructure in furtherance of the development of the leases. As of April 30, 2024, we have paid a total of $225,000 to HSO in costs related to infrastructure and have obtained a 2.25% interest in the leases; such costs are capitalized costs and are reflected in the balance of the oil and gas property as of April 30, 2024.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Results of Operations

Three Months Ended April 30, 2024 compared to the Three Months Ended April 30, 2023 (unaudited)

Our financial results for the three months ended April 30, 2024 and 2023 are summarized as follows:

	For the Three Months Ended April 30,
	2024			2023			Change			% Change
Revenues, net	$	72,923		$	-		$	72,923			100.0	%
Operating expenses:
Exploration expenses		40,223			25,415			14,808			58.3	%
General and administrative expenses		1,475,685			920,263			555,422			60.4	%
Stock-based compensation expense		504,912			70,228			434,684			619.0	%
Accretion expenses		694			694			-			0.0	%
Total operating expenses		2,021,514			1,016,600			1,004,914			98.9	%
Loss from Operations		(1,948,591	)		(1,016,600	)		(931,991	)		91.7	%
Other expenses:
Interest expenses		982,691			94,357			888,334			941.5	%
Settlement fees		10,500			-			10,500			100.0	%
Loss on note conversion		1,104,153			1,125,000			(20,847	)		(1.9	)%
Total other expenses		2,097,344			1,219,357			877,987			72.0	%
Loss before income taxes		(4,045,935	)		(2,235,957	)		(1,809,978	)		80.9	%
Income tax benefit		-			-			-			-
Net loss	$	(4,045,935	)	$	(2,235,957	)	$	(1,809,978	)		80.9	%

Revenues, net

Revenues, net increased for the three months ended April 30, 2024 by approximately $0.1 million as compared to the prior period, which had no revenue; we made our first sale and shipment of approximately 2,100 barrels of oil, primarily produced from the HH-1 well.

Exploration expenses

Under the successful efforts method of accounting for crude oil and natural gas properties, exploration expenses consist primarily of exploratory geological and geophysical costs, delay rentals and exploratory overhead, and are expensed as incurred. Exploration expenses increased by approximately $15,000 as compared to the prior year period due to an increase in exploratory, geological, and geophysical costs incurred during the quarter.

Given adequate funding, we expect the McCool Ranch Field to return to production the last two wells in the restart program, the HH-3 and HH-4 wells, in the third quarter.

General and administrative expenses

General and administrative expenses consist primarily of personnel expenses, including salaries, benefits and stock-based compensation expense for employees and consultants in executive, finance and accounting, legal, operations support, information technology and human resource functions. General and administrative expenses also include corporate facility costs including rent, utilities, depreciation, amortization and maintenance, as well as legal fees related to intellectual property and corporate matters and fees for accounting and consulting services.

General and administrative expenses increased for the three months ended April 30, 2024 by approximately $0.6 million as compared to the prior period due to increases in NYSE American filing fees of $100,000, insurance expenses of $60,000, marketing fees of $180,000, increased legal fees of approximately $220,000 and increased salary expenses of approximately $250,000, offset by a decrease in consulting fees of $270,000.

Stock-based compensation expenses

We record stock-based compensation expenses for costs associated with options and restricted shares granted in connection with the Plan, as well as for shares issued as payment for services. Stock-based compensation expense increased by approximately $0.4 million for the three months ended April 30, 2024 as compared to the prior period due to the amortization of approximately $500,000 in expense for restricted shares that had not yet been granted during the same period in the prior year.

Accretion expenses

We have an Asset Retirement Obligation (“ARO”) recorded that is associated with our oil and natural gas properties in the SSP; the fair value of the ARO was recorded as a liability and is accreted over time until the date the ARO is to be paid. For the three months ended April 30, 2024, accretion expenses remained consistent with that of the prior year period.

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Other expenses, net

For the three months ended April 30, 2024, Other expenses, net increased by approximately $0.9 million compared to the prior year period. The increase is primarily due to increased non-cash interest expense of $0.9 million due to the payoff of the first and second tranches of the convertible debt (and associated debt discounts) during the quarter.

Six Months Ended April 30, 2024 compared to the Six Months Ended April 30, 2023 (unaudited)

Our financial results for the six months ended April 30, 2024 and 2023 are summarized as follows:

	For the Six Months Ended April 30,
	2024			2023			Change			% Change
Revenues, net	$	72,923		$	-		$	72,923			100.0	%
Operating expenses:
Exploration expenses		124,817			25,415			99,402			391.1	%
General and administrative expenses		2,422,953			1,044,519			1,378,434			132.0	%
Stock-based compensation expense		912,530			110,985			801,545			722.2	%
Accretion expenses		1,389			1,389			-			0.0	%
Total operating expenses		3,461,689			1,182,308			2,279,381			192.8	%
Loss from Operations		(3,388,766	)		(1,182,308	)		(2,206,458	)		186.6	%
Other expenses:
Interest expenses		1,141,989			746,930			395,059			52.9	%
Settlement fees		10,500			-			10,500			100.0	%
Loss on note conversion		1,196,306			1,125,000			71,306			100.0	%
Licenses and fees		10,422			-			10,422			100.0	%
Total other expenses		2,359,217			1,871,930			487,287			26.0	%
Loss before income taxes		(5,747,983	)		(3,054,238	)		(2,693,745	)		88.2	%
Income tax benefit		-			-			-			-
Net loss	$	(5,747,983	)	$	(3,054,238	)	$	(2,693,745	)		88.2	%

Revenues, net

Revenues, net increased for the six months ended April 30, 2024 by approximately $0.1 million as compared to the prior period, which had no revenue; we made our first sale and shipment of approximately 2,100 barrels of oil, primarily produced from the HH-1 well.

Exploration expenses

Under the successful efforts method of accounting for crude oil and natural gas properties, exploration expenses consist primarily of exploratory geological and geophysical costs, delay rentals and exploratory overhead, and are expensed as incurred. Exploration expenses increased by approximately $0.1 million as compared to the prior year period due to an increase in exploratory, geological, and geophysical costs incurred during the period.

Given adequate funding, we expect the McCool Ranch Field to return production the last two wells in the restart program, the HH-3 and HH-4 wells, in the third quarter.

General and administrative expenses

General and administrative expenses consist primarily of personnel expenses, including salaries, benefits and stock-based compensation expense for employees and consultants in executive, finance and accounting, legal, operations support, information technology and human resource functions. General and administrative expenses also include corporate facility costs including rent, utilities, depreciation, amortization and maintenance, as well as legal fees related to intellectual property and corporate matters and fees for accounting and consulting services.

General and administrative expenses increased for the six months ended April 30, 2024 by approximately $1.4 million as compared to the prior period due to increases in NYSE American filing fees of $180,000, insurance expenses of $150,000, marketing fees of $235,000, directors fees of $110,000, increased legal fees of approximately $470,000 and increased salary expenses of approximately $490,000, offset by a decrease in consulting fees of $240,000.

Stock-based compensation expenses

We record stock-based compensation expenses for costs associated with options and restricted shares granted in connection with the Plan, as well as for shares issued as payment for services. Stock-based compensation expense increased by approximately $0.8 million for the six months ended April 30, 2024 as compared to the prior period due to the amortization of approximately $900,000 in expense for restricted shares that had not yet been granted during the same period in the prior year.

Accretion expenses

We have an Asset Retirement Obligation (“ARO”) recorded that is associated with its oil and natural gas properties in the SSP; the fair value of the ARO was recorded as a liability and is accreted over time until the date the ARO is to be paid. For the six months ended April 30, 2024, accretion expenses remained consistent with that of the prior year period.

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Other expenses, net

For the six months ended April 30, 2024, Other expenses, net increased by approximately $0.5 million compared to the prior year period. The increase is due to increased non-cash interest expenses over the period of $0.4 million due to increased debt discounts on debt in the current period versus the same period in the prior year.

Liquidity and Capital Resources

Working Capital/(Deficiency)

Our working capital deficiency as of April 30, 2024, in comparison to our working capital deficiency as of October 31, 2023, can be summarized as follows:

	April 30, 2024			October 31, 2023
Current assets	$	804,876		$	1,695,341
Current liabilities		2,018,839			1,851,386
Working capital (deficiency)	$	(1,213,963	)	$	(156,045	)

Current assets decreased because of i) a decrease to the cash account of approximately $1.3 million due to increased payroll expenses and additional cash outlays for capital expenditures for the oil and gas properties, offset by an increase in prepaid assets of approximately $0.5 million. The balance of the current liabilities has remained fairly constant.

Cash Flows

Our cash flows for the six months ended April 30, 2024, in comparison to our cash flows for the six months ended April 30, 2023, can be summarized as follows:

	Six months ended April 30,
	2024			2023
Net cash provided by/(used in) operating activities	$	682,525		$	(801,266	)
Net cash used in investing activities		(1,018,704	)		(970,168	)
Net cash (used in)/provided by financing activities		(1,005,098	)		3,885,995
Net change in cash	$	(1,314,277	)	$	2,114,561

Cash Flows from Operating Activities

For the six months ended April 30, 2024 and 2023, cash provided by/(used in) operating activities was $682,525 and ($801,266), respectively. The cash provided by operations for the six months ended April 30, 2024 was primarily attributable to our net loss of $5,747,983, adjusted for non-cash expenses in the aggregate amount of $6,086,949, as well as $343,559 of net cash provided to fund changes in the levels of operating assets and liabilities. Our cash used in operations for the six months ended April 30, 2023 was primarily attributable to our net loss of $3,054,238, adjusted for non-cash expenses in the aggregate amount of $1,695,067, as well as $557,905 of net cash used to fund changes in the levels of operating assets and liabilities.

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Cash Flows from Investing Activities

For the six months ended April 30, 2024 and 2023, cash used in investing activities was $1,018,704 and $970,168, respectively. The cash used during the current period is attributable to approximately $1.1 million related to costs for capital expenditures, which were capitalized and are reflected in the balance of the oil and gas property as of April 30, 2024. These amounts were offset by approximately $50,000 in amounts due to operators for costs for the South Salinas Project and the McCool Ranch Option. Cash used from investing activities for the six months ended April 30, 2023 was attributable to approximately $1.3 million related to drilling exploratory wells and approximately $200,000 related to acquisition costs, both of which were capitalized and reflected in the balance of the oil and gas property as of April 30, 2023. These amounts were offset by approximately $0.5 million in amounts used from the Advance to Operators account, which was designated for costs for the HV-1 well.

Cash Flows from Financing Activities

For the six months ended April 30, 2024 and 2023, cash (used in)/provided by financing activities was ($1,005,098) and $3,885,995, respectively. Cash provided by financing activities during the six months ended April 30, 2024 was primarily attributable to approximately $0.6 million in net proceeds from the issuance of convertible debt and approximately $1.0 million from the issuance of promissory notes and related party notes, offset by payments for the convertible debt in the amount of approximately $2.6 million and debt issuance costs of $0.2 million. Cash provided by financing activities during the six months ended April 30, 2023 was primarily attributable to $6.4 million in gross proceeds from the issuance of common stock, offset by the payment of offering costs of approximately $1.0 million and the payment of notes payables of approximately $1.5 million.

Our cash change was a decrease of approximately $1.3 million as of April 30, 2024. Management believes that the cash on hand and working capital are sufficient to meet its current anticipated cash requirements for anticipated capital expenditures and operating expenses for the next twelve months.

Contractual Obligations and Commitments

Unproved Property Leases

We hold various leases related to the unproved properties of the South Salinas Project; two of the leases are held with the same lessor. The first lease, which covers 8,417 acres, was amended on May 27, 2022 to provide for an extension of then-current force majeure status for an additional, uncontested twelve months, during which we would be released from having to evidence to the lessor the existence of force majeure conditions. As consideration for the granting of the lease extension, we paid the lessor a one-time, non-refundable payment of $252,512; this amount was capitalized and reflected in the balance of the oil and gas property as of October 31, 2022. The extension period commenced on June 19, 2022 and currently, the “force majeure” status has been extinguished by the drilling of the HV-1 well. The ongoing operation and oil production at the HV-3A well maintain the validity of the lease.

The second lease covers 160 acres of the South Salinas Project; it is currently held by delay rental and is renewed every three years. Until drilling commences, we are required to make delay rental payments of $30/acre per year. We are currently in compliance with this requirement and have paid in advance the delay rental payment for the period from October 2023 through October 2024.

The Company holds interests in various leases related to the unproved properties of the McCool Ranch Oil Field. These leases occur in two parcels, “Parcel 1” and “Parcel 2”. Parcel 1 comprises ten leases and approximately 480 acres, which are held by delay rental payments that are paid-up and current. Parcel 2 comprises one lease and approximately 320 acres, which is held by production. The total leasehold comprises approximately 800 gross and net acres.

During February and March of 2023, we entered into additional leases related to the unproved properties of the South Salinas Project with two groups of lessors. The first group of leases covers 360 acres and has a term of 20 years; we are required to make rental payments of $25/acre per year. We are currently in compliance with this requirement and have paid in advance the rental payment for the period February 2024 through February 2025. The second group of leases covers 307.75 acres and has a term of 20 years; we are required to make rental payments of $30/acre per year. We are currently in compliance with this requirement and have paid in advance the rental payment for the period from March 2024 through March 2025.

On November 10, 2023, we entered into a leasehold acquisition and development option agreement (“ARLO Agreement”) with Heavy Sweet Oil (“HSO”) for a term of nine (9) months which gives the Company the exclusive right to acquire up to a 20% interest in a 960 acre drilling and production program in the Asphalt Ridge leases for $2,000,000, which may be invested in tranches by us, with an initial tranche closing for an amount no less than $500,000 and paid within seven days subsequent to HSO providing certain required items to the Company.

On December 29, 2023, we entered into an amendment to the ARLO Agreement, whereby we funded $200,000 of the $500,000 payable by us to HSO at the Initial Closing, in advance of HSO satisfying certain required items for a 2% interest in the leases; such funds are to be used by HSO solely for the building of roads and related infrastructure in furtherance of the development of the leases. As of April 30, 2024, we have paid a total of $225,000 to HSO in costs related to infrastructure; such costs are capitalized costs and are reflected in the balance of the oil and gas property as of April 30, 2024.

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Board of Directors Compensation

On July 11, 2022, our Board of Directors approved compensation for each of the non-employee directors, which would be effective upon the consummation of the IPO. Such compensation is structured as follows: an annual retainer of $50,000 cash plus an additional $10,000 for each Board committee upon which the Director serves, each paid quarterly in arrears. Payment for this approved compensation commenced upon successful completion of our IPO in April 2023; for the three and six months ended April 30, 2024, we have recognized $54,000 and $110,685, respectively, in directors’ fees.

Agreements with Advisors

On October 4, 2023 and December 29, 2023, we entered into placement agent agreements with Spartan Capital Securities, LLC (“Spartan”), whereby Spartan will serve as the exclusive placement agent in connection with the closing of private placements. The agreements provide the agent with i) a cash fee 7.5% of the aggregate proceeds raised in the sale and ii) warrants to purchase a number of common shares equal to 5% of the number of common shares initially issuable upon conversion of each note tranche; warrants to purchase 83,333 and 55,000 common shares with exercise prices of $1.32 and $0.55 for the first and second tranches, respectively, were issued to Spartan as of January 31, 2024. Such warrants may be exercised beginning 6 months after issuance until four- and one-half years thereafter.

Critical Accounting Policies and Estimates

Basis of Presentation

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared, and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements, as well as the sufficiency of the disclosures pertaining to our accounting policies in the footnotes accompanying our financial statements. Described below are the most significant policies we apply in preparing our condensed financial statements, some of which are subject to alternative treatments under GAAP. We also describe the most significant estimates and assumptions we make in applying these policies.

Oil and Gas Assets and Exploration Costs – Successful Efforts

The Company’s projects are in the exploration and/or early production stages and the Company began generating revenue from its operations during the quarterly period ended April 30, 2024. We apply the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs in light of ongoing exploration activities; in particular, whether we are making sufficient progress in our ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed.

31

Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on our current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers. The Company currently has one well that is producing and is evaluating the impact of production on the reserve determination for that well and field.

Unproved oil and natural gas properties

Unproved oil and natural gas properties have unproved lease acquisition costs, which are capitalized until the lease expires or otherwise until we specifically identify a lease that will revert to the lessor, at which time we charge the associated unproved lease acquisition costs to exploration costs.

Unproved oil and natural gas properties are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. The Company currently has one well that is producing and is evaluating the impact of production on the reserve determination for that well and field.

Impairment of Other Long-lived Assets

We review the carrying value of our long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. We assess the recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. With regards to oil and gas properties, this assessment applies to proved properties; unproved properties are assessed for impairment either at an individual property basis or a group basis.

Asset Retirement Obligations

ARO consists of future plugging and abandonment expenses on oil and natural gas properties. In connection with the South Salinas Project acquisition described above, we acquired the plugging and abandonment liabilities associated with six temporarily shut-in, idle wells. The fair value of the ARO was recorded as a liability in the period in which the wells were acquired with a corresponding increase in the carrying amount of oil and natural gas properties. We plan to utilize the six wellbores acquired in the South Salinas Project acquisition in future production, development and/or exploration activities. The liability is accreted for the change in its present value each period based on the expected dates that the wellbores will be required to be plugged and abandoned. The capitalized cost of ARO is included in oil and gas properties and is a component of oil and gas property costs for purposes of impairment and, if proved reserves are found, such capitalized costs will be depreciated using the units-of-production method. The asset and liability are adjusted for changes resulting from revisions to the timing or the amount of the original estimate when deemed necessary. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.

Recent Accounting Pronouncements

All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to us.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

32

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our first fiscal quarter ended April 30, 2024 that 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 subject to any legal proceedings.

