What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-09-14 compared with 2011-09-20 · 572 added, 272 removed, 17 unchanged (98% of the section changed)

Financial Statements.

CLENERGEN CORPORATION

(a Development Stage Company)

CONSOLIDATED BALANCE SHEETS

July 31, 2011

October 31, 2010

HNO INTERNATIONAL, INC.

CONDENSED BALANCE SHEETS

Current Assets

Other receivables

Prepaid expenses and other

Current Assets of discontinued operations

Due from related party

Total Current Assets

Fixed Assets :

Non-Current Assets

Property and equipment, net

Fixed Assets of discontinued operations

Total Fixed Assets

Other Assets :

Deposits of discontinued operations

Total Other Assets

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Intangible assets, net

Long term asset

Security deposits

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

Accounts payable and accrued expenses

Due to affiliates and shareholders

Current Liabilities of discontinued operations

Accounts payable

Accrued interest payable

Notes payable, related party

Total Current Liabilities

Long term notes payable, related party

Total Liabilities

Stockholders' Deficiency :

Preferred stock, $0.001 par value;

10,000,000 shares;

Common stock, $0.001 par value;

500,000,000 shares;

146,004,191 and 141,755,788 shares issued and outstanding,

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock, par value $ 0.001 per share;

15,000,000 shares authorized

Series A, par value $ 0.001 per share;

10,000,000 shares authorized;

10,000,000 and 5,000,000 shares issued and outstanding as of July 31, 2023 and October 31, 2022, respectively

Common stock, par value $ 0.001 per share;

985,000,000 shares authorized;

419,258,331 and 105,265,299 shares issued and outstanding as of July 31, 2023 and October 31, 2022, respectively

Common stock payable

Common stock subscription receivable

Additional paid-in capital

Stock subscriptions receivable

Accumulated other comprehensive income

Accumulated deficit during development stage

Total Stockholders' Deficiency

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CLENERGEN CORPORATION

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended July 31, 2011 and 2010

and from October 27, 2005 (Inception) to July 31, 2011

Three Months Ended

Nine Months Ended

From Inception

July 31, 2011

Cost of services

Accumulated deficit

Total Stockholders’ Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

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

HNO INTERNATIONAL, INC.

CONDENSED STATEMENT OF OPERATIONS

For the Three Months Ended

For the Nine Months Ended

Operating expenses

Security Service

Share based compensation

Advertising and marketing

Contract labor

Depreciation and amortization

General and administrative expenses

Research and development

Operating loss

Interest expense

Loss before income taxes

Provision for income taxes

Loss from continuing operations

Income/(loss) from discontinued operations

Loss per share from continuing operations

Loss per share from discontinued operations

Loss per share, basic and diluted

Weighted average common shares outstanding

Comprehensive loss:

Foreign currency translation (loss)/income

Comprehensive loss

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

CLENERGEN CORPORATION

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended July 31, 2011 and 2010

and From October 27, 2005 (Inception) to July 31, 2011

Nine Months Ended

From Inception to July 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Legal and accounting fees

Meals expenses

Office expenses

Professional fees

Payroll expenses

Payroll service fees

Travel expenses

Vehicle expenses

Total Operating Expenses

Interest income

Total Other Income

Loss from Operations

PER SHARE AMOUNTS

Basic and diluted net loss

Weighted average number of common shares outstanding - basic and diluted

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

HNO INTERNATIONAL, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

For the Three Months and Nine Months ended July 31, 2022

Series A Preferred Stock

Share Subscription

Additional Paid-in

Total Stockholders'

Balance at April 30, 2022

Net loss for the three months ended July 31, 2022

Balance at July 31, 2022

Balance at October 31, 2021

Shares issued for acquisition

Shares issued for consulting services

Net loss for the nine months ended July 31, 2022

Balance at July 31, 2022

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

HNO INTERNATIONAL, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

For the Three Months and Nine Months ended July 31, 2023 and 2022

Series A Preferred Stock

Share Subscription

Additional Paid-in

Total Stockholders'

Equity (Deficit)

Balance at April 30, 2023

Common stock issued for cash

Regulation A stock issuances

Net loss for the three months ended July 31, 2023

Balance at July 31, 2023

Balance at October 31, 2022

Common stock issued for cash

Common stock based compensation

Common stock issued for settlement of debt

Common stock to be issued from cash proceeds

Series A preferred issued pursuant to patent agreement

Common stock issued for cash

Regulation A stock issuances

Net loss for the nine months ended July 31, 2023

Balance at July 31, 2023

The accompanying notes are an integral part of these unaudited

condensed financial statements.

