HNO International, Inc. 10-Q/A

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. The following sets forth certain information concerning securities which were sold or issued by us within the past three years without the registration of the securities under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on exemptions from such registration requirements and were not previously disclosed by us in our prior Annual Reports on Forms 10-K or 10-K/A, Quarterly Reports on Forms 10-Q or 10-Q/A or Current Reports on Form 8-K. (a) Effective March 26, 2010, the Company issued 1 million common shares to a consultant. The Company valued such shares, for accounting purposes, at $800,000, the fair value of such shares on the effective date of issuance . The consultant is a person not meeting the definition of a “U.S. person” (a “non-US Person”) contained in Regulation S (“Regulation S”) promulgated under the Securities Act and such shares were issued in an offshore transaction (an “offshore transaction”), as such term is defined in Regulation S. We believe that such shares were issued in a transaction not requiring registration under the Securities Act due to the exemptions available under Regulation S and Section 4(2) of the Securities Act. (b) Effective March 26, 2010, we issued 500,000 common shares to a consultant. We valued such shares, for accounting purposes, at $400,000, the fair value of such shares on the effective date of issuance . The consultant is a person not meeting the definition of a “ U.S. person” (a “ non-US Person” ) contained in Regulation S (“ Regulation S” ) promulgated under the Securities Act and such shares were issued in an offshore transaction (an “ offshore t ransaction” ), as such term is defined in Regulation S. We believe that such shares were issued in a transaction not requiring registration under the Securities Act due to the exemptions available under Regulation S and Section 4(2) of the Securities Act. (c) Effective April 6, 2010, we issued 131,196 common shares to a third party investor for total gross consideration of $15,000. The investor is a non-US Person and such shares were issued in an offshore transaction. We believe that such shares were is sued in a transaction not requiring registration under the Securities Act due to the exemptions available under Regulation S and Section 4(2) of the Securities Act. (d) Effective April 9, 2010, we issued 250,000 common shares to a consultant. We valued such shares, for accounting purposes, at $220,000, the fair value of such shares on the effective date of issuance . We believe that such shares were issued in a transaction not requiring registration under the Securities Act due to the exemptions available under Section 4(2) of the Securities Act. (e) Effective April 11, 2010, we issued 400,000 common shares to a service provider. We valued such shares, for accounting purposes, at $352,000, the fair value of such shares on the effective date of issuance . We believe that such shares were issued in a transaction not requiring registration under the Securities Act due to the exemptions available under Section 4(2) of the Securities Act. (f) Effective April 26, 2010, we issued 150,000 common shares to a consultant. We valued such shares, for accounting purposes, at $178,500, the fair value of such shares on the effective date of issuance . The consultant is a non-US Person and such shares were issued in an offshore transaction. We believe that such shares were issued in a transaction not requiring registration under the Securities Act due to the exemptions available under Regulation S and Section 4(2) of the Securities Act. 14 (g) Effective April 28, 2010, we issued 60,000 common shares to a third-party investor for total gross consideration of $25,000. The investor is a non-US Person and such shares were issued in an offshore transaction. We believe that such shares were issued in a transaction not requiring registration under the Securities Act due to th e exemptions available under Regulation S and Section 4(2) of the Securities Act. (h) Effective April 30, 2010, we issued 1.5 million common shares to a director. We valued such shares, for accounting purposes, at $1,695,000, the fair value of such shares on the effective date of issuance. The director is a non-US Person and such shares were issued in an offshore transaction. We believe that such shares were issued in a transaction not requiring registration under the Securities Act due to the exempti ons available under Regulation S and Section 4(2) of the Securities Act. (i ) During April 2010 and through June 15, 2010, we sold an aggregate of 1,176,032 common shares to a total of 71 non-US Persons in offshore transactions pursuant to Regulation S for aggregate gross proceeds of $890,981. Pursuant to a subscription fee agreement, the Company will pay as compensation for subscription services provided, a fee equal to 40% of the gross subscription amounts received from subscribers. We believe that such shares were issued in transactions not requiring registration under the Securities Act due to the exemptions available under Regulation S and Section 4(2) of the Securities Act. (j) Effective May 21, 2010, we issued 200,000 common shares as considera tion for the purchase of assets, which shares we have preliminarily valued, for a ccounting purposes, at $90,000 , the fair value of such shares on the effective date of such issuance . The seller of such assets is a non-US Person and such shares were issued in an offshore transaction. We believe that such shares were issued in a transaction not requiring registration under the Securities Act due to the exemptions available under Regulation S and Section 4(2) of the Securities Act. ( k ) Subsequent to April 30, 2010 and through June 15, 2010, we issued an aggregate of 500,000 common shares to a total of two consultants. We valued such shares, for accounting purposes at $460,000, the fair value of such shares on the effective date of such issuance. Each of the consultants is a non-US Person and such shares were issued in offshore transaction s . We believe that such shares were issued in transaction s not requiring registration under the Securities Act due to the exemptions available under Regulation S and Section 4(2) of the Securities Act. Item 3. Defaults upon Senior Securities. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not applicable.