Item 1A. Risk Factors

If we are not able to comply with the applicable continued listing requirements or standards of the NYSE American, our common stock could be delisted from the NYSE American.

On February 26, 2024, we received written notice (the “Notice”) from the NYSE American LLC (“NYSE American”) indicating that we are not in compliance with the continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide (“Section 1003(f)(v)”) because the shares of our common stock have been selling for a substantial period of time at a low price per share. The Notice has no immediate effect on the listing or trading of our shares of common stock and our common stock will continue to trade on the NYSE American under the symbol “TPET” with the designation of “.BC” to indicate that we are not in compliance with the NYSE American’s continued listing standards. Additionally, the Notice does not result in the immediate delisting of our common stock from the NYSE American.

Pursuant to Section 1003(f)(v), the NYSE American staff (the “Staff”) determined that the continued listing of our shares of common stock on the NYSE American is predicated on effecting a reverse stock split of our common stock or demonstrating sustained price improvement within a reasonable period of time, which the Staff determined to be no later than August 26, 2024. The Notice further stated that as a result of the foregoing, we have become subject to the procedures and requirements of Section 1009 of the NYSE American Company Guide, which could, among other things, result in the initiation of delisting proceedings, unless we cure the deficiency in a timely manner. The NYSE American may also accelerate delisting action in the event that our common stock trades at levels viewed by the Staff to be abnormally low.

On May 1, 2024, the NYSE American notified the Company that it had regained compliance with the NYSE American listing requirements with respect to Section 1003(f)(v) of the NYSE American Company Guide due to its shares of common stock demonstrating sustained price improvement.

33

Except for the above, there have been no other material changes to the risk factors set forth in the section titled “Risk Factors” included in our Annual Report on Form 10-K/A for the year ended October 31, 2023, which was filed with the SEC on June 13, 2024 (“2023 Annual Report”). Our business involves significant risks. You should carefully consider the risks and uncertainties described in our 2023 Annual Report, along with the above “risk factor”, together with all of the other information in our 2023 Annual Report and in this Quarterly Report on Form 10-Q, as well as our audited financial statements and related notes as disclosed in our 2023 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None, except as reported on Current Reports on Form 8-K filed by the Company on each of April 17 and April 25, 2024.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description
31.1*	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished, not filed

34

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.

TRIO PETROLEUM CORP.

By:	/s/ Michael L. Peterson
	Michael L. Peterson
	Chief Executive Officer
	(Principal Executive Officer)
	Date: June 14, 2024
By:	/s/ Greg Overholtzer
	Greg Overholtzer
	Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)
	Date: June 14, 2024

35

EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Michael L. Peterson, certify that:

1)	I have reviewed this Quarterly Report on Form 10-Q of Trio Petroleum Corp.
2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed each internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Michael L. Peterson
Date: June 14, 2024	Michael L. Peterson
	Principal Executive Officer

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Greg Overholtzer, certify that:

● I have reviewed this Quarterly Report on Form 10-Q of Trio Petroleum Corp.

● Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

● Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

● The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed each internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

● The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Greg Overholtzer
Date: June 14, 2024	Greg Overholtzer
	Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, the undersigned officers of Trio Petroleum Corp. (the “Company”) hereby certify that the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Michael L. Peterson
Date: June 14, 2024	Michael L. Peterson
	Principal Executive Officer
	/s/ Greg Overholtzer
	Greg Overholtzer
	Principal Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

XML

Cover - shares	6 Months Ended
	Apr. 30, 2024	Jun. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Apr. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--10-31
Entity File Number	001-41643
Entity Registrant Name	TRIO PETROLEUM CORP.
Entity Central Index Key	0001898766
Entity Tax Identification Number	87-1968201
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5401 Business Park South
Entity Address, Address Line Two	Suite 115
Entity Address, City or Town	Bakersfield
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93309
City Area Code	(661)
Local Phone Number	324-3911
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TPET
Security Exchange Name	NYSEAMER
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		50,328,328

XML

Condensed Balance Sheets - USD ($)	Apr. 30, 2024	Oct. 31, 2023
Current assets:
Cash	$ 220,647	$ 1,561,924
Prepaid expenses	584,229	133,417
Total current assets	804,876	1,695,341
Oil and gas properties - not subject to amortization	11,008,673	9,947,742
Total assets	11,813,549	11,643,083
Current liabilities:
Accounts payable and accrued liabilities	1,002,074	609,360
Asset retirement obligations – current	2,778	2,778
Convertible note, net of discounts		1,217,597
Due to operators	63,878	21,651
Promissory notes, net of discounts	238,386
Insurance liability	230,387
Other current liabilities	171,270
Total current liabilities	2,018,839	1,851,386
Long-term liabilities:
Asset retirement obligations, net of current portion	49,702	48,313
Total non-current liabilities	49,702	48,313
Total liabilities	2,068,541	1,899,699
Commitments and Contingencies (Note 7)
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; -0- shares issued and outstanding at April 30, 2024 and October 31, 2023, respectively
Common stock, $0.0001 par value; 490,000,000 shares authorized; 50,328,328 and 31,046,516 shares issued and outstanding as of April 30, 2024 and October 31, 2023, respectively	5,033	3,105
Stock subscription receivable	(10,010)	(10,010)
Additional paid-in capital	25,944,850	20,197,171
Accumulated deficit	(16,194,865)	(10,446,882)
Total stockholders’ equity	9,745,008	9,743,384
Total liabilities and stockholders’ equity	11,813,549	11,643,083
Related Party [Member]
Current liabilities:
Notes payable – related parties	$ 310,066

XML

Condensed Balance Sheets (Parenthetical) - $ / shares	Apr. 30, 2024	Oct. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	490,000,000	490,000,000
Common stock, shares issued	50,328,328	31,046,516
Common stock, shares outstanding	50,328,328	31,046,516

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Apr. 30, 2024	Apr. 30, 2023	Apr. 30, 2024	Apr. 30, 2023
Income Statement [Abstract]
Revenues, net	$ 72,923		$ 72,923
Operating expenses:
Exploration expense	40,223	25,415	124,817	25,415
General and administrative expenses	1,475,685	920,263	2,422,953	1,044,519
Stock-based compensation	504,912	70,228	912,530	110,985
Accretion expense	694	694	1,389	1,389
Total operating expenses	2,021,514	1,016,600	3,461,689	1,182,308
Loss from operations	(1,948,591)	(1,016,600)	(3,388,766)	(1,182,308)
Other expenses:
Interest expense	982,691	94,357	1,141,989	746,930
Settlement fees	10,500		10,500
Loss on note conversion	1,104,153	1,125,000	1,196,306	1,125,000
Licenses and fees			10,422
Total other expenses	2,097,344	1,219,357	2,359,217	1,871,930
Loss before income taxes	(4,045,935)	(2,235,957)	(5,747,983)	(3,054,238)
Provision for income taxes
Net loss	$ (4,045,935)	$ (2,235,957)	$ (5,747,983)	$ (3,054,238)
Basic and Diluted Net Loss per Common Share
Basic	$ (0.10)	$ (0.12)	$ (0.16)	$ (0.17)
Diluted	$ (0.10)	$ (0.12)	$ (0.16)	$ (0.17)
Weighted Average Number of Common Shares Outstanding
Basic	40,876,850	18,457,415	36,164,019	17,796,727
Diluted	40,876,850	18,457,415	36,164,019	17,796,727

XML

Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)		Common Stock [Member]	Share Subscription Receivables [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Oct. 31, 2022		$ 1,697	$ (10,010)	$ 6,633,893	$ (3,902,456)	$ 2,723,124
Balance, shares at Oct. 31, 2022		16,972,800
Net loss					(3,054,238)	(3,054,238)
Issuance of conversion shares related to the SPA		$ 504		5,164,371		5,164,875
Issuance of conversion shares related to the SPA, shares		5,038,902
Issuance of commitment shares related to the SPA		$ 38		1,124,963		1,125,001
Issuance of commitment shares related to the SPA, shares		375,000
Issuance of common shares in IPO, net of underwriting discounts and offering costs		$ 200		3,342,426		3,342,626
Issuance of common shares in IPO, net of underwriting discounts and offering costs, shares		2,000,000
Issuance of pre-funded warrants				4,000		4,000
Stock-based compensation		$ 1		110,984		110,985
Share-based compensation, shares		12,500
Issuance of common stock for cash, net		$ 40		371,960		372,000
Issuance of common stock for cash, net, shares		400,000
Balance at Apr. 30, 2023		$ 2,480	(10,010)	16,752,597	(6,956,694)	9,788,373
Balance, shares at Apr. 30, 2023		24,799,202
Balance at Jan. 31, 2023		$ 1,737	(10,010)	7,046,610	(4,720,737)	2,317,600
Balance, shares at Jan. 31, 2023		17,372,800
Net loss					(2,235,957)	(2,235,957)
Issuance of conversion shares related to the SPA		$ 504		5,164,371		5,164,875
Issuance of conversion shares related to the SPA, shares		5,038,902
Issuance of commitment shares related to the SPA		$ 38		1,124,963		1,125,001
Issuance of commitment shares related to the SPA, shares		375,000
Issuance of common shares in IPO, net of underwriting discounts and offering costs		$ 200		3,342,426		3,342,626
Issuance of common shares in IPO, net of underwriting discounts and offering costs, shares		2,000,000
Issuance of pre-funded warrants				4,000		4,000
Stock-based compensation		$ 1		70,227		70,228
Share-based compensation, shares		12,500
Balance at Apr. 30, 2023		$ 2,480	(10,010)	16,752,597	(6,956,694)	9,788,373
Balance, shares at Apr. 30, 2023		24,799,202
Balance at Oct. 31, 2023		$ 3,105	(10,010)	20,197,171	(10,446,882)	9,743,384
Balance, shares at Oct. 31, 2023		31,046,516
Issuance of common shares in lieu of cash payments on convertible note		$ 1,633		3,321,954		3,323,587
Issuance of common shares in lieu of cash payments on convertible note, shares		16,333,608
Issuance of commitment shares in connection with the April 2024 Financings		$ 150		667,350		667,500
Issuance of commitment shares in connection with the April 2024 Financings, shares		1,500,000
Issuance of common shares to consultants		$ 170		599,130		599,300
Issuance of common shares to consultants, shares		1,700,000
Adjustment related to Resale S-1/A warrants	[1]	$ (45)		45
Adjustment related to Resale S-1/A warrants, shares	[1]	(451,796)
Stock-based compensation				912,530		912,530
Net loss					(5,747,983)	(5,747,983)
Issuance of common stock for services		$ 20		95,180		95,200
Issuance of common stock for services, shares		200,000
Issuance of equity warrants in connection with convertible note				151,490		151,490
Balance at Apr. 30, 2024		$ 5,033	(10,010)	25,944,850	(16,194,865)	9,745,008
Balance, shares at Apr. 30, 2024		50,328,328
Balance at Jan. 31, 2024		$ 3,235	(10,010)	21,196,031	(12,148,930)	9,040,326
Balance, shares at Jan. 31, 2024		32,350,090
Issuance of common shares in lieu of cash payments on convertible note		$ 1,523		2,977,382		2,978,905
Issuance of common shares in lieu of cash payments on convertible note, shares		15,230,034
Issuance of commitment shares in connection with the April 2024 Financings		$ 150		667,350		667,500
Issuance of commitment shares in connection with the April 2024 Financings, shares		1,500,000
Issuance of common shares to consultants		$ 170		599,130		599,300
Issuance of common shares to consultants, shares		1,700,000
Adjustment related to Resale S-1/A warrants		$ (45)		45
Adjustment related to Resale S-1/A warrants, shares		(451,796)
Stock-based compensation				504,912		504,912
Net loss					(4,045,935)	(4,045,935)
Balance at Apr. 30, 2024		$ 5,033	$ (10,010)	$ 25,944,850	$ (16,194,865)	$ 9,745,008
Balance, shares at Apr. 30, 2024		50,328,328

[1] Amount is for an adjustment for shares recorded as not exercised but registered in accordance with their warrant agreements.

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Apr. 30, 2024	Apr. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,747,983)	$ (3,054,238)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of common shares for services	694,500
Issuance of equity warrants connected to convertible note	151,490
Conversion of convertible note payments into common shares	3,323,587
Bad debt expense		25,000
Accretion expense	1,389	1,389
Conversion of SPA		1,125,000
Payable to related party	185,066
Amortization of debt discounts	1,140,753	432,693
Debt discounts – convertible note	(322,366)
Stock-based compensation	912,530	110,985
Changes in operating assets and liabilities:
Prepaid expenses and other receivables	(450,812)	(105,739)
Accounts payable and accrued liabilities	392,714	663,644
Other liabilities	401,657
Net cash provided by/(used in) operating activities	682,525	(801,266)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for unproved oil and gas properties	(1,060,931)	(210,530)
Drilling costs for exploratory well		(1,294,490)
Due to operators	42,227
Advances to operators		534,852
Net cash used in investing activities	(1,018,704)	(970,168)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net		372,000
Payment of convertible note payable	(2,550,000)
Proceeds from promissory notes	1,036,880
Proceeds from note payable – related party	125,000
Proceeds from convertible note payable	550,000
Repayment of notes payable		(1,472,512)
Proceeds from issuance of common stock in IPO		6,000,000
Payment for debt issuance costs	(166,978)
Payment for deferred offering costs		(1,013,493)
Net cash (used in)/provided by financing activities	(1,005,098)	3,885,995
Effect of foreign currency exchange
NET CHANGE IN CASH	(1,341,277)	2,114,561
Cash - Beginning of period	1,561,924	73,648
Cash - End of period	220,647	2,188,209
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for income taxes
Non-cash investing and financing activities:
Issuance of warrants (equity classified)	151,490
Issuance of commitment shares	$ 667,500

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NATURE OF THE ORGANIZATION AND BUSINESS

6 Months Ended

Apr. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF THE ORGANIZATION AND BUSINESS

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS

Company Organization

Trio Petroleum Corp. (“Trio Petroleum” or the “Company”) is an oil and gas exploration and development company headquartered in Bakersfield, California, with operations in Monterey County, California and Uintah County, Utah. The Company was incorporated on July 19, 2021, under the laws of Delaware to acquire, fund and develop oil exploration and production assets, initially in California, and has begun to generate revenues during the quarterly period ended April 30, 2024. The Company upon its formation acquired from Trio Petroleum LLC (“Trio LLC”) a majority working interest in the South Salinas Project (“SSP”) in Monterey County and engaged the services of certain members of Trio LLC to manage the Company’s assets. The Company has since acquired interests in the McCool Ranch Oil Field in Monterey County, and in the Asphalt Ridge Project in Uintah County, Utah. The Company has revenue-generating operations at the McCool Ranch Oil Field and at the South Salinas Project as of the date of this filing.

Acquisition of South Salinas Project

On September 14, 2021, the Company entered into a Purchase and Sale Agreement (“Trio LLC PSA”) with Trio LLC to acquire an 82.75% working interest in the large, approximately 9,300 acres South Salinas Project. The working interest included the purchased percentage of the South Salinas Project’s leases, wells and inventory in exchange for $300,000 cash, a non-interest-bearing note payable of $3,700,000 due to Trio LLC on December 17, 2021 (see Note 6 and Note 9) and 4,900,000 shares of the Company’s $0.0001 par value common stock (see Note 5 and Note 10). At the time of the acquisition, this share issuance constituted 45% of the total number of issued shares of the Company. The Company accounted for the purchase as an asset acquisition, as prescribed in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 – Business Combinations. The assets and associated asset retirement obligations (“ARO”) were recorded based on relative fair value at the estimated fair value of the consideration paid (see Note 5). In April 2023, the Company purchased an additional 3% working interest in the South Salinas Project; see Note 5 for further information. There are two contiguous areas of notable oil/gas accumulations in the South Salinas Project, being the Humpback Area that occurs in the northern part of the project, and the Presidents Area (“Presidents Oil Field”) that occurs in the southern part of the project. As of April 30, 2024 and October 31, 2023, there were no proved reserves attributable to the approximate 9,300 acres of the property. The HV-3A well at the South Salinas Project has been producing oil since it was returned to production on March 26, 2024, and it is producing oil and generating future revenue as of the date of this filing. The Company expects to receive the first revenue from oil produced from the HV-3A well in June or July, 2024.

Initial Public Offering

The Company’s Registration Statement (Amendment No. 9) on Form S-1/A was filed with the SEC on March 24, 2023; its Initial Public Offering was declared effective on April 17, 2023 and closed on April 20, 2023 (collectively, the “Offering” or “IPO”). The Company sold two million shares of its common stock for total gross proceeds of $6,000,000, which is described more fully in Note 4.

Additional Acquisitions - McCool Ranch Oil Field & Asphalt Ridge Leasehold

In October 2023, the Company entered into an agreement (“McCool Ranch Purchase Agreement”) with Trio LLC for purchase of a 21.918315% working interest in the McCool Ranch Oil Field located in Monterey County near the Company’s flagship South Salinas Project; the Company initially began refurbishment operations with respect to a water disposal well. After refurbishment was successfully accomplished, the Company restarted production operations on the assets (see Note 5 for further information). In November 2023, the Company entered into a leasehold acquisition and development option agreement (“ARLO Agreement”) with Heavy Sweet Oil, LLC (“HSO”), which gives the Company a 9-month option for the exclusive right to acquire up to a 20% interest in a 960-acre drilling and production program in the Asphalt Ridge leases for $2,000,000. In December 2023, the Company amended the agreement and funded $200,000 in exchange for an immediate 2% interest in the leases; such funds are to be used for the building of roads and related infrastructure in furtherance of the development of the leases (see Note 6 for further information).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Apr. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Amounts presented in the balance sheet as of October 31, 2023 are derived from our audited financial statements as of that date. The unaudited condensed financial statements as of and for the three- and six-month periods ended April 30, 2024 and 2023 have been prepared in accordance with U.S. GAAP and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K/A filed with the SEC on June 13, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transaction and disclosure of contingent assets and liabilities at the date of the financial statements, and the revenue and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates required to be made by management include estimates of oil and natural gas reserves (when and if assigned) and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, accounts receivable, bad debt expense, ARO and the valuation of equity-based transactions. Accordingly, actual results could differ significantly from those estimates.