HNO INTERNATIONAL, INC.

CONDENSED STATEMENT OF CASH FLOWS

For the Nine Months Ended

Cash Flow from Operating Activities

Net loss for the period

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments for charges not requiring outlay of cash:

Deferred Financing Costs

Common stock issued for compensation

Stock issued for interest

Depreciation and amortization

Share based compensation

Changes in operating assets and liabilities:

(Increase)/decrease prepaid expenses and other current assets

(Increase)/decrease other receivables

(Increase)/decrease deposits

Increase/(decrease) in accounts payable and accrued expenses

Total adjustments to net loss

Net cash used in operating activities of continuing operations

Net cash (used in) provided by operating activities of discontinued operations

CASH FLOWS FROM INVESTING ACTIVITIES

Advances for discontinued operations

Purchase of furniture and equipment

Net cash used in investing activities

Increase (Decrease) in accounts payable

(Increase) Decrease in due from related party

(Increase) Decrease in security deposit

Increase in accrued interest payable

Increase in payroll taxes

Net Cash Used in Operating Activities

Cash Flows from Financing Activities

Cash received from affiliates/shareholders

Cash received from related parties and shareholders, net

Cash received on notes payable

Proceeds from related party note payable

Purchase of property and equipment

Purchase of long-term asset

Proceeds from sale of common stock

Proceeds from convertible note payable

Repayment of related party note payable

Net Cash Provided by Financing Activities

CASH RECONCILIATION

Effect of exchange rate changes on cash

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents - beginning balance

CASH AND CASH EQUIVALENTS BALANCE END OF PERIOD

Supplemental Disclosures of Cash Flow Information:

Common stock issued for deposit

Common stock issued for debt cancellation

Common stock issued in recapitalization

Cash paid for interest

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

CLENERGEN CORPORATION

(A Development Stage Company)

For the Three and Nine Months Ended July 31, 2011 and 2010

and from October 27, 2005 (Inception) to July 31, 2011

Notes to Condensed Consolidated Financial Statements

ORGANIZATION AND DESCRIPTION OF BUSINESS

Clenergen Corporation (the “Company,” “we,” “our” and “us”) was incorporated in the State of Nevada on May 2, 2005 under the name “American Bonanza Resources Limited.” On August 4, 2009, the Company acquired Clenergen Corporation Limited (UK), a United Kingdom corporation (“Limited”), and succeeded to the business of Limited.

Cash Flows from Investing Activities

Proceeds from sale of investment

Net cash provided by (used in) investing activities

Net increase in cash

Cash at beginning of period

Cash at end of period

Supplemental Disclosure of Interest and Income Taxes Paid:

Interest paid during the period

Income taxes paid during the period

Supplemental Disclosure for Non-Cash Investing and Financing Activities:

Series A preferred stock issued pursuant to patent agreement

Common stock issued for conversion of debt

Common stock issued for acquisition

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

HNO INTERNATIONAL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JULY 31, 2023

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

HNO International, Inc.

(the “Company”)

was incorporated in the State of Nevada on May 2, 2005 under the name American Bonanza Resources Limited.

On August 4, 2009, the Company

acquired Clenergen Corporation Limited (UK), a United Kingdom corporation (“Limited”), and succeeded to the business of Limited.

Limited acquired the assets of Rootchange Limited, a biofuel and biomass research and development company, in April 2009.

The Company commenced operating two biomass power plants in India in October 2010.

We had entered into agreements to acquire two biomass power plants from their current respective owners.

The agreement to acquire one of such plants, which generated $1,276,514 in revenues for discontinued operations for the three months ended July 31, 2011 and $5,717,705 for the nine months ended July 31, 2011, required, as a condition to consummating the acquisition, that the bank-lender to the plant, IDBI Bank Ltd, approve such acquisition and the assumption of the debt owed to the bank-lender.

However, the bank-lender had stated that it will not approve the acquisition until such time as we provided sufficient collateral in the form of cash deposits with the bank-lender as required under Indian banking laws.

We did not have available the funds necessary to make such a deposit.

We had an oral arrangement with the owners of the plant to the effect that we would operate the plant, retain all revenues generated from such operations and pay all costs associated with operating the plant.

We were not able to raise the funds required for the cash deposit from equity or debt financing.

