HNO International, Inc. 10-Q

Item 5. Other Information. Between February 1, 2011 and April 30, 2011, the Company sold an aggregate of 1,107,600 shares of Company common stock to a total of twenty four purchasers in private transactions the Company conducted in Germany. Gross proceeds from such sales totaled approximately $554,000 and selling commissions and other sale expenses totaled approximately $222,000, resulting in net proceeds from such sales of $332,000. On February 16, 2011, we sold and issued to a single investor 40,000 shares for a total consideration of $20,000. Also, February 16, 2011, the Company sold and issued to a single investor 600,000 shares for a total consideration of $322,000. In a third separate transaction occurring on February 16, 2011, the Company sold and issued to three investors 491,100 shares of its common stock for a total consideration of $270,000. The Company did not incur any commission or other fees in connection with such sales. We believe that the issuance of such shares is exempt from the registration requirements of the Securities Act, by reason of the exemption from registration granted under Section 4(2) of the Securities Act due to the fact that the issuance of the shares was conducted in a transaction not involving any public offering. Item 6. Exhibits. The following exhibits are being filed as part of this Quarterly Report on Form 10-Q. Exhibit Number Exhibit Description 10.1 Promissory Note of Clenergen Corporation, dated May 21, 2011, in the principal amount of $300,000 and payable to TCA Global Credit Master Fund, LP, [Incorporated in the Report on Form 8-K (Date of Report: May 26,2011) of Clenergen Corporation, filed with the SEC on May 26, 2011, 2009.] 10.2 Pledge and Escrow Agreement dated as of May 21, 2011, by and among Clenergen Corporation, TCA Global Credit Master Fund, LP and David Kahan, P.A.,[Incorporated in the Report on Form 8-K (Date of Report: May 26,2011) of Clenergen Corporation, filed with the SEC on May 26, 2011, 2009.]. 10.3 Promissory Note of Clenergen Corporation, dated February 16, 2011, in the amount of $177,884 and payable to Maestreta Advisors Corp, [Incorporated in the Report on Form 10Q (Date of Report: January 31, 2011) of Clenergen Corporation, filed with the SEC on March 22, 2011] 31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. 32.1 Section 1350 Certification of Principal Executive Officer. 32.2 Section 1350 Certification of Principal Financial Officer. 17 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. Dated: June 20, 2011 Clenergen Corporation By: /s/ Mark L.M. Quinn Mark L.M. Quinn Chairman and Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer) By: /s/ Mike Starkie Mike Starkie Acting Chief Financial Officer (Principal Financial and Accounting Officer) 18