Revenue Recognition

ASU 2014-09, “Revenue from Contracts with Customers” (“Topic 606”) requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services; refer to Note 5 – Revenue from Contracts with Customers for additional information.

The Company’s revenue is comprised of revenue from exploration and production activities to produce oil. The Company’s oil is sold to one customer who is a marketer, and payment is received in the month following delivery.

The Company recognizes sales revenues from oil when control transfers to the customer at the time of delivery. Revenue is measured based on the contract price, which may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation or short load fees.

Revenues are recognized for the sale of the Company’s percentage of working interest, adjusted for any incoming and outstanding expenses and oil and gas assessments.

Debt Issuance Costs

Costs incurred in connection with the issuance of the Company’s debt have been recorded as a direct reduction against the debt and amortized over the life of the associated debt as a component of interest expense. As of April 30, 2024 and October 31, 2023, the Company recorded $166,978 and $350,320 in debt issuance costs, respectively.

Oil and Gas Assets and Exploration Costs – Successful Efforts

The Company’s projects are in exploration and/or early production stages and the Company began generating revuenue from its operations during the quarterly period ended April 30, 2024. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory, geological, and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs considering ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed.

Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers. The Company currently has one well that is producing and is evaluating the impact of production on the reserve determination for that well and field. As of April 30, 2024 and October 31, 2023, all of the Company’s oil and gas properties were classified as unproved properties and were not subject to depreciation, depletion and amortization.

Unproved oil and natural gas properties

Unproved oil and natural gas properties have unproved lease acquisition costs, which are capitalized until the lease expires or otherwise until the Company specifically identifies a lease that will revert to the lessor, at which time the Company charges the associated unproved lease acquisition costs to exploration costs.

Unproved oil and natural gas properties are not subject to amortization and are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. The Company currently has one well that is producing and is evaluating the impact of production on the reserve determination for that well and field. All of the Company’s natural gas properties were classified as unproved as of April 30, 2024 and October 31, 2023; see further discussion in Note 6.

Impairment of Other Long-lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. With regards to oil and gas properties, this assessment applies to proved properties.

Asset Retirement Obligations

ARO consists of future plugging and abandonment expenses on oil and natural gas properties. In connection with the South Salinas Project (“SSP”) acquisition described above, the Company acquired the plugging and abandonment liabilities associated with six non-producing wells. The fair value of the ARO was recorded as a liability in the period in which the wells were acquired with a corresponding increase in the carrying amount of oil and natural gas properties not subject to impairment. The Company plans to utilize the six wellbores acquired in the SSP acquisition in future exploration, production and/or disposal (i.e., disposal of produced water or CO2 by injection) activities. The liability is accreted for the change in its present value each period based on the expected dates that the wellbores will be required to be plugged and abandoned. The capitalized cost of ARO is included in oil and gas properties and is a component of oil and gas property costs for purposes of impairment and, if proved reserves are found, such capitalized costs will be depreciated using the units-of-production method. The asset and liability are adjusted for changes resulting from revisions to the timing or the amount of the original estimate when deemed necessary. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.

Components of the changes in ARO are shown below:

ARO, ending balance – October 31, 2023	$	51,091
Accretion expense		1,389
ARO, ending balance – April 30, 2024		52,480
Less: ARO – current		2,778
ARO, net of current portion – April 30, 2024	$	49,702

Related Parties

Related parties are directly or indirectly related to the Company, through one or more intermediaries and are in control, controlled by, or under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. On September 14, 2021, the Company acquired an 82.75% working interest (which was subsequently increased to an 85.75% working interest as of April 2023) in the SSP from Trio LLC in exchange for cash, a note payable to Trio LLC and the issuance of 4.9 million shares of common stock. As of the date of the acquisition, Trio LLC owned 45% of the outstanding shares of the Company and was considered a related party. As of April 30, 2024 and October 31, 2023, Trio LLC owned less than 1% and 1%, respectively, of the outstanding shares of the Company.

Environmental Expenditures

The operations of the Company have been, and may in the future be, affected from time to time to varying degrees by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Recent Accounting Pronouncements

All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

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GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

6 Months Ended

Apr. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of April 30, 2024, the Company had $220,647 in its operating bank account and a working capital deficit of $1,213,963. To date, the Company has been funding operations through proceeds from the issuance of common stock, financing through certain investors, the consummation of its IPO in April 2023 (see Note 4), and convertible note financing under two tranches in October 2023 and December 2023, pursuant to which it raised total gross proceeds of $2,371,500. Additionally, the Company received funds in the amount of $125,000 from an unsecured promissory note from its CEO (see Note 9), as well as gross proceeds of $184,500 from a promissory note with an investor in March 2024 (see Note 9) and gross proceeds of $720,000 from convertible debt financing with two investors in April 2024 (see Note 9).

The accompanying condensed financial statements have been prepared on the basis that the Company will continue as a going concern over the next twelve months from the date of issuance of these condensed financial statements, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of April 30, 2024, the Company has an accumulated deficit of $16,194,865 and has experienced losses from continuing operations. Based on the Company’s cash balance as of April 30, 2024 and projected cash needs for the twelve months following the issuance of these condensed financial statements, management estimates that it will need to generate sufficient sales revenue and/or raise additional capital to cover operating and capital requirements. Management will need to raise the additional funds by issuing additional shares of common stock or other equity securities or obtaining additional debt financing. Although management has been successful to date in raising necessary funding and obtaining financing through investors, there can be no assurance that any required future financing can be successfully completed on a timely basis, on terms acceptable to the Company, or at all. Based on these circumstances, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these condensed financial statements.

Accordingly, the accompanying condensed financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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INITIAL PUBLIC OFFERING

6 Months Ended

Apr. 30, 2024

Initial Public Offering

INITIAL PUBLIC OFFERING

NOTE 4 – INITIAL PUBLIC OFFERING

The Company’s Registration Statement (Amendment No. 9) on Form S-1/A was filed with the SEC on March 24, 2023; its Initial Public Offering was declared effective on April 17, 2023 and closed on April 20, 2023 (collectively, the “Offering” or “IPO”). The Company sold two million shares of common stock at a public offering price of $3.00 per share for gross proceeds of $6,000,000. After deducting the underwriting commissions, discounts and offering expenses payable by the Company, it received net proceeds of approximately $4,940,000. The Company’s common stock is listed on the NYSE American under the symbol TPET. The Company also issued warrants to purchase 100,000 shares of common stock to the underwriters at an exercise price of $3.30 per share (110% of public offering price), the cost of which was offset to additional paid-in capital upon IPO.

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REVENUE FROM CONTRACTS WITH CUSTOMERS

6 Months Ended

Apr. 30, 2024

Revenue from Contract with Customer [Abstract]

REVENUE FROM CONTRACTS WITH CUSTOMERS

NOTE 5 – REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue from Contracts with Customers

The following table disaggregates revenue by significant product type for the three- and six-month periods ended April 30, 2024 and 2023:

	Three Months Ended April 30, 2024		Three Months Ended April 30, 2023		Six Months Ended April 30, 2024		Six Months Ended April 30, 2023
Oil sales	$	73,915	$	-	$	73,915	$	-
Total revenue from customers	$	73,915	$	-	$	73,915	$	-

There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of April 30, 2024 or 2023.

Significant concentrations of credit risk

For the three and six months ended April 30, 2024, the Company has only one purchaser, which accounts for 10% or more of the Company’s total oil and natural gas revenue for these periods.

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OIL AND NATURAL GAS PROPERTIES

6 Months Ended

Apr. 30, 2024

Property, Plant and Equipment [Abstract]

OIL AND NATURAL GAS PROPERTIES

NOTE 6 – OIL AND NATURAL GAS PROPERTIES

The following tables summarize the Company’s oil and gas activities.

	As of		As of
	April 30, 2024		October 31, 2023
Oil and gas properties – not subject to amortization	$	11,008,673	$	9,947,742
Accumulated impairment		—		—
Oil and gas properties – not subject to amortization, net	$	11,008,673	$	9,947,742

During the three and six months ended April 30, 2024, the Company incurred aggregated exploration costs of $40,223 and $124,817, respectively; these expenses were exploratory, geological and geophysical costs and were expensed on the statement of operations during the applicable periods. For capitalized costs, the Company incurred approximately $1.2 million for the six months ended April 30, 2024, of which approximately $0.6 million was related to drilling exploratory wells and approximately $0.6 million was related to acquisition costs, both of which were capitalized and reflected in the balance of the oil and gas property as of April 30, 2024.

During the three and six months ended April 30, 2023, the Company incurred aggregated exploration costs of $25,415 and $25,415, respectively; these expenses were exploratory, geological and geophysical costs and were expensed on the statement of operations during the applicable periods. For capitalized costs, the Company incurred approximately $1.5 million for the six months ended April 30, 2023, of which approximately $1.3 million was related to drilling exploratory wells and approximately $0.2 million was related to acquisition costs, both of which were capitalized and reflected in the balance of the oil and gas property as of April 30, 2023.

Leases

South Salinas Project

As of April 30, 2024, the Company holds interests in various leases related to the unproved properties of the South Salinas Project (see Note 8); two of the leases are held with the same lessor. The first lease, which covers 8,417 acres, was amended on May 27, 2022 to provide for an extension of then-current force majeure status for an additional, uncontested twelve months, during which the Company would be released from having to evidence to the lessor the existence of force majeure conditions. As consideration for the granting of the lease extension, the Company paid the lessor a one-time, non-refundable payment of $252,512; this amount was capitalized and reflected in the balance of the oil and gas property as of October 31, 2022. The extension period commenced on June 19, 2022 and currently, the “force majeure” status has been extinguished by the drilling of the HV-1 well. The ongoing operations and oil production at the HV-3A well maintains the validity of the lease.

The second lease covers 160 acres of the South Salinas Project; it is currently held by delay rental and is renewed every three years. Until drilling commences, the Company is required to make delay rental payments of $30/acre per year. The Company is currently in compliance with this requirement and has paid in advance the delay rental payment for the period from October 2023 through October 2024.

During February and March of 2023, the Company entered into additional leases related to the unproved properties of the South Salinas Project with two groups of lessors. The first group of leases covers 360 acres and has a term of 20 years; the Company is required to make rental payments of $25/acre per year. The Company is currently in compliance with this requirement and has paid in advance the rental payment for the period February 2024 through February 2025. The second group of leases covers 307.75 acres and has a term of 20 years; the Company is required to make rental payments of $30/acre per year. The Company is currently in compliance with this requirement and has paid in advance the rental payment for the period from March 2024 through March 2025.

McCool Ranch Oil Field

In October 2023, the Company entered into the McCool Ranch Purchase Agreement with Trio LLC for purchase of a 21.918315% working interest in the McCool Ranch Oil Field located in Monterey County near the Company’s flagship South Salinas Project; the Company initially recorded a payment of $100,000 upon execution of the McCool Ranch Purchase Agreement, at which time Trio LLC began refurbishment operations with respect to the San Ardo WD-1 water disposal well (the “WD-1”) to determine if it was capable of reasonably serving the produced water needs for the assets. With refurbishment successfully accomplished, the Company is obligated to pay an additional $400,000 per the McCool Ranch Purchase Agreement; it has paid approximately $215,000 to date for restarting production operations on the assets and has recorded a liability of $185,000 for the remainder as of the end of the period. These additional costs are capitalized costs and are reflected in the balance of the oil and gas property as of April 30, 2024.

Optioned Assets – Old Man Prospect

In October 2023, the Company and Lantos Energy entered into an option agreement, whereby the Company has the option to pay two initial payments of $12,500 each and a final subsequent payment of $175,000, for a total of $200,000 within 120 days of the effective date for exclusive rights to the option to purchase 80% of the 100% Before Project Payout Working Interest (“BPPWI”) in Lantos’ oil and gas leasehold interests in Solano County, California (referred to as the Old Man Prospect). As of January 31, 2024, the Company has paid approximately $25,000 towards the purchase of this option. Due to technical risks identified during due diligence and due to other considerations, the Company did not make the final $175,000 payment and as a result the 120-day option period has expired.

Optioned Assets – Asphalt Ridge Leasehold Acquisition & Development Option Agreement

On November 10, 2023, the Company entered into the ARLO Agreement with HSO for a term of nine months which gives the Company the exclusive right to acquire up to a 20% interest in a 960 acre drilling and production program in the Asphalt Ridge leases for $2,000,000, which may be invested in tranches by the Company, with an initial tranche closing for an amount no less than $500,000 and paid within seven days subsequent to HSO providing certain required items to the Company.

On December 29, 2023, the Company entered into an amendment to the ARLO Agreement, whereby the Company funded $200,000 of the $500,000 payable by the Company to HSO at the Initial Closing, in advance of HSO satisfying certain required items for a 2% interest in the leases; such funds are to be used by HSO solely for the building of roads and related infrastructure in furtherance of the development of the leases. As of April 30, 2024, the Company has paid a total of $225,000 to HSO in costs related to infrastructure and has obtained a 2.25% interest in the leases; such costs are capitalized costs and are reflected in the balance of the oil and gas property as of April 30, 2024.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Apr. 30, 2024

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

South Salinas Project – Related Party

The Company upon its formation acquired from Trio LLC a majority working interest in the South Salinas Project and engaged the services of certain members of Trio LLC to manage the Company’s assets (see Note 1 and Note 6). Trio LLC operates the South Salinas Project on behalf of the Company, and as operator, conducts and has full control of the operations within the constraints of the Joint Operating Agreement, and acts in the capacity of an independent contractor. Trio LLC currently holds a 3.8% working interest in the South Salinas Project and the Company holds an 85.75% working interest. The Company provides funds to Trio LLC to develop and operate the assets in the South Salinas Project; such funds are classified in the short-term asset/liability section of the balance sheet as Advance to Operators/Due to Operators, respectively. As of April 30, 2024 and October 31, 2023, the balance of the Due to Operators account is $63,878 and $21,651, respectively.

McCool Ranch Oil Field Asset Purchase – Related Party

On October 16, 2023, the Company entered into the McCool Ranch Purchase Agreement with Trio LLC for purchase of a 21.918315% working interest in the McCool Ranch Oil Field located in Monterey County near the Company’s flagship South Salinas Project (see Note 6); the Assets are situated in what is known as the “Hangman Hollow Area” of the McCool Ranch Oil Field. The Company initially recorded a payment of $100,000 upon execution of the McCool Ranch Purchase Agreement, at which time Trio LLC began refurbishment operations with respect to the San Ardo WD-1 to determine if it was capable of reasonably serving the produced water needs for the assets. With refurbishment successfully accomplished, the Company is obligated to pay an additional $400,000 per the McCool Ranch Purchase Agreement; it has paid approximately $215,000 during the quarter for restarting production operations on the assets and has recorded a liability of $185,000 to Trio LLC as a note payable – related parties on the balance sheet as of April 30, 2024.

Restricted Stock Units (“RSUs”) issued to Directors

On September 2, 2023, the Company issued an aggregate 425,000 shares of its $0.0001 par common stock to four outside directors with a fair value of $0.64 per share for a grant date value of $273,275. The shares, or RSUs, vest in full upon the six-month anniversary of the vesting commencement date (or August 28,2023), subject to the directors’ continued service on the vesting date. For the three and six months ended April 30, 2024, the Company recognized stock-based compensation in the amount of $41,364 and $177,259, respectively, within stock-based compensation expenses on the income statement, with no unrecognized expense as of the period ended April 30, 2024.

Restricted Shares issued to Executives and Employees

In February 2022, the Company entered into employee agreements with Frank Ingriselli (former Chief Executive Officer) and Greg Overholtzer (Chief Financial Officer or “CFO”) which, among other things, provided for the grant of restricted shares in the amounts of 1,000,000 and 100,000, respectively, pursuant to the 2022 Equity Incentive Plan (“the Plan”). Per the terms of the employee agreements, subject to continued employment, the restricted shares vest over a two-year period, under which 25% will vest upon the earlier of three months after the IPO or six months after the grant date. After this date, the remainder vest in equal tranches every six months until fully vested. As the Plan was not adopted until October 17, 2022, these shares will be recorded as of that date at a fair value of $0.294 per share; such value was calculated via a third-party valuation performed using income and market methods, as well as a discounted cash flow method, with the terminal value using a market multiples method, adjusted for a lack of marketability. As of October 31, 2022, the Company recorded 1,100,000 restricted shares at a fair value of $323,400, and for the three and six months ended April 30, 2024, the Company recognized stock-based compensation of $39,428 and $80,185, respectively, within stock-based compensation expenses on the income statement, with unrecognized expense of $75,312 as of April 30, 2024. For the three and six months ended April 30, 2023, the Company recognized stock-based compensation of $39,428 and $80,185, respectively, within stock-based compensation expenses on the income statement.

In May 2023, the Company entered into six employee agreements which, among other things, provided for the grant of an aggregate of 700,000 restricted shares pursuant to the Plan. Per the terms of the employee agreements, subject to continued employment, the restricted shares vest as follows: 25% of the shares vested five months after the issuance date, after which the remainder vest in equal tranches every six months until fully vested. The shares were recorded on the date of issuance at a fair value of $2.15 per share for an aggregate fair value of $1,505,000, and for the three and six months ended April 30, 2024, the Company recognized stock-based compensation of $183,654 and $373,499, respectively, within stock-based compensation expenses on the income statement, with unrecognized expense of $691,282 as of the period ended April 30, 2024.