Furthermore, the transportation cost of feedstock for supplying fuel to the power plant was significantly higher than projected.

Furthermore, servicing the debt loan to IDBI was not possible from the revenues generated from operating the power plant.

As a result, the plant operated at a net consolidated loss through until July 31, 2011.

We were not able to operate the power plant during the month of July 2011 due to a sudden change in government policy by the State of Tamilnadu regarding the sale of power by independent power producers (each, an “IPP”).

The office of the new Chief Minister of Tamilnadu proposed a change in legislation which would require IPP’s to either sell electricity to the state government or to private clients under private power supply agreements.

Historically, the power plant had been selling electricity to private clients and during off peak periods, selling electricity at a significantly lower rate to the State of Tamilnadu.

The consequences of such legislation being passed would have had a negative impact on the ability to generate profits from biomass power plants located within the State of Tamilnadu and possibly resulting in the closure of biomass power plants.

In order to counteract this legislation, all the IPPs stopped producing electricity as from July 1, 2011.

The legislation was withdrawn on July 27, 2011 as a result of the actions taken by the IPPs in the State of Tamilnadu.

We reported zero revenues from the second power plant, a 1.5MW Anaerobic Digestion Power Plant located in Namikkall, Tamilnadu for both the three months and nine months ended July 31, 2011.

Trials commenced in October 2010 using one of the GE Jenbacher gas engines.

The second engine required maintenance in order to be operational.

After three months of trials, it was determined that both the GE Jenbacher gas engines needed servicing in order to operate efficiently.

The estimated cost of repairs and maintenance required hiring specialized engineers to assess the cost involved in repairing the engines and providing ongoing maintenance services.

As a result of the operational issues associated with these two power plants, we decided on September 5, 2011 to divest ourselves of our assets and liabilities in Clenergen India Private Limited (“Clenergen India”).

We entered into a Transfer Agreement, effective as of September 5, 2011 (the “Divestiture Agreement”), whereby we sold to Maxrise Powergen Limited, a Hong Kong corporation (“Maxrise”), all of our equity interest in Clenergen India.

The purchase price for the sale of our Clenergen India equity interest was $1.00;

although the Divesture Agreement also requires Maxrise to transfer to us the sum of $1,011,669.99 by September 2, 2011.

Maxrise had requested additional time to complete the transfer such funds, of which we have granted.

We expect to have received the full amount on or before September 30, 2011.

Excluded from the transfer of our Clenergen India equity interest was the license we were granted from Star Biotechnology Limited related to Polyploidy growth technology covering India and Sri Lanka and other third party agreements with agronomy and technology suppliers located in India.

As a result of such sale, the assets and liabilities of Clenergen India will no longer be reflected on our consolidated financial statements.

Maxrise is owned by a consortium of Asian Investors.

The divestiture of Clenergen India, the granting of equity interests and 100% management control in Clenergen Ghana, Clenergen Guyana, Clenergen Trinidad and Clenergen Philippines to Futenco and the licensing of certain of our intellectual property rights to Futenco reflects the shift in our business model toward becoming a worldwide supplier of biomass feedstock for use in producing wood chips for renewable electricity, Pyrolysis oil and wood pellets to co-fire coal power plants in an effort to reduce their carbon emissions.

The business model anticipates a continued focus on the installation of small turnkey gasification power plants for the captive end users, such as mining and manufacturing operations.

Our primary income streams will be through the supply of saplings for energy crops, development fees, license fees, sale of biomass feedstock grown on our plantations and distributions from the Joint Venture Entities and other projects in which we participate.

2009, the Company changes its name to Clenergen Corporation.

On July 8, 2020, the Company changed its name to Excoin Ltd.

and on August

31, 2021, the Company changed its name to HNO International, Inc.

its current name.

The Company specializes in the design, integration,

and development of green hydrogen-based clean energy technologies.

With the Company’s management having over 13 years of experience

in the field of green hydrogen production, the Company is committed to providing scalable products that help businesses and communities

decarbonize, reduce emissions, and cut operational costs.

HNO stands for Hydrogen and Oxygen.

The Company is at the forefront of developing

innovative solutions, such as the Compact Hydrogen Refueling System (CHRS) and the Compact Hydrogen Production System (CHPS), which can

be used to produce green hydrogen for various applications including fuel cell electric vehicles, hydrogen internal combustion engines,

heating, and cooking.

