HNO International, Inc. 10-Q

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 May 18, 2010, we issued 500,000 shares of our common stock to two consultants. We valued such shares at $460,000, the fair value of such shares on the effective date of issuance. We believe that the issuance of such shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption from registration available under Section 4(2) of the Securities Act, due to the fact that such issuance did not involve any public offering. (b) On May 21, 2010, we issued 200,000 shares of our common stock as a deposit on the purchase of certain assets, which are valued at $90,000. We believe that the issuance of such shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption from registration available under Section 4(2) of the Securities Act, due to the fact that such issuance did not involve any public offering. (c) We issued 120,761 shares of our common stock to a third-party investor for total gross consideration of $50,000, effective July 12, 2010. We believe that the issuance of such shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption from registration available under Section 4(2) of the Securities Act, due to the fact that such issuance did not involve any public offering. (d) During the fiscal quarter ended July 31, 2010, we sold an aggregate of 2,146,274 shares of our common stock to a total of 19 third party investors for aggregate net proceeds of $560,270, inclusive of fees charged by the selling and escrow agents, pursuant to a private placement of our common stock conducted through a selling agent located in Germany. We believe that the issuances of such shares were exempt from the registration requirements of the Securities Act, pursuant to the exemption from registration available under Section 4(2) of the Securities Act, due to the fact that such issuances did not involve any public offering. (e) We issued 300,000 common shares of our common stock to a third-party investor for total gross consideration of $105,000 effective August 19, 2010. We believe that the issuance of such shares was exempt from the registration requirements of the Securities Act, pursuant to the exemption from registration available under Section 4(2) of the Securities Act, due to the fact that such issuance did not involve any public offering. (f) We issued an aggregate of 600,000 shares of our common stock to a total of three consultants for services rendered or to be rendered by such consultants, effective August 23, 2010. We valued such shares for accounting purposes at an aggregate of $258,000, the fair value of the shares on the effective date of their issuance. We believe that the issuance of such shares was exempt from the registration requirements of the Securities Act, pursuant to the exemption from registration available under Section 4(2) of the Securities Act, due to the fact that such issuance did not involve any public offering. 18 Item 3. Defaults upon Senior Securities. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not applicable.