On October 16, 2023, the Company and Michael L. Peterson entered into an employment agreement (the “Peterson Employment Agreement”), effective as of October 23, 2023, pursuant to which Mr. Peterson will serve as Chief Executive Officer of the Company, replacing Mr. Ingriselli. Pursuant to the Peterson Employment Agreement, Mr. Peterson will be paid an annual base salary of $350,000. In addition, Mr. Peterson is entitled to receive, subject to his continuing employment with the Company on the applicable date of the bonus payout, an annual target discretionary bonus of up to 100% of his annual base salary, payable at the discretion of the Compensation Committee of the Board based upon the Company’s and Mr. Peterson’s achievement of objectives and milestones to be determined on an annual basis by the Board.

Pursuant to the Peterson Employment Agreement, the Company issued Mr. Peterson a grant of 1,000,000 shares of restricted stock pursuant to the Company’s Omnibus Incentive Compensation Plan (the “Plan”) at a fair value of $0.27 per share for a grant date fair value of $271,000. The restricted stock grant vests over a period of two years, with 25% of the shares of restricted stock vesting six months after the Peterson Employment Agreement Effective Date, and the remainder vesting in equal tranches on each of the 12-, 18-, and 24-month anniversary dates of the Peterson Employment Agreement. On March 26, 2024, the Company borrowed $125,000 from Mr. Peterson (the “Peterson Loan”), in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the principal amount of $125,000 (the “Peterson Note”). As additional consideration for the Peterson Loan, the Company accelerated the vesting of 1,000,000 shares of restricted stock awarded to Mr. Peterson under the Company’s 2022 Equity Incentive Plan. For the three and six months ended April 30, 2024, the Company recognized stock-based compensation of $233,505 and $267,659, respectively, within stock-based compensation expenses on the income statement, with no unrecognized expense as of the period ended April 30, 2024.

Note Payable – Related Party

On March 26, 2024, the Company borrowed $125,000 from its Chief Executive Officer, Michael L. Peterson, in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the principal amount of $125,000. The Note is payable on or before September 26, 2024 (the “Peterson Note Maturity Date”), upon which date the principal balance and interest accruable at a rate of 10% per annum is due and payable to Mr. Peterson by the Company. The Company may prepay the Peterson Note at any time prior to the Peterson Note Maturity Date, in whole or in part, without premium or penalty. The Company is also required to prepay the Peterson Note, in full, prior to the Peterson Note Maturity Date from the proceeds of any equity or debt financing received by the Company of at least $1,000,000. As additional consideration for the Peterson Loan, the Company accelerated the vesting of 1,000,000 shares of restricted stock awarded to Mr. Peterson under the Company’s 2022 Equity Incentive Plan. The Peterson Note also provides for acceleration of payment of the outstanding principal balance and all accrued and unpaid interest in the case of an Event of Default (as such term is defined in the Peterson Note), where there is either a payment default or a bankruptcy event.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Apr. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company is subject to various claims that arise in the ordinary course of business. Management believes that any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations, or cash flows of the Company.

Unproved Property Leases

The Company holds interests in various leases related to the unproved properties of the South Salinas Project (see Note 6); two of the leases are held with the same lessor. The first lease, which covers 8,417 acres, was amended on May 27, 2022 to provide for an extension of then-current force majeure status for an additional, uncontested twelve months, during which the Company would be released from having to evidence to the lessor the existence of force majeure conditions. As consideration for the granting of the lease extension, the Company paid the lessor a one-time, non-refundable payment of $252,512; this amount was capitalized and reflected in the balance of the oil and gas property as of October 31, 2022. The extension period commenced on June 19, 2022 and currently, the “force majeure” status has been extinguished by the drilling of the HV-1 well. The ongoing operations and oil production at the HV-3A well maintains the validity of the lease.

The second lease covers 160 acres of the South Salinas Project; it is currently held by delay rental and is renewed every three years. Until drilling commences, the Company is required to make delay rental payments of $30/acre per year. The Company is currently in compliance with this requirement and has paid in advance the delay rental payment for the period from October 2023 through October 2024.

The Company holds interests in various leases related to the unproved properties of the McCool Ranch Oil Field. These leases occur in two parcels, “Parcel 1” and “Parcel 2”. Parcel 1 comprises ten leases and approximately 480 acres, which are held by delay rental payments that are paid-up and current. Parcel 2 comprises one lease and approximately 320 acres, which is held by production. The total leasehold comprises approximately 800 gross and net acres.

During February and March of 2023, the Company entered into additional leases related to the unproved properties of the South Salinas Project with two groups of lessors. The first group of leases covers 360 acres and has a term of 20 years; the Company is required to make rental payments of $25/acre per year. The Company is currently in compliance with this requirement and has paid in advance the rental payment for the period February 2024 through February 2025. The second group of leases covers 307.75 acres and has a term of 20 years; the Company is required to make rental payments of $30/acre per year. The Company is currently in compliance with this requirement and has paid in advance the rental payment for the period from March 2024 through March 2025.

On November 10, 2023, the Company entered into the ARLO Agreement with HSO for a term of nine months which allows the Company the exclusive right to acquire up to a 20% interest in a 960 acre drilling and production program in the Asphalt Ridge leases for $2,000,000, which may be invested in tranches by the Company, with an initial tranche closing for an amount no less than $500,000 and paid within seven days subsequent to HSO providing certain required items to the Company.

On December 29, 2023, the Company entered into an amendment to the ARLO Agreement, whereby the Company funded $200,000 of the $500,000 payable by the Company to HSO at the Initial Closing, in advance of HSO satisfying certain required items for a 2% interest in the leases; such funds are to be used by HSO solely for the building of roads and related infrastructure in furtherance of the development of the leases. As of April 30, 2024, the Company has paid a total of $225,000 to HSO in costs related to infrastructure and has obtained a 2.25% interest in the leases; such costs are capitalized costs and are reflected in the balance of the oil and gas property as of April 30, 2024.

Board of Directors Compensation

On July 11, 2022, the Company’s Board of Directors approved compensation for each of the non-employee directors of the Company, which would be effective upon the consummation of the IPO. Such compensation is structured as follows: an annual retainer of $50,000 cash plus an additional $10,000 for each Board committee upon which the Director serves, each paid quarterly in arrears. Payment for this approved compensation commenced upon successful completion of the Company’s IPO in April 2023; for the three and six months ended April 30, 2024, the Company has recognized $54,000 and $110,685, respectively, in directors’ fees.

Agreements with Advisors

On October 4, 2023 and December 29, 2023, the Company entered into placement agent agreements with Spartan Capital Securities, LLC (“Spartan”), whereby Spartan will serve as the exclusive placement agent in connection with the closing of private placements. The agreements provide the agent with i) a cash fee 7.5% of the aggregate proceeds raised in the sale and ii) warrants to purchase a number of common shares equal to 5% of the number of common shares initially issuable upon conversion of each note tranche; warrants to purchase 83,333 and 55,000 common shares with exercise prices of $1.32 and $0.55 for the first and second tranches, respectively, were issued to Spartan as of January 31, 2024. Such warrants may be exercised beginning 6 months after issuance until four- and one-half years thereafter.

Compliance with NYSE American

On February 26, 2024, the Company received written notice from the NYSE American LLC (“NYSE American”) indicating that the Company is not in compliance with the continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide (“Section 1003(f)(v)”) because the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) have been selling for a substantial period of time at a low price per share. The Notice has no immediate effect on the listing or trading of the Company’s Common Stock and the Common Stock will continue to trade on the NYSE American under the symbol “TPET” with the designation of “. BC” to indicate that the Company is not in compliance with the NYSE American’s continued listing standards. Additionally, the Notice does not result in the immediate delisting of the Company’s Common Stock from the NYSE American.

Pursuant to Section 1003(f)(v), the NYSE American staff (the “Staff”) determined that the Company’s continued listing is predicated on effecting a reverse stock split of its Common Stock or demonstrating sustained price improvement within a reasonable period of time, which the Staff determined to be no later than August 26, 2024.

On May 1, 2024, the NYSE American notified the Company that it had regained compliance with the NYSE American listing requirements with respect to Section 1003(f)(v) of the NYSE American Company Guide due to its shares of common stock demonstrating sustained price improvement.

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NOTES PAYABLE

6 Months Ended

Apr. 30, 2024

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 9 – NOTES PAYABLE

Notes payable as of April 30, 2024 and October 31, 2023 consisted of the following:

	As of		As of
	April 30, 2024		October 31, 2023
Convertible note, net of discounts	$	-	$	1,217,597
Promissory notes, net of discounts		238,386		-
Notes payable – related parties		310,066		-
Total Notes payable	$	548,452	$	1,217,597

Convertible note – investors (October 2023 SPA)

On October 4, 2023, the Company entered into a securities purchase agreement (the “October 2023 SPA”) with an investor; the October 2023 SPA provides for loans in an aggregate principal amount of up to $3.5 million under two tranches, with first and second tranche fund amounts of $2.0 million and $1.5 million, respectively.

In consideration for the investor’s funding of the first tranche, the Company issued i) a senior secured convertible promissory note in the aggregate principal amount of $2,000,000 (the “Note”) and ii) a warrant to purchase up to 866,702 shares of Common Stock at an initial exercise price of $1.20 per share of Common Stock, subject to certain adjustments (the “Common Warrant”). The Note was initially convertible into shares of Common Stock at conversion price of $1.20, subject to certain adjustments (the “Conversion Price”), provided that the Conversion Price shall not be reduced below $0.35 (the “Floor Price”). The Note did not bear any interest and matured on April 4, 2025.

Upon the initial funding on October 4, 2023, the Company recorded gross proceeds of approximately $2.0 million, a 7% original issue discount of $140,000 and debt issuance costs of $350,320, for net proceeds of approximately $1.5 million. The Company also issued a warrant to purchase up to 866,702 shares of common stock with an aggregate relative fair value of $332,630; the factors used to determine fair value were a share price of $0.55, an exercise price of $1.20, an expected term of 5 years, annualized volatility of 137.10%, a dividend rate of zero percent and a discount rate of 4.72%.

On December 18, 2023, December 29, 2023 and January 12, 2024, the Company made principal payments towards the first tranche in the amounts of $125,000, $125,000, and $125,000, respectively, which it converted into shares at 103% for conversion amounts of $128,750, $128,750 and $128,750, respectively. Conversion shares were issued numbering 367,858, 367,858 and 367,858, respectively, at fair values per share of $0.34, $0.31 and $0.29, respectively, for total amounts of $125,072, $114,036 and $105,575, with cash payments of $36,698, $35,837 and $49,935 made to the investor for the difference between the monthly conversion price and the floor price listed in the most recent amendment to the agreement. Additionally, losses in the amounts of $36,770, $24,873 and $30,510, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts.

On December 29, 2023, the Company entered into an amendment to the Second Tranche Note of the October 2023 SPA, which reduced the conversion price of note and exercise price of warrant from $1.20 to $0.50; the Company accounted for the amendment as a warrant modification, whereby the effect of the modification is measured as the difference in its relative fair value immediately before the modification and after the modification, and any increase to the relative fair value is recognized as an equity issuance cost.

To assess for the change in relative fair value, the Company performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants under their original terms as of the modification date using the following assumptions: a share price of $0.31, an exercise price of $1.20, an expected term of 5.0 years, volatility of 137.1%, a dividend rate of 0% and a discount rate of 3.84%. The Company then performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants with their new modified terms as of the modification date using the following assumptions: a share price of $0.31, an exercise price of $0.50, an expected term of 5.0 years, volatility of 137.1%, a dividend rate of 0% and a discount rate of 3.84%. The aggregate difference of approximately $0.1 million between the two calculated amounts was recorded as an equity issuance cost within equity during the period to account for the change in relative fair value.

On January 2, 2024, the second tranche of the October 2023 SPA was funded, and the Company recorded gross proceeds of approximately $550,000, a 7% original issue discount of $38,500 and debt issuance costs of $90,978, for net proceeds of approximately $421,000. The Company also issued warrants to purchase up to 445,564 shares of common stock with an aggregate relative fair value of $98,708; the factors used to determine fair value were a share price of $0.32, an exercise price of $0.50, an expected term of 5 years, annualized volatility of 137.10%, a dividend rate of zero percent and a discount rate of 3.93%.

On February 1, 2024, February 16, 2024, March 22, 2024 and April 2, 2024, the Company made principal payments towards the first tranche in the amounts of $625,000, $125,000, $125,000, and $750,000, respectively, which it converted into shares at 103% for conversion amounts of $643,750, $128,750, $128,750 and $772,500, respectively. Conversion shares were issued numbering 1,839,286, 858,333, 858,333 and 5,149,997, respectively, at fair values per share of $0.24, $0.13, $0.10 and $0.17, respectively, for total amounts of $441,428, $113,300, $84,117 and $881,165, with a cash payment of $32,247 made to the investor for the difference between the monthly conversion price and the floor price listed in the most recent amendment to the agreement for the February 16, 2024 conversion. Additional shares of 2,395,911 and 351,507, respectively, were issued on February 1, 2024 and April 15, 2024, respectively, at fair values of $0.24 and $0.63, respectively, for total amounts of $574,779 and $221,449, respectively; these share issuances were made in lieu of additional cash payments related to the February 1, 2024 and March 22, 2024 principal payment conversions. Additionally, losses in the amounts of $391,447, $20,547, $180,566 and $131,165, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts.

On February 2, 2024 and February 5, 2024, the Company made principal payments towards the second tranche in the amounts of $275,000 and $275,000, respectively, which it converted into shares at 103% for conversion amounts of $283,250 and $283,250, respectively. Conversion shares were issued numbering 1,888,333 and 1,888,334, respectively, at fair values per share of $0.17 and $0.18, respectively, for total amounts of $323,094 and $339,334, respectively. Additionally, losses in the amounts of $48,094 and $64,334, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts.

On February 5, 2024, the Company entered into the first amendment to the First Tranche Note of the October 2023 SPA; such amendment provides for i) a reduction of the floor price of the conversion price from $0.35 to $0.15, ii) the issuance of additional 2,395,611 shares of common stock (as noted above) to the investor in lieu of the Company’s obligation to pay cash installments under the First Tranche Note, and iii) a new obligation of the Company to request acceleration of monthly payments in installments of $250,000 as soon as possible to repay the remaining $1,000,000 principal balance of the First Tranche Note, with the investor converting and selling shares subject to a) the beneficial ownership limitation of 4.99% and b) market prices of the Company’s common stock being at or above the floor price of $0.15.

As of April 30, 2024 and October 31, 2023, the balance of the convertible note, net of discounts, was $0 and $1,217,597, respectively, with non-cash interest expense related to discounts recognized in the amounts of $1,063,372 and $40,547, respectively.

March 2024 Debt Financing

The Company executed a Securities Purchase Agreement, dated March 27, 2024 (the “SPA”) with an institutional investor (the “March 2024 Investor”), which March 2024 Investor signed and funded on April 5, 2024, and pursuant to which the Company raised gross proceeds of $184,500 and received net proceeds of $164,500, after payment of offering expenses (the “March 2024 Debt Financing”). The SPA contains certain representations and warranties by the March 2024 Investor and the Company and customary closing conditions.

In connection with the March 2024 Debt Financing, the Company issued an unsecured promissory note to the March 2024 Investor, dated March 27, 2024, in the principal amount of $211,500, having an original issue discount of $27,000 or approximately 13% (the “March 2024 Investor Note”). Interest accrues on the March 2024 Investor Note at a rate of 12% per annum and the maturity date of the March 2024 Investor Note is January 30, 2025 (the “March 2024 Investor Note Maturity Date”). The March 2024 Investor Note provides for five payments of principal and accrued interest which are payable: (i) $118,440 on September 30, 2024; (ii) $29,610 on October 30, 2024; (iii) $29,610 on November 30, 2024; (iv) $29,610 on December 30, 2024; and (v) $29,610 on January 30, 2025. The Company may prepay the March 2024 Investor Note, in full and not in part, any time during the 180 day period after the issuance date of the Investor Note at a 3% discount to the outstanding amount of principal and interest due and payable; provided, that in the event of a prepayment, the Company will still be required to pay the full amount of interest that would have been payable through the term of the March 2024 Investor Note, in the amount of $25,380. The Investor Note contains provisions constituting an Event of Default (as such term is defined in the March 2024 Investor Note) and, upon an Event of Default, the March 2024 Investor Note will be accelerated and become due and payable in an amount equal to 150% of all amounts due and payable under the March 2024 Investor Note with interest at a default rate of 22% per annum. In addition, upon an Event of Default, the March 2024 Investor has the right to convert all or any outstanding amount of the March Investor Note into shares of the Company’s common stock at a conversion price equal to the greater of (i) 75% of the Market Price (as such term is defined in the March 2024 Investor Note) or (ii) the conversion floor price, which is $0.07117 (the “Floor Price”); provided, however, that the Floor Price shall not apply after October 5, 2024, and thereafter, the conversion price will be 75% of the Market Price. Issuance of shares of common stock to the March 2024 Investor is subject to certain beneficial ownership limitations and not more than 19.99% of the shares of common stock outstanding on March 29, 2024 may be issued upon conversion of the March 2024 Investor Note. The conversion price is also subject to certain adjustments or other terms in the event of (i) mergers, consolidations or recapitalization events or (ii) certain distributions made to holders of shares of common stock.