The CHPS is highly scalable, capable of producing 100-2,000 (or more) kilograms of hydrogen per day for commercial

use in various applications.

In addition, the Company develops energy systems that complement the zero-emissions EV infrastructure, reduce

harmful emissions, and cut maintenance costs of commercial diesel fleets.

By integrating components from leading industry partners, the

Company aims to transition fossil fuels to cleaner alternatives and promote lower emissions.

Basis of presentation

These interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the requirements for reporting on Form 10-Q and Regulation S-X.

In the opinion of management, all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods have been included.

The results of operations for the three months and nine months ended July 31, 2011 are not necessarily indicative of results that ultimately may be achieved for any future interim period or for the year ending October 31, 2011.

These interim unaudited financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended October 31, 2010.

The Company has evaluated all subsequent events through the date of the Company’s Form 10-Q in which these interim financial statements and notes thereto are included for appropriate accounting and disclosure.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation - The consolidated financial statements of the Company include the historical accounts of the Company’s wholly-owned subsidiaries, including Clenergen Corporation Limited (UK), Clenergen India Private Limited and Clenergen Corporation Administrative Services Limited, on a consolidated basis.

All significant intercompany balances and transactions have been eliminated.

Research and development - Research and development costs are charged to operations as incurred and include direct costs of research scientists and materials and an allocation of other core scientific services.

Revenue Recognition - Revenue from power generation is recognized on an accrual basis, based on the terms of the Company’s power purchase agreements with its governmental, quasi-governmental and private customers.

The governmental and quasi-governmental power purchase agreements typically provide for charges based on readings of outward-bound electricity from the generating plant, which readings are conducted jointly by the Company and representatives of the applicable state electricity board.

Each Indian state electricity board is responsible for the electrical grid of such state, including maintenance of the grid’s infrastructure and acts as a purchaser of excess electricity injected into the grid by power generating companies, such as the Company, which is not delivered to customers of the power generating companies.

Actual revenues recognized for power supplied to the governmental, quasi-governmental and private customers may not be contemporaneous with the reading dates.

Billings to private customers are based on a monthly injection statement prepared by the Company giving details of power supplied to all customers and duly certified by the applicable state electricity board.

Accounts Receivable - Accounts receivable represent all outstanding amounts due from governmental, quasi-governmental and private customers for electricity supplied by the Company to the customers for which revenue recognition has occurred, including unbilled amounts.

The Company establishes an allowance for doubtful accounts based on estimates as to the collectability of accounts receivable.

Since the Company has a limited operating history, management considers trends in estimating the allowance for doubtful accounts including reviewing past-due accounts receivable balances, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts.

Amounts determined to be uncollectible will be written-off when it is determined that the balance will not be collected.

Based on the factors listed above, management concluded no allowance for doubtful accounts was required as of July 31, 2011.

Foreign currency translation - The Company’s assets and liabilities have been translated using the exchange rate at the balance sheet date.

The weighted average exchange rate for the period has been used to translate income and expenses.

Translation adjustments are reported separately and accumulated in a separate component of equity, “Accumulated other comprehensive income/loss.”

Comprehensive income (loss) - Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under US GAAP are included in comprehensive income (loss) but are excluded from net loss as these amounts are recorded directly as an adjustment to stockholders’ deficiency.

The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments.

Comprehensive income (loss) is reported by the Company in the consolidated statements of operations.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with accounting principles relating to share-based payment which requires fair value method of accounting.

Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

Expected forfeitures are included in determining share-based employee compensation cost.

Share-based awards that do not require future services are expensed immediately.

Basic loss per share - Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding.

As of July 31, 2011, the Company has issued potentially dilutive purchase warrants to purchase an aggregate of 2,500,000 shares of the Company common stock.

These shares have no effect on earnings per share as a result of the operating loss of the Company.

Cash Equivalents - The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Use of Estimates and Assumptions - The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Income Taxes - A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards.

Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

GOING CONCERN

The accompanying financial statements are presented on a going concern basis.

For the period of October 27, 2005 (date of inception) through July 31, 2011, the Company incurred an aggregate net loss of $42,623,471.

As of July 31, 2011, we had not emerged from the development stage and our ability to continue as a going concern is dependent upon our ability to generate net income and obtain additional financing.

Since inception, we have financed our operations principally from the use of advances from stockholders and others.

We intend to finance our future development activities through joint ventures, licensing fees and biomass supply agreements.