As of April 30, 2024 and October 31, 2023, the balance of the promissory note, net of discounts, was $172,468 and $0, respectively, with non-cash interest expense related to discounts recognized in the amounts of $7,964 for the three- and six-month periods ended April 30, 2024.

Note Payable – Related Party

On March 26, 2024, the Company borrowed $125,000 from its Chief Executive Officer, Michael L. Peterson, in connection with which the Company delivered to Mr. Peterson an Unsecured Subordinated Promissory Note in the principal amount of $125,000. The Note is payable on or before September 26, 2024, upon which date the principal balance and interest accruable at a rate of 10% per annum is due and payable to Mr. Peterson by the Company. The Company may prepay the Peterson Note at any time prior to the Peterson Note Maturity Date, in whole or in part, without premium or penalty. The Company is also required to prepay the Peterson Note, in full, prior to the Peterson Note Maturity Date from the proceeds of any equity or debt financing received by the Company of at least $1,000,000. As additional consideration for the Peterson Loan, the Company accelerated the vesting of 1,000,000 shares of restricted stock awarded to Mr. Peterson under the Company’s 2022 Equity Incentive Plan. The Peterson Note also provides for acceleration of payment of the outstanding principal balance and all accrued and unpaid interest in the case of an Event of Default (as such term is defined in the Peterson Note), where there is either a payment default or a bankruptcy event. As of April 30, 2024 and October 31, 2023, the Company has accrued interest on the loan in the amounts of $1,233 and $0, respectively.

April 2024 Debt Financings

On April 24, 2024, the Company entered into an Amended and Restated Securities Purchase Agreement (the “A&R SPA”), pursuant to which two institutional investors (the “April 2024 Investors”) provided an aggregate of $720,000 in financing on April 17, 2024 and April 24, 2024 (the “April 2024 Financings’) resulting in net proceeds to the Company, after offering expenses, of $664,000. The Company also issued to the April 2024 Investors an aggregate of 1,500,000 shares of common stock, as and for a commitment fee in connection with the April 2024 Financings (the “Commitment Shares”). The commitment shares were issued separately in two amounts of 750,000 common shares at fair values of $0.49 per share and $0.40 per share for values totaling $366,000 and $301,500, respectively; such amounts are debt issuance costs and were recorded as debt discounts to be amortized over the life of the agreement. As of April 30, 2024, the Company amortized $56,828 as noncash interest expense related to the commitment shares.

Pursuant to the provisions of the A&R SPA, the Company granted “piggy-back registration rights” to the April 2024 Investors for the registration for resale of the Commitment Shares and the Conversion Shares (defined hereafter). Additionally, until 18 months after the later of (i) August 16, 2024 or the full repayment of the April 2024 Investors Notes (defined hereafter), the Company provided the April 2024 Investors with the right to jointly participate in future financings in an amount up to 100% of any debt financing and up to 45% of any other type of financing. Further, the Company is prohibited from entering into any variable rate transactions for as long as the April 2024 Investors hold any of the Commitment Shares; provided, however, that the Company is permitted to enter into At-the-Market offerings with a nationally recognized broker-dealer. The Company has also agreed to use commercially reasonable efforts to consummate a reverse stock split of its shares of common stock, in the event that it is required in order to maintain the listing of its common stock on the NYSE American.

In connection with the April 2024 Financings, the Company issued Senior Secured Convertible Promissory Notes to the April 2024 Investors in the aggregate principal amount of $800,000 (the “April 2024 Investors Notes”), having an aggregate original issue discount of $80,000, or 10% of the aggregate principal amount of the April Notes. There is no interest payable on the outstanding balance of the April 2024 Investors Notes, unless an Event of Default has occurred, in which case interest will accrue on the outstanding balance of the April 2024 Investors Notes at a rate of 15% per annum until cured (the “Default Interest”). The Company may prepay all or any portion of the April 2024 Investors Notes at any time, provided that it also makes an equal prepayment, with respect to each of the April 2024 Investors Notes, and must prepay both of the April 2024 Investors Notes in full from the proceeds of any debt or equity financing of the Company generating, in a single transaction or a series of related transactions, gross proceeds of not less than $1,000,000, during any time that either of the April 2024 Investors Notes remain outstanding. In May 2024, the April 2024 Investors have provided limited waivers to the Company, which waivers require the Company to only pay 50% of the outstanding balance of the April 2024 Investors Notes upon any equity or debt financing generating less than $5,000,000 in gross proceeds if such financing takes place before June 30, 2024. The maturity date of both April 2024 Investors Notes is August 16, 2024. The Company also incurred debt issuance costs of $56,000 in connection with the issuance of the April 2024 Investor Notes; the values of such costs and the original issue discount noted above (which total $136,000) are recorded as debt discounts and amortized as the life of the April 2024 Investors Notes; as of April 30, 2024, the balance of April 2024 Investor Notes, net of discounts, was $65,918 and the Company amortized $12,590 as noncash interest expense related to these debt discounts.

The April 2024 Investors Notes are convertible into shares common stock of the Company (the “Conversion Shares”) at a per share conversion price of $0.25, subject to certain adjustments. The April 2024 Investors Notes also contain certain beneficial ownership limitations prohibiting the April 2024 Investors from converting the April 2024 Investors Notes, if any such conversion would result in an April 2024 Investor’s ownership of shares in excess of the applicable beneficial ownership limitation. The April 2024 Investors Notes also contain customary provisions constituting an Event of Default (as such term is defined in the April 2024 Investors Notes) and, in addition to the requirement to pay Default Interest upon an Event of Default, after an Event of Default has existed for at least 15 days without being cured, the April 2024 Investors Notes may be accelerated by the April 2024 Investors, in which case they will become immediately due and payable.

The Company also granted to the April 2024 Investors a senior security interest in and to all of the Company’s assets and non-real estate properties, subject to certain exceptions, securing repayment of the April 2024 Investors Notes as set forth in an Amended and Restated Security Agreement, dated April 24, 2024, between the Company and the April 2024 Investors (the “A&R Security Agreement”).

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STOCKHOLDERS’ EQUITY

6 Months Ended

Apr. 30, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 10 – STOCKHOLDERS’ EQUITY

Common Shares

On November 11, 2023, the Company entered into an agreement with a vendor to provide marketing and distribution services for a period of six months, with compensation in the form of 200,000 shares. The Company issued the vendor 200,000 common shares at a fair market value price of $0.48 per share for a total amount of $95,200; one half of this amount was recognized as marketing fees in the previous quarter and the other half was recognized in the current quarter.

On December 18, 2023, December 29, 2023 and January 12, 2024, the Company issued conversion shares which numbered 367,858, 367,858 and 367,858, respectively, at fair values per share of $0.34, $0.31 and $0.29, respectively, for total amounts of $125,072, $114,036 and $105,575, with cash payments of $36,698, $35,837 and $49,935 made to the investor for the difference between the monthly conversion price and the floor price listed in the most recent amendment to the agreement (see Note 9). Additionally, losses in the amounts of $36,770, $24,873 and $30,510, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts.

On February 1, 2024, February 16, 2024, March 22, 2024 and April 2, 2024, the Company issued conversion shares numbering 1,839,286, 858,333, 858,333 and 5,149,997, respectively, at fair values per share of $0.24, $0.13, $0.10 and $0.17, respectively, for total amounts of $441,428, $113,300, $84,117 and $881,165, with a cash payment of $32,247 made to the investor for the difference between the monthly conversion price and the floor price listed in the most recent amendment to the agreement for the February 16, 2024 conversion (see Note 9). Additional shares of 2,395,511 and 351,507, respectively, were issued on February 1, 2024 and April 15, 2024, respectively, at fair values of $0.24 and $0.63, respectively, for total amounts of $574,779 and $221,449, respectively; these share issuances were made in lieu of additional cash payments related to the February 1, 2024 and March 22, 2024 principal payment conversions. Additionally, losses in the amounts of $391,447, $20,547, $180,566 and $131,165, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts.

On February 2, 2024 and February 5, 2024, the Company made principal payments towards the second tranche in the amounts of $275,000 and $275,000, respectively, which it converted into shares at 103% for conversion amounts of $283,250 and $283,250, respectively. Conversion shares were issued numbering 1,888,333 and 1,888,334, respectively, at fair values per share of $0.17 and $0.18, respectively, for total amounts of $323,094 and $339,334, respectively. Additionally, losses in the amounts of $48,094 and $64,334, respectively, were recognized for the difference between the value of the shares issued and the principal payment amounts.

On March 20, 2024, the Company issued 100,000 shares of common stock to a consultant as a settlement for non-performed marketing services per an agreement dated November 2021; such shares were issued at a fair value of $0.11 per share for a total value of $10,500.

On March 26, 2024, the Company entered into an agreement with consultants to provide marketing services; the agreement has an effective date of April 26, 2024 and a term from April 1, 2024 through June 30, 2024. The terms provide for a one-time cash payment of $100,000 or, in lieu of a cash payment, the Company may elect to complete a one-time equity issuance in the form of 1,000,000 shares of common stock, as well as monthly cash payments of $10,000 to be paid in April, May and June 2024. The Company issued one million shares of common stock at a fair value of $0.37 per share for a total amount of $368,000.

On April 16, 2024 and April 24, 2024, the Company issued 750,000 shares of common stock and 750,000 shares of common stock respectively, to the April 2024 Investors as and for a commitment fee in connection with the April 2024 Financings. The commitment shares were issued at fair values of $0.49 per share and $0.40 per share, respectively, for values totaling $366,000 and $301,500, respectively.

On April 29, 2024, the Company entered an agreement with consultants to provide marketing services; the agreement has a term from April 29, 2024 through October 29, 2024. The terms provide for a $30,000 cash payment and the issuance of 600,000 shares of common stock. The Company issued 600,000 shares of common stock at a fair value of $0.37 per share for a total amount of $220,800.

Warrants

October 2023 SPA with Warrants

On October 4, 2023 and December 29, 2023, the Company entered into placement agent agreements with Spartan (see Note 8 for further information) for their role in connection with the two tranche fundings related to the October 2023 SPA; among other things, the agreements provide the agent with equity-classified warrants to purchase a number of common shares equal to 5% of the number of common shares initially issuable upon conversion of each note tranche. For the first tranche, the Company issued to Spartan warrants to purchase 83,333 shares of common stock with a fair value of $38,029; the factors used to determine fair value were a share price of $0.55, an exercise price of $1.32, an expected term of 5 years, annualized volatility of 137.10%, a dividend rate of zero percent and a discount rate of 4.72%. For the second tranche, the Company issued to Spartan warrants to purchase 55,000 common shares of common stock with a fair value of $14,753; the factors used to determine fair value were a share price of $0.32, an exercise price of $0.55, an expected term of 5 years, annualized volatility of 137.10%, a dividend rate of zero percent and a discount rate of 3.93%.

On January 2, 2024, the second tranche of the October 2023 SPA was funded (see Note 9 for further information); in connection with this funding, the Company issued to the investor equity warrants to purchase up to 445,564 shares of common stock with an aggregate relative fair value of $98,708; the factors used to determine fair value were a share price of $0.32, an exercise price of $0.50, an expected term of 5 years, annualized volatility of 137.10%, a dividend rate of zero percent and a discount rate of 3.93%.

A summary of the warrant activity during the six months ended April 30, 2024 is presented below:

					Weighted
			Weighted		Average
	Number of		Average Exercise		Remaining Life
	Warrants		Price		in Years		Intrinsic Value
Outstanding November 1, 2023		1,766,702	$	1.12		7.3	$	-
Issued		583,897		0.62		4.6		-
Outstanding, April 30, 2024		2,350,599	$	0.99		3.7	$	125,600
Exercisable, April 30, 2024		2,295,599	$	0.99		3.7	$	125,600

A summary of outstanding and exercisable warrants as of April 30, 2024 is presented below:

Warrants Outstanding				Warrants Exercisable
				Weighted
				Average
Exercise		Number of		Remaining		Number of
Price		Shares		Life in Years		Shares
$	0.01		400,000		4.0		400,000
$	1.50		400,000		0.6		400,000
$	3.30		100,000		4.0		100,000
$	1.20		866,702		4.4		866,702
$	1.32		83,333		4.4		83,333
$	0.50		445,564		4.7		445,564
$	0.55		55,000		-		-
			2,350,599		3.7		2,295,599

Stock Options

A summary of the option activity during the six months ended April 30, 2024 is presented below:

					Weighted Average
	Number of		Weighted Average		Remaining Life
	Options		Exercise Price		in Years		Intrinsic Value
Outstanding, November 1, 2021		120,000	$	0.52		4.3	$	-
Issued		-		-		-		-
Outstanding, April 30, 2024		120,000	$	0.52		4.3	$	-
Exercisable, April 30, 2024		105,000	$	0.52		4.3	$	-

A summary of outstanding and exercisable options as of April 30, 2024 is presented below:

Options Outstanding				Options Exercisable
				Weighted Average
Exercise Price		Number of Shares		Remaining Life in Years	Number of Shares
$	0.52		120,000	4.3		120,000
			120,000			120,000

On August 15, 2023, the Company issued five-year options to purchase 120,000 shares of the Company’s common stock to a consultant of the Company, pursuant to the Plan. The options have an exercise price of $0.52 per share and vest monthly over a period of 24 months, beginning on the vesting commencement date, which is May 1, 2022 per the option agreement. The options have a grant date fair value of $55,711, which will be recognized over the vesting term.

The assumptions used in the Black-Scholes valuation method for these options issued in 2023 were as follows:  

Risk free interest rate	4.36	%
Expected term (years)	5.0
Expected volatility	137.1	%
Expected dividends rate	0	%

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SUBSEQUENT EVENTS

6 Months Ended

Apr. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

In accordance with ASC 855 - Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events and transactions that occurred after April 30, 2024 through the date the unaudited condensed financial statements are available for issuance. During this period, the Company did not have any material reportable subsequent events, except as disclosed below.

Compliance with NYSE American

On May 1, 2024, the NYSE American notified the Company that it had regained compliance with the NYSE American listing requirements with respect to Section 1003(f)(v) of the NYSE American Company Guide due to its shares of common stock demonstrating sustained price improvement (see Note 8).

Dismissal of Independent Registered Public Accounting Firm

On May 6, 2024, the audit committee of the Board of Directors of the Company approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent registered public accounting firm.

The reports of BF Borgers on the Company’s consolidated financial statements for the fiscal years ended October 31, 2023, and October 31, 2022, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to the Company’s ability to continue as a going concern.

During the fiscal years ended October 31, 2023, and October 31, 2022, and through the date of termination, May 6, 2024, there were no “disagreements” with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended October 31, 2023, and October 31, 2022, and through May 6, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K).

The Company provided BF Borgers with a copy of the disclosure made herein in response to Item 304(a) of Regulation S-K. In the event BF Borgers does not furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “Commission”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not BF Borgers agrees with the statements made by the Company in this report, no further action is required due to the fact that BF Borgers is not currently permitted to appear or practice before the Commission as noted in Staff Statement on Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC, which was disseminated by the Commission on May 3, 2024.

Appointment of Independent Registered Public Accounting Firm

Effective May 8, 2024, the Company retained Bush & Associates CPA LLC (“Bush & Associates”), as its independent registered public accounting firm. The decision to engage Bush & Associates as the Company’s independent registered public accounting firm was approved by the Company’s audit committee and its board of directors.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Apr. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Amounts presented in the balance sheet as of October 31, 2023 are derived from our audited financial statements as of that date. The unaudited condensed financial statements as of and for the three- and six-month periods ended April 30, 2024 and 2023 have been prepared in accordance with U.S. GAAP and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K/A filed with the SEC on June 13, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transaction and disclosure of contingent assets and liabilities at the date of the financial statements, and the revenue and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Some of the more significant estimates required to be made by management include estimates of oil and natural gas reserves (when and if assigned) and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, accounts receivable, bad debt expense, ARO and the valuation of equity-based transactions. Accordingly, actual results could differ significantly from those estimates.

Revenue Recognition

Revenue Recognition

ASU 2014-09, “Revenue from Contracts with Customers” (“Topic 606”) requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services; refer to Note 5 – Revenue from Contracts with Customers for additional information.

The Company’s revenue is comprised of revenue from exploration and production activities to produce oil. The Company’s oil is sold to one customer who is a marketer, and payment is received in the month following delivery.

The Company recognizes sales revenues from oil when control transfers to the customer at the time of delivery. Revenue is measured based on the contract price, which may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation or short load fees.

Revenues are recognized for the sale of the Company’s percentage of working interest, adjusted for any incoming and outstanding expenses and oil and gas assessments.

Debt Issuance Costs

Debt Issuance Costs

Costs incurred in connection with the issuance of the Company’s debt have been recorded as a direct reduction against the debt and amortized over the life of the associated debt as a component of interest expense. As of April 30, 2024 and October 31, 2023, the Company recorded $166,978 and $350,320 in debt issuance costs, respectively.

Oil and Gas Assets and Exploration Costs – Successful Efforts

Oil and Gas Assets and Exploration Costs – Successful Efforts

The Company’s projects are in exploration and/or early production stages and the Company began generating revuenue from its operations during the quarterly period ended April 30, 2024. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory, geological, and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. If an exploratory property provides evidence to justify potential development of reserves, drilling costs associated with the property are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. At the end of each quarter, management reviews the status of all suspended exploratory property costs considering ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts. If management determines that future appraisal drilling or development activities are unlikely to occur, associated exploratory well costs are expensed.

Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers. The Company currently has one well that is producing and is evaluating the impact of production on the reserve determination for that well and field. As of April 30, 2024 and October 31, 2023, all of the Company’s oil and gas properties were classified as unproved properties and were not subject to depreciation, depletion and amortization.

Unproved oil and natural gas properties

Unproved oil and natural gas properties

Unproved oil and natural gas properties have unproved lease acquisition costs, which are capitalized until the lease expires or otherwise until the Company specifically identifies a lease that will revert to the lessor, at which time the Company charges the associated unproved lease acquisition costs to exploration costs.

Unproved oil and natural gas properties are not subject to amortization and are assessed periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. The Company currently has one well that is producing and is evaluating the impact of production on the reserve determination for that well and field. All of the Company’s natural gas properties were classified as unproved as of April 30, 2024 and October 31, 2023; see further discussion in Note 6.

Impairment of Other Long-lived Assets

Impairment of Other Long-lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. With regards to oil and gas properties, this assessment applies to proved properties.

Asset Retirement Obligations

Asset Retirement Obligations

ARO consists of future plugging and abandonment expenses on oil and natural gas properties. In connection with the South Salinas Project (“SSP”) acquisition described above, the Company acquired the plugging and abandonment liabilities associated with six non-producing wells. The fair value of the ARO was recorded as a liability in the period in which the wells were acquired with a corresponding increase in the carrying amount of oil and natural gas properties not subject to impairment. The Company plans to utilize the six wellbores acquired in the SSP acquisition in future exploration, production and/or disposal (i.e., disposal of produced water or CO2 by injection) activities. The liability is accreted for the change in its present value each period based on the expected dates that the wellbores will be required to be plugged and abandoned. The capitalized cost of ARO is included in oil and gas properties and is a component of oil and gas property costs for purposes of impairment and, if proved reserves are found, such capitalized costs will be depreciated using the units-of-production method. The asset and liability are adjusted for changes resulting from revisions to the timing or the amount of the original estimate when deemed necessary. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.

Components of the changes in ARO are shown below:

ARO, ending balance – October 31, 2023	$	51,091
Accretion expense		1,389
ARO, ending balance – April 30, 2024		52,480
Less: ARO – current		2,778
ARO, net of current portion – April 30, 2024	$	49,702

Related Parties

Related Parties

Related parties are directly or indirectly related to the Company, through one or more intermediaries and are in control, controlled by, or under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. On September 14, 2021, the Company acquired an 82.75% working interest (which was subsequently increased to an 85.75% working interest as of April 2023) in the SSP from Trio LLC in exchange for cash, a note payable to Trio LLC and the issuance of 4.9 million shares of common stock. As of the date of the acquisition, Trio LLC owned 45% of the outstanding shares of the Company and was considered a related party. As of April 30, 2024 and October 31, 2023, Trio LLC owned less than 1% and 1%, respectively, of the outstanding shares of the Company.

Environmental Expenditures

Environmental Expenditures

The operations of the Company have been, and may in the future be, affected from time to time to varying degrees by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

All recently issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Apr. 30, 2024

Accounting Policies [Abstract]

SCHEDULE OF COMPONENTS OF CHANGES IN ARO

Components of the changes in ARO are shown below:

ARO, ending balance – October 31, 2023	$	51,091
Accretion expense		1,389
ARO, ending balance – April 30, 2024		52,480
Less: ARO – current		2,778
ARO, net of current portion – April 30, 2024	$	49,702

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REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)

6 Months Ended

Apr. 30, 2024

Revenue from Contract with Customer [Abstract]

SCHEDULE OF DISAGGREGATES REVENUE

The following table disaggregates revenue by significant product type for the three- and six-month periods ended April 30, 2024 and 2023:

	Three Months Ended April 30, 2024		Three Months Ended April 30, 2023		Six Months Ended April 30, 2024		Six Months Ended April 30, 2023
Oil sales	$	73,915	$	-	$	73,915	$	-
Total revenue from customers	$	73,915	$	-	$	73,915	$	-

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OIL AND NATURAL GAS PROPERTIES (Tables)

6 Months Ended

Apr. 30, 2024

Property, Plant and Equipment [Abstract]

SCHEDULE OF OIL AND NATURAL GAS PROPERTIES

The following tables summarize the Company’s oil and gas activities.

	As of		As of
	April 30, 2024		October 31, 2023
Oil and gas properties – not subject to amortization	$	11,008,673	$	9,947,742
Accumulated impairment		—		—
Oil and gas properties – not subject to amortization, net	$	11,008,673	$	9,947,742

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NOTES PAYABLE (Tables)

6 Months Ended

Apr. 30, 2024

Debt Disclosure [Abstract]

SCHEDULE OF NOTES PAYABLE

Notes payable as of April 30, 2024 and October 31, 2023 consisted of the following:

	As of		As of
	April 30, 2024		October 31, 2023
Convertible note, net of discounts	$	-	$	1,217,597
Promissory notes, net of discounts		238,386		-
Notes payable – related parties		310,066		-
Total Notes payable	$	548,452	$	1,217,597

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STOCKHOLDERS’ EQUITY (Tables)

6 Months Ended

Apr. 30, 2024

Equity [Abstract]

SCHEDULE OF WARRANT ACTIVITY

A summary of the warrant activity during the six months ended April 30, 2024 is presented below:

					Weighted
			Weighted		Average
	Number of		Average Exercise		Remaining Life
	Warrants		Price		in Years		Intrinsic Value
Outstanding November 1, 2023		1,766,702	$	1.12		7.3	$	-
Issued		583,897		0.62		4.6		-
Outstanding, April 30, 2024		2,350,599	$	0.99		3.7	$	125,600
Exercisable, April 30, 2024		2,295,599	$	0.99		3.7	$	125,600

SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS

A summary of outstanding and exercisable warrants as of April 30, 2024 is presented below:

Warrants Outstanding				Warrants Exercisable
				Weighted
				Average
Exercise		Number of		Remaining		Number of
Price		Shares		Life in Years		Shares
$	0.01		400,000		4.0		400,000
$	1.50		400,000		0.6		400,000
$	3.30		100,000		4.0		100,000
$	1.20		866,702		4.4		866,702
$	1.32		83,333		4.4		83,333
$	0.50		445,564		4.7		445,564
$	0.55		55,000		-		-
			2,350,599		3.7		2,295,599

SCHEDULE OF STOCK OPTION ACTIVITY

A summary of the option activity during the six months ended April 30, 2024 is presented below:

					Weighted Average
	Number of		Weighted Average		Remaining Life
	Options		Exercise Price		in Years		Intrinsic Value
Outstanding, November 1, 2021		120,000	$	0.52		4.3	$	-
Issued		-		-		-		-
Outstanding, April 30, 2024		120,000	$	0.52		4.3	$	-
Exercisable, April 30, 2024		105,000	$	0.52		4.3	$	-

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

A summary of outstanding and exercisable options as of April 30, 2024 is presented below:

Options Outstanding				Options Exercisable
				Weighted Average
Exercise Price		Number of Shares		Remaining Life in Years	Number of Shares
$	0.52		120,000	4.3		120,000
			120,000			120,000

SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES VALUATION METHOD FOR OPTIONS

The assumptions used in the Black-Scholes valuation method for these options issued in 2023 were as follows:  

Risk free interest rate	4.36	%
Expected term (years)	5.0
Expected volatility	137.1	%
Expected dividends rate	0	%

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NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative)					1 Months Ended
	Nov. 10, 2023 USD ($) a	Apr. 20, 2023 USD ($) shares	Dec. 17, 2021 USD ($) $ / shares shares	Sep. 14, 2021 USD ($) ft² shares	Dec. 31, 2023 USD ($)	Nov. 30, 2023 USD ($) a	Apr. 30, 2024 a ft² $ / shares	Feb. 26, 2024 $ / shares	Oct. 31, 2023 ft² $ / shares	Oct. 16, 2023	Apr. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land | a							8,417
Common stock price per share | $ / shares							$ 0.0001	$ 0.0001	$ 0.0001
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares sold | shares		2,000,000
Gross proceeds from sale of shares		$ 6,000,000
Trio LLC [Member] | Ken Fron Field [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Working interest									21.91832%
Trio LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued | shares				4,900,000
Business acquisition percentage				45.00%			1.00%		1.00%
Trio LLC [Member] | South Salinas Project [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Working interest				82.75%							85.75%
Purchase and Sale Agreement [Member] | Trio LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land | ft²							9,300		9,300
Payments to acquire businesses net of cash acquired				$ 300,000
Non interest bearing notes payable			$ 3,700,000
Number of shares issued | shares			4,900,000
Common stock price per share | $ / shares			$ 0.0001
Working interest percentage											3.00%
Purchase and Sale Agreement [Member] | Trio LLC [Member] | South Salinas Project [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Working interest				82.75%
Area of land | ft²				9,300
McCool Ranch Purchase Agreement [Member] | Trio LLC [Member] | Ken Fron Field [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Working interest									21.91832%	21.91832%
ARLO Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land | a	960
Payments to acquire loans and lease	$ 2,000,000
Business combination agreement and funded amount					$ 200,000
Finance lease interest percentage					2.00%
ARLO Agreement [Member] | Heavy Sweet Oil [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land | a						960
Business acquisition description						November 2023, the Company entered into a leasehold acquisition and development option agreement (“ARLO Agreement”) with Heavy Sweet Oil, LLC (“HSO”), which gives the Company a 9-month option for the exclusive right to acquire up to a 20% interest in a 960-acre drilling and production program in the Asphalt Ridge leases for $2,000,000.
Percentage of production share						20.00%
Payments to acquire loans and lease						$ 2,000,000

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SCHEDULE OF COMPONENTS OF CHANGES IN ARO (Details) - USD ($)	3 Months Ended		6 Months Ended
	Apr. 30, 2024	Apr. 30, 2023	Apr. 30, 2024	Apr. 30, 2023	Oct. 31, 2023
Accounting Policies [Abstract]
ARO, beginning balance			$ 51,091
Accretion expense	$ 694	$ 694	1,389	$ 1,389
ARO, ending balance	52,480		52,480
Less: ARO - current	2,778		2,778
ARO, net of current portion	$ 49,702		$ 49,702		$ 48,313

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) shares in Millions	Sep. 14, 2021	Apr. 30, 2024	Oct. 31, 2023	Apr. 30, 2023
Debt issuance costs		$ 166,978	$ 350,320
Trio LLC [Member]
Issuance of shares	4.9
Business acquisition percentage	45.00%	1.00%	1.00%
Trio LLC [Member] | South Salinas Project [Member]
Business acquisition percentage.	82.75%			85.75%

XML

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($)	1 Months Ended				6 Months Ended
	Apr. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Oct. 31, 2023	Apr. 30, 2024
Short-Term Debt [Line Items]
Cash	$ 220,647			$ 1,561,924	$ 220,647
Working capital	1,213,963				1,213,963
Proceeds from convertible debt					550,000
Accumulated deficit	16,194,865			10,446,882	$ 16,194,865
Chief Executive Officer [Member]
Short-Term Debt [Line Items]
Proceeds from secured debt		$ 125,000
Investor [Member]
Short-Term Debt [Line Items]
Proceeds from secured debt		$ 184,500
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Proceeds from convertible debt			$ 2,371,500	$ 2,371,500
Convertible Notes Payable [Member] | Investor [Member]
Short-Term Debt [Line Items]
Proceeds from convertible debt	$ 720,000

XML

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)		6 Months Ended
	Apr. 20, 2023	Apr. 30, 2024	Apr. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Proceeds from public offering	$ 4,940,000		$ 6,000,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of sale of stock	2,000,000
Sale of stock price per share	$ 3.00
Proceeds from sale of stock	$ 6,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase shares	100,000
Warrants exercise price	$ 3.30
Public offering price, percentage	110.00%

XML

SCHEDULE OF DISAGGREGATES REVENUE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Apr. 30, 2024	Apr. 30, 2023	Apr. 30, 2024	Apr. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue from customers	$ 73,915		$ 73,915
Oil Sales [Member]
Disaggregation of Revenue [Line Items]
Total revenue from customers	$ 73,915		$ 73,915

XML

REVENUE FROM CONTRACTS WITH CUSTOMERS (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Apr. 30, 2024	Apr. 30, 2024	Apr. 30, 2023
Disaggregation of Revenue [Line Items]
Contract liabilities	$ 0	$ 0	$ 0
Oil And Natural Gas Revenue [Member] | One Purchaser [Member] | Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Concentration of credit risk percentage	10.00%	10.00%

XML

SCHEDULE OF OIL AND NATURAL GAS PROPERTIES (Details) - USD ($)	Apr. 30, 2024	Oct. 31, 2023
Property, Plant and Equipment [Abstract]
Oil and gas properties – not subject to amortization	$ 11,008,673	$ 9,947,742
Accumulated impairment
Oil and gas properties – not subject to amortization, net	$ 11,008,673	$ 9,947,742

XML

OIL AND NATURAL GAS PROPERTIES (Details Narrative)					1 Months Ended		2 Months Ended	3 Months Ended		6 Months Ended
	Apr. 30, 2024 USD ($) a	Dec. 29, 2023 USD ($)	Nov. 10, 2023 USD ($) a	Oct. 16, 2023 USD ($)	Jan. 31, 2024 USD ($)	Oct. 31, 2023 USD ($)	Mar. 31, 2023 USD ($) a ft²	Apr. 30, 2024 USD ($) a	Apr. 30, 2023 USD ($)	Apr. 30, 2024 USD ($) a	Apr. 30, 2023 USD ($)	May 27, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Exploration costs								$ 40,223	$ 25,415	$ 124,817	$ 25,415
Capitalized costs										$ 1,200,000	1,500,000
Area of land | a	8,417							8,417		8,417
Non refundable payment												$ 252,512
Long-term purchase commitment, amount						$ 200,000
Purchase option paid amount					$ 25,000
McCool Ranch Purchase Agreement [Member]
Property, Plant and Equipment [Line Items]
Payment of execution				$ 100,000		100,000
Adjustments to additional paid in capital, other				$ 400,000		400,000
Adjustments to additional paid in capital, assets										$ 215,000
Adjustments to additional paid in capital, liability										$ 185,000
Option Pay Two Initial Payment [Member]
Property, Plant and Equipment [Line Items]
Long-term purchase commitment, amount						12,500
Final Subsequent Payment [Member]
Property, Plant and Equipment [Line Items]
Long-term purchase commitment, amount					$ 175,000	$ 175,000
ARLO Agreement [Member]
Property, Plant and Equipment [Line Items]
Area of land | a			960
Percentage of interest of leases			20.00%
Payments to acquire loans and lease			$ 2,000,000
ARLO Agreement [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Payments to acquire loans and lease			$ 500,000
Amended AR Agreement [Member]
Property, Plant and Equipment [Line Items]
Amount agreed to fund		$ 200,000
Amended ARLO Agreement [Member]
Property, Plant and Equipment [Line Items]
Percentage of interest of leases		2.00%
Total purchase price of lease		$ 500,000
Proceeds from lease payments	$ 225,000
Percentage of interest to acquire infrastructure	2.25%
Trio LLC [Member] | Ken Fron Field [Member]
Property, Plant and Equipment [Line Items]
Working interest						21.91832%
Trio LLC [Member] | Ken Fron Field [Member] | McCool Ranch Purchase Agreement [Member]
Property, Plant and Equipment [Line Items]
Working interest				21.91832%		21.91832%
Second Aforementioned [Member]
Property, Plant and Equipment [Line Items]
Area of land | a	160							160		160
Delay rental payments | a	30							30		30
Group One [Member]
Property, Plant and Equipment [Line Items]
Area of land | a							360
Lease term							20 years
Payments for rent							$ 25
Group Two [Member]
Property, Plant and Equipment [Line Items]
Area of land | ft²							307.75
Lease term							20 years
Payments for rent							$ 30
Support Equipment and Facilities [Member]
Property, Plant and Equipment [Line Items]
Exploration costs										$ 600,000	1,300,000
Acquisition costs										$ 600,000	$ 200,000