Under agreements signed with Futenco, all overhead, salaries and project financing requirements of the Joint Venture Entities for their current and future projects in Guyana, Ghana and the Philippines will be funded by Futenco.

We are not required to fund the salaries and overheads of our subsidiary companies.

As a result, we no longer retain any full time consultants.

We anticipate that we will finance our overhead, consulting, directors and advisory fees largely from the issuance of stock, until such time that funds provided by operations and other revenue streams are sufficient to fund our working capital requirements.

There can be no assurance that we will be successful at achieving our financing needs on reasonably commercial terms, if at all.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the company be unable to continue as a going concern.

STOCK TRANSACTIONS

All forms of share-based payment awards, including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements are recorded at fair value on grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

During the months of May and June, 2011, we sold an aggregate of 365,200 shares of our common stock to a total of four purchasers in private transactions we conducted in Germany.

Gross proceeds from such sales totaled approximately $181,000 and selling commissions and other sale expenses totaled approximately $72,000, resulting in net proceeds from such sales of $109,000.

On May 5, 2011, we issued an aggregate of 300,000 shares of our common stock to three consultants of our company, which were valued at $249,000.

On June 16, 2011, we sold and issued to a single investor 357,143 shares for a total consideration of $125,000.

We did not incur any commission or other fees in connection with such sale.

On June 29, 2011, we sold and issued to a single investor 285,714 shares for a total consideration of $100,000.

We did not incur any commission or other fees in connection with such sales.

On July 8, 2011, we sold and issued to a single investor 28,600 shares of our common stock for a total consideration of $10,000.

We did not incur any commission or other fees in connection with such sales.

Our stock subscription receivable has decreased by approximately $109,000 between April 30, 2011 and July 31, 2011, such subscriptions being receivable from earlier periods and recovered during the current quarter.

Pursuant to an agreement signed on May 17, 2011, the Company received an interim bridge loan of $150,000 from a private investor towards the working capital requirements of its India subsidiary.

The Company intends to repay the bridge loan to the private investor in September 2011.

SUBSEQUENT EVENTS

The Company entered into a Shareholders Agreement (the “Clenergen Ghana Shareholders Agreement”) with Futenco with respect to the operation of its formerly majority-owned subsidiary, Clenergen Ghana Limited (“Clenergen Ghana”).

The Clenergen Ghana Shareholders Agreement was made effective as of September 5, 2011.

Under the Clenergen Ghana Shareholders Agreement, Futenco was required to invest $35,000 in Clenergen Ghana on or before August 31, 2011.

As of September 19, 2011, no portion of such $35,000 has been received.

Futenco assumed a 57% equity interest in Clenergen Ghana, with the Company owning a 40% equity interest and three non-affiliated individuals owning the remaining 3% equity interest.

Futenco will have full management control of Clenergen Ghana and be entitled to a 60% “revenue share.” Futenco has the option to acquire the Company’s equity interest for fair market value at any time within the first year, and for $1.00 in the event that Clenergen files for administration.

Futenco is required to use its best efforts to obtain funding of project financing by December 31, 2012 and, if such financing has not been so obtained, the Company will have the option to purchase Futenco’s equity interest for $35,000 plus an amount equal to any additional investment in Clenergen Ghana made by Futenco.

The Company has the option to purchase from Futenco an 11% equity interest in Clenergen Ghana for a mutually agreed upon price if any class of the Company’s securities becomes listed on the American Stock Exchange (the “AMEX”).

We can give no assurance that any class of our securities will ever be listed on the AMEX.

The Company has also entered into an agreement (“Agreement”) with Futenco to raise a $30 million fund for the purpose of cultivating energy crops in Malaysia, Sri Lanka, and Guatemala and in certain regions of Ghana which are not subject to the Clenergen Ghana Shareholders Agreement.

The Company entered into a Shareholders Agreement (the “Clenergen Guyana and Trinidad Shareholders Agreement”) with Futenco with respect to the operation of its formerly majority-owned subsidiaries, Clenergen Guyana Inc., Clenergen Trinidad Inc.

(a Guyana corporation) and Clenergen Trinidad Inc.

(a Trinidad and Tobago corporation) (collectively, “Clenergen Guyana and Trinidad”).

The Clenergen Guyana and Trinidad Shareholders Agreement was made effective as of September 5, 2011.

Under the Clenergen Guyana and Trinidad Shareholders Agreement, Futenco is responsible to invest $150,000 in Clenergen Guyana and Trinidad on or before August 31, 2011.

As of September 19, 2011, no portion of such $150,000 has been received.

Futenco will assume a 60% equity interest in Clenergen, with the Company owning the remaining 40% equity interest.

Futenco will have full management control of Clenergen Guyana and Trinidad.

Futenco has the option to acquire the Company’s equity interest for fair market value at any time within the first year, and for $1.00 in the event that the Company files for administration.

Futenco is required to use its best efforts to obtain funding of project financing by December 31, 2012 and, if such financing has not been so obtained, the Company will have the option to purchase Futenco’s equity interest for $150,000 plus an amount equal to any additional investment in Clenergen Guyana and Trinidad made by Futenco.

The Company has the option to purchase from Futenco an 11% equity interest in Clenergen Guyana and Trinidad for a mutually agreed upon price if any class of the Company’s securities becomes listed on the AMEX.

We can give no assurance that any class of our securities will ever be listed on the AMEX.

The Company entered into a Shareholders Agreement (the “Clenergen Philippines Shareholders Agreement”) with Futenco with respect to the operation of our formerly majority-owned subsidiary, Clenergen Philippines Limited (“Clenergen Philippines”).

The Clenergen Philippines Shareholders Agreement was made effective as of August 31, 2011.

Under the Clenergen Philippines Shareholders Agreement, Futenco was required to invest $400,000 in Clenergen Philippines on or before August 31, 2011.

As of September 16, 2011, a balance of $262,000 has not been received.

Futenco will assume a 60% equity interest in Clenergen, with our owning a 40% equity interest.

Futenco will have full management control of Clenergen Ghana.

Futenco has the option to acquire the Company’s equity interest for fair market value at any time within the first year, and for $1.00 if the Company is in administration.

Futenco is required to use its best efforts to obtain funding of project financing by December 31, 2012, and, if such financing has not been so obtained, the Company will have the option to purchase Futenco’s equity interest for $425,000 plus an amount equal to any additional investment in Clenergen Philippines made by Futenco.

We have the option to purchase from Futenco an 11% equity interest in Clenergen Philippines for a mutually agreed upon price if any class of the Company’s securities becomes listed on the AMEX.

We can give no assurance that any class of our securities will ever be listed on the AMEX.

The Company entered into a license agreement (the “Futenco License Agreement”) with Futenco, pursuant to which the Company granted Futenco certain licenses to the Company’s intellectual property.

Such licenses included (a) exclusive rights within Ghana, Guyana and the Philippines, (b) first rights of refusal for exclusive licenses for the territories of Saipan, Guam, Brazil, the Bahamas, the Dominican Republic, Haiti and Puerto Rico, to be granted on a per project basis provided that a project is implemented within the next twelve months, (c) exclusive distribution rights within Ghana, Guyana and the Philippines and first rights of refusal for exclusive distribution rights for the territories of the United States, Japan, South Korea, Saipan, Guam, Brazil, the Bahamas, the Dominican Republic, Haiti and Puerto Rico, to be granted on a per project basis provided that a project is implemented within the next twelve months.

The Futenco License Agreement contemplates that Futenco will also establish a renewable energy fund, designated for the cultivation of energy crop plantations throughout the emerging and Caribbean markets.

Clenergen will retain the rights to own a majority stake in each of the projects and joint ventures formed within the regions where it is suitable for the cultivation of energy crops, such as Malaysia, Saipan, Guam, Brazil, Bahamas, Dominican Republic, Haiti, Puerto Rico, Sri Lanka, Malaysia and Guatemala.

DISCONTINUED OPERATIONS

The Company entered into a Transfer Agreement, effective as of September 5, 2011 (the “Divestiture Agreement”), pursuant to which the Company sold to Maxrise Powergen Limited, a Hong Kong corporation (“Maxrise”), all of its equity interest and mortgages in Clenergen India.

The purchase price for the sale of its Clenergen India equity interest was $1.00;

although the Divesture Agreement also required Maxrise to transfer to the Company the sum of $1,011,669.99, representing past advances to Clenergen India made on behalf of the Company.

As of September 19, 2011, such payment has not been received by the Company.

As of September 5, 2011, operations had ceased at the 18MW/h and 1.5MW/ power plants in Tamilnadu, India being operated by Clenergen India.

The results for operations for the plants are presented as discontinued operations in the Company’s consolidated financial statements.

The financial presentation and footnotes for fiscal year 2011 and 2010 have been restated to show the comparable effects of the discontinued operations.