XML

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					1 Months Ended				3 Months Ended		6 Months Ended
	Mar. 26, 2024	Oct. 23, 2023	Oct. 16, 2023	Sep. 02, 2023	Oct. 31, 2023	May 31, 2023	Oct. 31, 2022	Feb. 28, 2022	Apr. 30, 2024	Apr. 30, 2023	Apr. 30, 2024	Apr. 30, 2023	Feb. 26, 2024
Related Party Transaction [Line Items]
Working interest percentage											85.75%
Due from operators									$ 171,270		$ 171,270
Payable to related party											$ 185,066
Common stock, par value, per share					$ 0.0001				$ 0.0001		$ 0.0001		$ 0.0001
Aggregate fair value												372,000
Stock based compensation									$ 504,912	$ 70,228	$ 912,530	$ 110,985
Share-based compensation arrangement by share-based payment award, option, nonvested, weighted average exercise price		$ 0.27
Unsecured debt	$ 125,000
Gross proceeds											125,000
Michael L Peterson [Member]
Related Party Transaction [Line Items]
Annual based salary			$ 350,000
Discretionary bonus percentage			100.00%
Short term debt	125,000
Unsecured debt	$ 125,000
Interest rate	10.00%
Gross proceeds	$ 1,000,000
Mr Peterson [Member]
Related Party Transaction [Line Items]
Stock based compensation									233,505		267,659
Unrecognized expense									0		0
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Short term debt	$ 125,000
Interest rate	10.00%
Gross proceeds	$ 1,000,000
Restricted Stock Units (RSUs) [Member]
Related Party Transaction [Line Items]
Stock based compensation									41,364		177,259
Restricted Stock Units (RSUs) [Member] | 2022 Equity Incentive Plan [Member]
Related Party Transaction [Line Items]
Restricted shares, vesting rate								25.00%
Restricted Stock Units (RSUs) [Member] | Mr Frank Ingriselli [Member] | 2022 Equity Incentive Plan [Member]
Related Party Transaction [Line Items]
Grant of restricted shares								1,000,000
Restricted Stock Units (RSUs) [Member] | Mr Greg Overholtzer [Member] | 2022 Equity Incentive Plan [Member]
Related Party Transaction [Line Items]
Grant of restricted shares								100,000
Restricted Stock Units (RSUs) [Member] | Six Employee Agreement [Member]
Related Party Transaction [Line Items]
Aggregate fair value											1,505,000
Stock based compensation									183,654		373,499
Grant of restricted shares						700,000
Restricted shares, vesting rate						25.00%
Fair value, per share						$ 2.15
Unrecognized expense									691,282		691,282
Restricted Stock Units (RSUs) [Member] | Mr Peterson [Member]
Related Party Transaction [Line Items]
Restricted shares, vesting rate		25.00%
Restricted shares		1,000,000
Restricted value		$ 271,000
Restricted Stock Units (RSUs) [Member] | Mr Peterson [Member] | 2022 Equity Incentive Plan [Member]
Related Party Transaction [Line Items]
Grant of restricted shares	1,000,000
Common Stock [Member]
Related Party Transaction [Line Items]
Issuance of common stock for cash, net, shares												400,000
Aggregate fair value												$ 40
Common Stock [Member] | Restricted Stock Units (RSUs) [Member]
Related Party Transaction [Line Items]
Issuance of common stock for cash, net, shares				425,000
Common stock, par value, per share				$ 0.0001
Shares issued, price per share				$ 0.64
Aggregate fair value				$ 273,275
McCool Ranch Purchase Agreement [Member]
Related Party Transaction [Line Items]
Payment of execution			$ 100,000		$ 100,000
Adjustments to additional paid in capital, other			400,000		$ 400,000
Proceeds from related party debt			$ 215,000
Payable to related party											$ 185,000
Trio LLC [Member] | Ken Fron Field [Member]
Related Party Transaction [Line Items]
Working interest					21.91832%
Trio LLC [Member] | McCool Ranch Purchase Agreement [Member] | Ken Fron Field [Member]
Related Party Transaction [Line Items]
Working interest			21.91832%		21.91832%
South Salinas Project [Member]
Related Party Transaction [Line Items]
Working interest percentage											3.80%
Due from operators					$ 21,651				63,878		$ 63,878
Restricted Share Issued To Executives And Employees [Member] | Restricted Stock Units (RSUs) [Member] | Executives [Member]
Related Party Transaction [Line Items]
Stock based compensation									39,428	$ 39,428	80,185	$ 80,185
Unrecognized expense									$ 75,312		$ 75,312
Restricted Share Issued To Executives And Employees [Member] | Restricted Stock Units (RSUs) [Member] | Executives [Member] | 2022 Equity Incentive Plan [Member]
Related Party Transaction [Line Items]
Issuance of common stock for cash, net, shares							1,100,000
Aggregate fair value							$ 323,400
Fair value, per share								$ 0.294
Related Party [Member]
Related Party Transaction [Line Items]
Unsecured debt	$ 125,000
Related Party [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Short term debt	$ 125,000

XML

COMMITMENTS AND CONTINGENCIES (Details Narrative)						1 Months Ended		3 Months Ended	6 Months Ended
	Apr. 30, 2024 USD ($) a $ / shares	Dec. 29, 2023 USD ($) $ / shares shares	Nov. 10, 2023 USD ($) a	Oct. 04, 2023 $ / shares shares	Jul. 11, 2022 USD ($)	Mar. 31, 2023 USD ($) a	Feb. 28, 2023 USD ($) a	Apr. 30, 2024 USD ($) a $ / shares	Apr. 30, 2024 USD ($) a $ / shares	Feb. 26, 2024 $ / shares	Oct. 31, 2023 $ / shares	Oct. 31, 2022 USD ($)	May 27, 2022 USD ($)
Loss Contingencies [Line Items]
Area of land | a	8,417							8,417	8,417
Non refundable payment | $													$ 252,512
Common stock, par value | $ / shares	$ 0.0001							$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
IPO [Member]
Loss Contingencies [Line Items]
Directors fees | $								$ 54,000	$ 110,685
Director [Member]
Loss Contingencies [Line Items]
Annual retainer, additional | $					$ 50,000
Board Committee [Member]
Loss Contingencies [Line Items]
Annual retainer, additional | $					$ 10,000
Advisors [Member]
Loss Contingencies [Line Items]
Agreement with advisors, description				i) a cash fee 7.5% of the aggregate proceeds raised in the sale and ii) warrants to purchase a number of common shares equal to 5% of the number of common shares initially issuable upon conversion of each note tranche; warrants to purchase 83,333 and 55,000 common shares with exercise prices of $1.32 and $0.55 for the first and second tranches, respectively, were issued to Spartan as of January 31, 2024. Such warrants may be exercised beginning 6 months after issuance until four- and one-half years thereafter.
Shares issued warrants to purchase | shares		55,000		83,333
Exercise price of warrants or rights | $ / shares		$ 0.55		$ 1.32
ARLO Agreement [Member]
Loss Contingencies [Line Items]
Area of land | a			960
Percentage of interest			20.00%
Payments to acquire loans and lease | $			$ 2,000,000
ARLO Agreement [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Payments to acquire loans and lease | $			$ 500,000
Amended AR Agreement [Member]
Loss Contingencies [Line Items]
Amount agreed to fund | $		$ 200,000
Amended ARLO Agreement [Member]
Loss Contingencies [Line Items]
Percentage of interest		2.00%
Total purchase price of lease | $		$ 500,000
Proceeds from lease payments | $	$ 225,000
Percentage of interest to acquire infrastructure	2.25%
Parcel 1 [Member]
Loss Contingencies [Line Items]
Area of land | a	480							480	480
Parcel 2 [Member]
Loss Contingencies [Line Items]
Area of land | a	320							320	320
Leasehold [Member]
Loss Contingencies [Line Items]
Area of land | a	800							800	800
First Aforementioned [Member] | Unproved Property Lease [Member]
Loss Contingencies [Line Items]
Area of land | a	8,417							8,417	8,417
Non refundable payment | $												$ 252,512
Second Aforementioned [Member]
Loss Contingencies [Line Items]
Area of land | a	160							160	160
Delay rental payments | a	30							30	30
Second Aforementioned [Member] | Unproved Property Lease [Member]
Loss Contingencies [Line Items]
Area of land | a	160							160	160
Delay rental payments | a	30							30	30
First Group [Member] | Unproved Property Lease [Member]
Loss Contingencies [Line Items]
Area of land | a						360	360
Payments for rent | $						$ 25	$ 25
Second Group [Member] | Unproved Property Lease [Member]
Loss Contingencies [Line Items]
Area of land | a						307.75	307.75
Lease, term						20 years	20 years
Payments for rent | $						$ 30	$ 30

XML

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	Apr. 30, 2024	Jan. 31, 2024	Oct. 31, 2023
Convertible note, net of discounts		$ 1,217,597	$ 1,217,597
Total Notes payable	548,452	1,217,597
Related Party [Member]
Total Notes payable	310,066
Promissory Note [Member]
Total Notes payable	$ 238,386

XML

NOTES PAYABLE (Details Narrative)																	1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 30, 2024 USD ($) $ / shares	Apr. 24, 2024 USD ($) $ / shares shares	Apr. 15, 2024 USD ($) $ / shares shares	Apr. 02, 2024 USD ($) $ / shares shares	Mar. 27, 2024 USD ($) $ / shares	Mar. 26, 2024 USD ($) shares	Mar. 22, 2024 USD ($) $ / shares shares	Feb. 16, 2024 USD ($) $ / shares shares	Feb. 05, 2024 USD ($) $ / shares shares	Feb. 02, 2024 USD ($) $ / shares shares	Feb. 01, 2024 USD ($) $ / shares shares	Jan. 12, 2024 USD ($) $ / shares shares	Jan. 02, 2024 USD ($) $ / shares shares	Dec. 29, 2023 USD ($) $ / shares shares	Dec. 18, 2023 USD ($) $ / shares shares	Oct. 04, 2023 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Oct. 31, 2023 USD ($)	Apr. 30, 2024 USD ($) $ / shares	Apr. 30, 2023 USD ($)	Apr. 30, 2024 USD ($) $ / shares	Apr. 30, 2023 USD ($) shares	Oct. 31, 2023 USD ($)	Jan. 30, 2025 USD ($)	Dec. 30, 2024 USD ($)	Nov. 30, 2024 USD ($)	Oct. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Jan. 31, 2024 USD ($)
Short-Term Debt [Line Items]
Proceeds from convertible debt																					$ 550,000
Debt conversion price | $ / shares			$ 0.63	$ 0.17			$ 0.10	$ 0.13			$ 0.24	$ 0.29		$ 0.31	$ 0.34
Debt issuance costs																					$ 166,978
Expected term																					5 years
Expected volatility rate																					137.10%
Expected dividend rate																					0.00%
Conversion rate		100.00%
Debt instrument conversion			$ 221,449								$ 574,779
Description of amendment to first tranche note									i) a reduction of the floor price of the conversion price from $0.35 to $0.15, ii) the issuance of additional 2,395,611 shares of common stock (as noted above) to the investor in lieu of the Company’s obligation to pay cash installments under the First Tranche Note, and iii) a new obligation of the Company to request acceleration of monthly payments in installments of $250,000 as soon as possible to repay the remaining $1,000,000 principal balance of the First Tranche Note, with the investor converting and selling shares subject to a) the beneficial ownership limitation of 4.99% and b) market prices of the Company’s common stock being at or above the floor price of $0.15.
Convertible note, net of discounts																		$ 1,217,597					$ 1,217,597						$ 1,217,597
Interest expense																			982,691	$ 94,357	1,141,989	$ 746,930
Gross proceeds																					125,000
Unsecured debt						$ 125,000
Accured interest	1,233																	0	1,233		1,233		0
Chief Executive Officer [Member]
Short-Term Debt [Line Items]
Gross proceeds						1,000,000
Short term debt						$ 125,000
Interest rate						10.00%
Shares vested | shares						1,000,000
Common Stock [Member]
Short-Term Debt [Line Items]
Issuance of shares | shares																						400,000
New Modified Terms [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Net of equity issuance costs														$ 100,000
Maximum [Member]
Short-Term Debt [Line Items]
Debt conversion price | $ / shares					$ 0.07117				$ 0.35
Minimum [Member]
Short-Term Debt [Line Items]
Debt conversion price | $ / shares									0.15
Conversion rate		45.00%
Second Tranche [Member]
Short-Term Debt [Line Items]
Debt conversion price | $ / shares									$ 0.18	$ 0.17
Debt instrument conversion									$ 339,334	$ 323,094
Measurement Input, Share Price [Member] | Original Issue Terms [Member]
Short-Term Debt [Line Items]
Share price | $ / shares														$ 0.31
Measurement Input, Share Price [Member] | New Modified Terms [Member]
Short-Term Debt [Line Items]
Share price | $ / shares														0.31
Measurement Input, Exercise Price [Member] | Original Issue Terms [Member]
Short-Term Debt [Line Items]
Exercise price | $ / shares														1.20
Measurement Input, Exercise Price [Member] | New Modified Terms [Member]
Short-Term Debt [Line Items]
Exercise price | $ / shares														$ 0.50
Measurement Input, Expected Term [Member] | Original Issue Terms [Member]
Short-Term Debt [Line Items]
Expected term														5 years
Measurement Input, Expected Term [Member] | New Modified Terms [Member]
Short-Term Debt [Line Items]
Expected term														5 years
Measurement Input, Option Volatility [Member] | Original Issue Terms [Member]
Short-Term Debt [Line Items]
Expected volatility rate														137.10%
Measurement Input, Option Volatility [Member] | New Modified Terms [Member]
Short-Term Debt [Line Items]
Expected volatility rate														137.10%
Measurement Input, Expected Dividend Rate [Member] | Original Issue Terms [Member]
Short-Term Debt [Line Items]
Expected dividend rate														0.00%
Measurement Input, Expected Dividend Rate [Member] | New Modified Terms [Member]
Short-Term Debt [Line Items]
Expected dividend rate														0.00%
Measurement Input, Discount Rate [Member] | Original Issue Terms [Member]
Short-Term Debt [Line Items]
Warrants and Rights Outstanding, Measurement Input														3.84
Measurement Input, Discount Rate [Member] | New Modified Terms [Member]
Short-Term Debt [Line Items]
Warrants and Rights Outstanding, Measurement Input														3.84
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Aggregate principal amount												$ 125,000		$ 125,000	$ 125,000
Proceeds from convertible debt																	$ 2,371,500	2,371,500
Debt conversion price | $ / shares			$ 0.63	$ 0.17			$ 0.10	$ 0.13			$ 0.24	$ 0.29		$ 0.31	$ 0.34
Conversion rate												103.00%		103.00%	103.00%
Debt instrument conversion			$ 221,449								$ 574,779	$ 128,750		$ 128,750	$ 128,750
Debt instrument conversion shares issued | shares				5,149,997			858,333	858,333	1,888,334	1,888,333	1,839,286	367,858		367,858	367,858
Cash payments made to investor				$ 32,247			$ 32,247	$ 32,247			$ 32,247	$ 49,935		$ 35,837	$ 36,698
Gain on extinguishment of debt				131,165			180,566	20,547			$ 391,447	30,510		$ 24,873	36,770
Issuance of shares | shares			351,507								2,395,911
Convertible note, net of discounts																		1,217,597					1,217,597
Interest expense																					1,063,372		40,547
Convertible Notes Payable [Member] | Common Stock [Member]
Short-Term Debt [Line Items]
Issuance of shares | shares			351,507								2,395,511
Convertible Notes Payable [Member] | Second Tranche [Member]
Short-Term Debt [Line Items]
Aggregate principal amount									$ 275,000	$ 275,000
Conversion rate									103.00%	103.00%
Debt instrument conversion									$ 283,250	$ 283,250
Gain on extinguishment of debt									$ 64,334	$ 48,094
Convertible Notes Payable [Member] | First Tranche [Member]
Short-Term Debt [Line Items]
Aggregate principal amount				$ 750,000			$ 125,000	$ 125,000			$ 625,000
Conversion rate				103.00%			103.00%	103.00%			103.00%
Debt instrument conversion				$ 772,500			$ 128,750	$ 128,750			$ 643,750
Convertible Notes Payable [Member] | October 2023 SPA [Member]
Short-Term Debt [Line Items]
Aggregate principal amount																$ 3,500,000
Proceeds from convertible debt													$ 550,000			$ 2,000,000.0
Original issue discount, rate													7.00%			7.00%
Original issue discount													$ 38,500			$ 140,000
Debt issuance costs													90,978			350,320
Net proceeds													$ 421,000			$ 1,500,000
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Second Tranche [Member]
Short-Term Debt [Line Items]
Debt conversion price | $ / shares														$ 1.20
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Second Tranche [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Debt conversion price | $ / shares														0.50
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Share Price [Member]
Short-Term Debt [Line Items]
Share price | $ / shares													$ 0.32			$ 0.55
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Share Price [Member] | Second Tranche [Member]
Short-Term Debt [Line Items]
Share price | $ / shares													0.32	0.32
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Share Price [Member] | First Tranche [Member]
Short-Term Debt [Line Items]
Share price | $ / shares														0.55
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Exercise Price [Member]
Short-Term Debt [Line Items]
Exercise price | $ / shares													0.50			$ 1.20
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Exercise Price [Member] | Second Tranche [Member]
Short-Term Debt [Line Items]
Exercise price | $ / shares													$ 0.50	0.55
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Exercise Price [Member] | First Tranche [Member]
Short-Term Debt [Line Items]
Exercise price | $ / shares														$ 1.32
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Expected Term [Member]
Short-Term Debt [Line Items]
Expected term													5 years			5 years
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Expected Term [Member] | Second Tranche [Member]
Short-Term Debt [Line Items]
Expected term													5 years	5 years
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Expected Term [Member] | First Tranche [Member]
Short-Term Debt [Line Items]
Expected term														5 years
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Option Volatility [Member]
Short-Term Debt [Line Items]
Expected volatility rate													137.10%			137.10%
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Option Volatility [Member] | Second Tranche [Member]
Short-Term Debt [Line Items]
Expected volatility rate													137.10%	137.10%
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Option Volatility [Member] | First Tranche [Member]
Short-Term Debt [Line Items]
Expected volatility rate														137.10%
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Expected Dividend Rate [Member]
Short-Term Debt [Line Items]
Expected dividend rate													0.00%			0.00%
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Expected Dividend Rate [Member] | Second Tranche [Member]
Short-Term Debt [Line Items]
Expected dividend rate													0.00%	0.00%
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Expected Dividend Rate [Member] | First Tranche [Member]
Short-Term Debt [Line Items]
Expected dividend rate														0.00%
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Discount Rate [Member]
Short-Term Debt [Line Items]
Discount rate													3.93			4.72
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Discount Rate [Member] | Second Tranche [Member]
Short-Term Debt [Line Items]
Discount rate													3.93	3.93
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Discount Rate [Member] | First Tranche [Member]
Short-Term Debt [Line Items]
Discount rate														4.72
Convertible Notes Payable [Member] | October 2023 SPA [Member] | First Tranche [Member]
Short-Term Debt [Line Items]
Proceeds from convertible debt																$ 2,000,000.0
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Second Tranche [Member]
Short-Term Debt [Line Items]
Proceeds from convertible debt																1,500,000
Senior Secured Convertible Promissory Note [Member] | October 2023 SPA [Member]
Short-Term Debt [Line Items]
Aggregate principal amount																$ 2,000,000
Warrants to purchase | shares													445,564			866,702
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares																$ 1.20
Debt conversion price | $ / shares																1.20
Debt instrument floor price | $ / shares																$ 0.35
Aggregate relative fair value													$ 98,708			$ 332,630
Senior Secured Convertible Promissory Note [Member] | October 2023 SPA [Member] | Second Tranche [Member]
Short-Term Debt [Line Items]
Warrants to purchase | shares													445,564	55,000
Aggregate relative fair value													$ 98,708	$ 14,753
Senior Secured Convertible Promissory Note [Member] | October 2023 SPA [Member] | First Tranche [Member]
Short-Term Debt [Line Items]
Warrants to purchase | shares														83,333
Aggregate relative fair value														$ 38,029
Convertible Notes Payable One [Member]
Short-Term Debt [Line Items]
Debt instrument conversion				$ 881,165			$ 84,117	$ 113,300			$ 441,428	$ 105,575		$ 114,036	$ 125,072
March 2024 Debt Financing [Member]
Short-Term Debt [Line Items]
Aggregate principal amount					$ 211,500
Original issue discount, rate					13.00%
Original issue discount					$ 27,000
Convertible note, net of discounts	172,468																	$ 0	172,468		172,468		$ 0
Interest expense																			7,964		7,964
Gross proceeds					184,500
Proceeds from short term debt					$ 164,500
Interest rate					12.00%
Issuance of shares					$ 25,380
Debt instrument description					The Investor Note contains provisions constituting an Event of Default (as such term is defined in the March 2024 Investor Note) and, upon an Event of Default, the March 2024 Investor Note will be accelerated and become due and payable in an amount equal to 150% of all amounts due and payable under the March 2024 Investor Note with interest at a default rate of 22% per annum. In addition, upon an Event of Default, the March 2024 Investor has the right to convert all or any outstanding amount of the March Investor Note into shares of the Company’s common stock at a conversion price equal to the greater of (i) 75% of the Market Price (as such term is defined in the March 2024 Investor Note) or (ii) the conversion floor price, which is $0.07117 (the “Floor Price”); provided, however, that the Floor Price shall not apply after October 5, 2024, and thereafter, the conversion price will be 75% of the Market Price. Issuance of shares of common stock to the March 2024 Investor is subject to certain beneficial ownership limitations and not more than 19.99% of the shares of common stock outstanding on March 29, 2024 may be issued upon conversion of the March 2024 Investor Note. The conversion price is also subject to certain adjustments or other terms in the event of (i) mergers, consolidations or recapitalization events or (ii) certain distributions made to holders of shares of common stock.
March 2024 Debt Financing [Member] | Forecast [Member]
Short-Term Debt [Line Items]
Aggregate principal amount																								$ 29,610	$ 29,610	$ 29,610	$ 29,610	$ 118,440
March 2024 Debt Financing [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Original issue discount, rate					3.00%
April 2024 Debt Financing [Member]
Short-Term Debt [Line Items]
Aggregate principal amount	$ 800,000	$ 720,000																	$ 800,000		$ 800,000
Debt conversion price | $ / shares	$ 0.25	$ 0.49																	$ 0.25		$ 0.25
Original issue discount, rate	10.00%																		10.00%		10.00%
Original issue discount	$ 80,000																		$ 80,000		$ 80,000
Debt issuance costs																56,000
Issuance of shares | shares		750,000
Convertible note, net of discounts	65,918																		$ 65,918		65,918
Interest expense																					$ 12,590
Gross proceeds	1,000,000
Proceeds from short term debt	$ 5,000,000	$ 664,000
Interest rate	15.00%																		15.00%		15.00%
Issuance of shares		$ 366,000
Accured interest	$ 56,828																		$ 56,828		$ 56,828
Percentage of outstanding shares	50.00%																		50.00%		50.00%
Debt maturity date	Aug. 16, 2024
Debt issuance costs																$ 136,000
April 2024 Debt Financing [Member] | Commitment Shares [Member]
Short-Term Debt [Line Items]
Issuance of shares | shares		1,500,000
April 2024 Debt Financing [Member] | Common Stock [Member]
Short-Term Debt [Line Items]
Debt conversion price | $ / shares		$ 0.40
April 2024 Debt Financing [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Issuance of shares		$ 301,500

XML

SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($)	6 Months Ended	12 Months Ended
	Apr. 30, 2024	Oct. 31, 2023
Equity [Abstract]
Number of warrants outstanding, beginning	1,766,702
Weighted average, exercise price, beginning	$ 1.12
Weighted average remaining life in years	3 years 8 months 12 days	7 years 3 months 18 days
Intrinsic value, beginning
Number of warrants issued	583,897
Weighted average, exercise price, issued	$ 0.62
Weighted average remaining life in years	4 years 7 months 6 days
Number of warrants outstanding, ending	2,350,599	1,766,702
Weighted average, exercise price, ending	$ 0.99	$ 1.12
Intrinsic value, ending	$ 125,600
Warrants outstanding, exercisable	2,295,599
Weighted average, exercise price, exercisable	$ 0.99
Weighted average remaining life in years, Exercisable	3 years 8 months 12 days
Intrinsic value, exercisable ending	$ 125,600

XML

SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - Warrant [Member]	6 Months Ended
	Apr. 30, 2024 $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant outstanding number of shares	2,350,599
Warrant exercisable, weighted average remaining life in years	3 years 8 months 12 days
Warrant exercisable number of shares	2,295,599
Exercise Price Range One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant outstanding exercise price | $ / shares	$ 0.01
Warrant outstanding number of shares	400,000
Warrant exercisable, weighted average remaining life in years	4 years
Warrant exercisable number of shares	400,000
Exercise Price Range Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant outstanding exercise price | $ / shares	$ 1.50
Warrant outstanding number of shares	400,000
Warrant exercisable, weighted average remaining life in years	7 months 6 days
Warrant exercisable number of shares	400,000
Exercise Price Range Three [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant outstanding exercise price | $ / shares	$ 3.30
Warrant outstanding number of shares	100,000
Warrant exercisable, weighted average remaining life in years	4 years
Warrant exercisable number of shares	100,000
Exercise Price Range Four [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant outstanding exercise price | $ / shares	$ 1.20
Warrant outstanding number of shares	866,702
Warrant exercisable, weighted average remaining life in years	4 years 4 months 24 days
Warrant exercisable number of shares	866,702
Exercise Price Range Five [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant outstanding exercise price | $ / shares	$ 1.32
Warrant outstanding number of shares	83,333
Warrant exercisable, weighted average remaining life in years	4 years 4 months 24 days
Warrant exercisable number of shares	83,333
Exercise Price Range Six [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant outstanding exercise price | $ / shares	$ 0.50
Warrant outstanding number of shares	445,564
Warrant exercisable, weighted average remaining life in years	4 years 8 months 12 days
Warrant exercisable number of shares	445,564
Exercise Price Range Seven [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant outstanding exercise price | $ / shares	$ 0.55
Warrant outstanding number of shares	55,000
Warrant exercisable number of shares

XML

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	6 Months Ended	12 Months Ended
	Apr. 30, 2024	Oct. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average, exercise price, beginning	$ 1.12
Weighted average, exercise price, issued	0.62
Weighted average, exercise price, ending	$ 0.99	$ 1.12
Warrants outstanding, exercisable	2,295,599
Weighted average, exercise price, exercisable	$ 0.99
Weighted average remaining life in years, Exercisable	3 years 8 months 12 days
Intrinsic value, exercisable ending	$ 125,600
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of stock option, beginning	120,000
Weighted average, exercise price, beginning	$ 0.52
Weighted average remaining life in years	4 years 3 months 18 days	4 years 3 months 18 days
Intrinsic value, beginning
Number of options issued
Weighted average, exercise price, issued
Intrinsic value, issued
Number of stock option, beginning	120,000	120,000
Weighted average, exercise price, ending	$ 0.52	$ 0.52
Intrinsic value, ending
Warrants outstanding, exercisable	105,000
Weighted average, exercise price, exercisable	$ 0.52
Weighted average remaining life in years, Exercisable	4 years 3 months 18 days
Intrinsic value, exercisable ending

XML

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS (Details) - Share-Based Payment Arrangement, Option [Member]	6 Months Ended
	Apr. 30, 2024 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding number of shares	120,000
Options exercisable number of shares	120,000
Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding exercise price | $ / shares	$ 0.52
Options outstanding number of shares	120,000
Options exercisable, weighted average remaining life in years	4 years 3 months 18 days
Options exercisable number of shares	120,000

XML

SCHEDULE OF ASSUMPTIONS USED IN BLACK-SCHOLES VALUATION METHOD FOR OPTIONS (Details)	6 Months Ended
	Apr. 30, 2024
Equity [Abstract]
Risk free interest rate	4.36%
Expected term (years)	5 years
Expected volatility	137.10%
Expected dividends	0.00%

XML

STOCKHOLDERS’ EQUITY (Details Narrative)																				1 Months Ended			6 Months Ended
	Apr. 29, 2024 USD ($) shares	Apr. 24, 2024 USD ($) $ / shares shares	Apr. 16, 2024 USD ($) $ / shares shares	Apr. 15, 2024 USD ($) $ / shares shares	Apr. 02, 2024 USD ($) $ / shares shares	Mar. 26, 2024 USD ($) $ / shares shares	Mar. 22, 2024 USD ($) $ / shares shares	Mar. 20, 2024 USD ($) $ / shares shares	Feb. 16, 2024 USD ($) $ / shares shares	Feb. 05, 2024 USD ($) $ / shares shares	Feb. 02, 2024 USD ($) $ / shares shares	Feb. 01, 2024 USD ($) $ / shares shares	Jan. 12, 2024 USD ($) $ / shares shares	Jan. 02, 2024 USD ($) $ / shares shares	Dec. 29, 2023 USD ($) $ / shares shares	Dec. 18, 2023 USD ($) $ / shares shares	Nov. 11, 2023 USD ($) $ / shares shares	Oct. 04, 2023 USD ($) $ / shares shares	Aug. 15, 2023 USD ($) $ / shares shares	Jun. 30, 2024 USD ($)	May 31, 2024 USD ($)	Apr. 30, 2024 USD ($) $ / shares	Apr. 30, 2024 USD ($) $ / shares shares	Apr. 30, 2023 USD ($) shares	Apr. 26, 2024 $ / shares	Oct. 31, 2023 $ / shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Value of stock issued																							$ 95,200
Debt instrument conversion price | $ / shares				$ 0.63	$ 0.17		$ 0.10		$ 0.13			$ 0.24	$ 0.29		$ 0.31	$ 0.34
Debt instrument conversion				$ 221,449								$ 574,779
Debt conversion converted instrument rate		100.00%
Value of stock issued																								$ 372,000
Expected term																							5 years
Expected volatility rate																							137.10%
Expected dividend rate																							0.00%
Options exercise price | $ / shares																						$ 0.99	$ 0.99			$ 1.12
Second Tranche [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument conversion price | $ / shares										$ 0.18	$ 0.17
Debt instrument conversion										$ 339,334	$ 323,094
Share-Based Payment Arrangement, Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options exercise price | $ / shares																						0.52	0.52			$ 0.52
Convertible Notes Payable [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument conversion shares issued | shares					5,149,997		858,333		858,333	1,888,334	1,888,333	1,839,286	367,858		367,858	367,858
Debt instrument conversion price | $ / shares				$ 0.63	$ 0.17		$ 0.10		$ 0.13			$ 0.24	$ 0.29		$ 0.31	$ 0.34
Debt instrument conversion value issued													$ 105,575		$ 114,036	$ 125,072
Cash payments made to investor					$ 32,247		$ 32,247		$ 32,247			$ 32,247	49,935		35,837	36,698
Gain on extinguishment of debt					131,165		180,566		20,547			391,447	30,510		24,873	36,770
Debt instrument conversion				$ 221,449								$ 574,779	128,750		128,750	128,750
Issuance of shares | shares				351,507								2,395,911
Debt instrument face amount													$ 125,000		$ 125,000	$ 125,000
Debt conversion converted instrument rate													103.00%		103.00%	103.00%
Convertible Notes Payable [Member] | October 2023 SPA [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument face amount																		$ 3,500,000
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Share Price [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price | $ / shares														$ 0.32				$ 0.55
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Exercise Price [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price | $ / shares														$ 0.50				$ 1.20
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Expected Term [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected term														5 years				5 years
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Option Volatility [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected volatility rate														137.10%				137.10%
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Expected Dividend Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected dividend rate														0.00%				0.00%
Convertible Notes Payable [Member] | October 2023 SPA [Member] | Measurement Input, Discount Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Discount rate														3.93				4.72
Convertible Notes Payable [Member] | Second Tranche [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Gain on extinguishment of debt										$ 64,334	$ 48,094
Debt instrument conversion										283,250	283,250
Debt instrument face amount										$ 275,000	$ 275,000
Debt conversion converted instrument rate										103.00%	103.00%
Convertible Notes Payable [Member] | Second Tranche [Member] | October 2023 SPA [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument conversion price | $ / shares															$ 1.20
Convertible Notes Payable [Member] | Second Tranche [Member] | October 2023 SPA [Member] | Measurement Input, Share Price [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price | $ / shares														$ 0.32	0.32
Convertible Notes Payable [Member] | Second Tranche [Member] | October 2023 SPA [Member] | Measurement Input, Exercise Price [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price | $ / shares														$ 0.50	$ 0.55
Convertible Notes Payable [Member] | Second Tranche [Member] | October 2023 SPA [Member] | Measurement Input, Expected Term [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected term														5 years	5 years
Convertible Notes Payable [Member] | Second Tranche [Member] | October 2023 SPA [Member] | Measurement Input, Option Volatility [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected volatility rate														137.10%	137.10%
Convertible Notes Payable [Member] | Second Tranche [Member] | October 2023 SPA [Member] | Measurement Input, Expected Dividend Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected dividend rate														0.00%	0.00%
Convertible Notes Payable [Member] | Second Tranche [Member] | October 2023 SPA [Member] | Measurement Input, Discount Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Discount rate														3.93	3.93
Convertible Notes Payable [Member] | First Tranche [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument conversion					772,500		128,750		128,750			$ 643,750
Debt instrument face amount					$ 750,000		$ 125,000		$ 125,000			$ 625,000
Debt conversion converted instrument rate					103.00%		103.00%		103.00%			103.00%
Convertible Notes Payable [Member] | First Tranche [Member] | October 2023 SPA [Member] | Measurement Input, Share Price [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price | $ / shares															$ 0.55
Convertible Notes Payable [Member] | First Tranche [Member] | October 2023 SPA [Member] | Measurement Input, Exercise Price [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price | $ / shares															$ 1.32
Convertible Notes Payable [Member] | First Tranche [Member] | October 2023 SPA [Member] | Measurement Input, Expected Term [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected term															5 years
Convertible Notes Payable [Member] | First Tranche [Member] | October 2023 SPA [Member] | Measurement Input, Option Volatility [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected volatility rate															137.10%
Convertible Notes Payable [Member] | First Tranche [Member] | October 2023 SPA [Member] | Measurement Input, Expected Dividend Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Expected dividend rate															0.00%
Convertible Notes Payable [Member] | First Tranche [Member] | October 2023 SPA [Member] | Measurement Input, Discount Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Discount rate															4.72
Convertible Notes Payable One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument conversion					$ 881,165		$ 84,117		$ 113,300			$ 441,428	$ 105,575		$ 114,036	$ 125,072
April 2024 Debt Financing [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument conversion price | $ / shares		$ 0.49																				$ 0.25	$ 0.25
Issuance of shares | shares		750,000
Debt instrument face amount		$ 720,000																				$ 800,000	$ 800,000
Senior Secured Convertible Promissory Note [Member] | October 2023 SPA [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument conversion price | $ / shares																		$ 1.20
Debt instrument face amount																		$ 2,000,000
Warrants to purchase | shares														445,564				866,702
Aggregate relative fair value														$ 98,708				$ 332,630
Senior Secured Convertible Promissory Note [Member] | Second Tranche [Member] | October 2023 SPA [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants to purchase | shares														445,564	55,000
Aggregate relative fair value														$ 98,708	$ 14,753
Senior Secured Convertible Promissory Note [Member] | First Tranche [Member] | October 2023 SPA [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants to purchase | shares															83,333
Aggregate relative fair value															$ 38,029
Consultants [Member] | Marketing Services Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued | shares	600,000					1,000,000		100,000
Share price | $ / shares						$ 0.37		$ 0.11																	$ 0.37
Value of stock issued	$ 220,800					$ 368,000		$ 10,500
Cash payment						$ 100,000																$ 10,000
Consultants [Member] | Marketing Services Agreement [Member] | Forecast [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Cash payment																				$ 10,000	$ 10,000
Investors [Member] | April 2024 Debt Financing [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument conversion price | $ / shares		$ 0.40	$ 0.49
Issuance of shares | shares		750,000	750,000
Value of stock issued		$ 301,500	$ 366,000
Consultant [Member] | Share-Based Payment Arrangement, Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued | shares																			120,000
Options exercise price | $ / shares																			$ 0.52
Number of options vesting period																			24 months
Number of options granted fair value																			$ 55,711
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued | shares																	200,000						200,000
Value of stock issued																							$ 20
Issuance of shares | shares																								400,000
Value of stock issued																								$ 40
Common Stock [Member] | Convertible Notes Payable [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of shares | shares				351,507								2,395,511
Common Stock [Member] | April 2024 Debt Financing [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument conversion price | $ / shares		$ 0.40
Common Stock [Member] | Vendor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued | shares																	200,000
Share price | $ / shares																	$ 0.48
Value of stock issued																	$ 95,200
Common Stock [Member] | Consultants [Member] | Marketing Services Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Cash payment	$ 30,000