The following table summarizes the operating results of the discontinued operations for the and nine month periods ended July 31, 2011 and 2010 and from inception to July 31, 2011.

From inception till

July 31, 2011

July 31, 2010

July 31, 2011

July 31, 2010

Cost of services

Operating expenses

Interest expense

Other income / (expense)

Income/(loss) before income taxes

Provision for income taxes

Net profit / (loss) from discontinued operations, net of tax

The following table sets forth the assets and liabilities of the Company’s discontinued operations included in the consolidated financial statements of the Company as at July 31, 2011 and as at October 31, 2010

July 31, 2011

October 31, 2010

Accounts Receivables

Prepaid Expenses and Other

Current assets of discontinued operations

Fixed assets of discontinued operations

Deposits of discontinued operations

Accounts Payable and Accrued Expenses

Payroll Liabilities

Customer Advances

Due to Related Parties and Shareholders

Current liabilities of discontinued operations

RELATED PARTY TRANSACTIONS

On June 3, 2011, the Company received $47,000 as a temporary loan from a party having prior association with Mark LM Quinn, Chief Executive Officer of the Company.

The proceeds of the loan was to be used to pay certain operational expenses of the Company.

The Company is obligated to pay the lender the sum of $58,700 in full satisfaction of the loan upon the Company obtaining sufficient funds for such purpose.

The accompanying unaudited condensed financial statements

have been prepared in accordance with generally accepted accounting principles for financial.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the condensed financial statements

in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements

and the reported amount of revenues and expenses during the reporting period.

The management makes its best estimate of the outcome for

these items based on information available when the condensed financial statements are prepared.

Cash and Cash Equivalents

The Company considers all highly liquid investments

with original maturities of three months or less to be cash equivalents.

Employee Stock-Based Compensation

The Company accounts for stock-based compensation

in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”).

ASC 718 addresses all forms of share-based payment

(“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares.

Under ASC 718 awards

result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected

to vest and will result in a charge to operations.

Income taxes are computed using the asset and liability

Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between

the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.

allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

The Company recognizes revenue in accordance with

Accounting Standards Codification (“ASC”) 606, “ Revenue from Contracts with Customers ”.

The core principle

of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects

the consideration to which the entity expects to be entitled in exchange for those goods or services.

An entity recognizes revenue in

accordance with that core principle by applying the following steps:

Identify the contract(s) with a customer.

the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to the performance

obligations in the contract.

Recognize revenue when (or as) the entity satisfies a performance obligation.

An entity must also

disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue

and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers,

significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance

with ASC 260 “Earnings per share” .

Basic income (loss) per share is computed by dividing net income (loss) available

to common shareholders by the weighted average number of outstanding common shares during the period.

Diluted income (loss) per share

gives effect to all dilutive potential common shares outstanding during the period.

Dilutive income (loss) per share excludes all potential

common shares if their effect is anti-dilutive.

As of June 30, 2023, there were no potentially dilutive debt or equity instruments issued

or outstanding.

Property and equipment

Property and equipment are carried at cost and, less

accumulated depreciation.

The cost of repairs and maintenance is expensed as incurred;

major replacements and improvements are capitalized.

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or

losses are included in income in the year of disposal.

The Company examines the possibility of decreases in the value of property and

equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

The Company’s property and equipment mainly

consists of computer and laser equipment.

Depreciation is computed using the straight-line method over the estimated useful lives of the

Schedule of estimated useful lives of assets

Small Equipment

Large Equipment

Intangible assets

Intangible assets consist of patents acquired in an

asset purchase agreement (see Note 5).

The estimated useful life of these assets was determined to be 20 years.

The Company periodically

evaluates the reasonableness of the useful lives of these assets.

Once these assets are fully amortized, they are removed from the accounts.

These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may

not be recoverable.

If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques.

The Company has no intangibles with indefinite lives.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment

whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable.

recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are

less than its carrying amount.

If impairment is indicated, the long-lived asset would be written down to fair value.

Fair value is determined

by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available,

or the present value of the estimated future cash flows based on reasonable and supportable assumptions.

Adoption of Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements

that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements

that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

At July 31, 2023, we had a deficit of $ 41,130,638 .

We have not been able to generate sufficient cash from operating activities to fund our ongoing operations.

We will be required to raise

additional funds through public or private financing, additional collaborative relationships, or other arrangements until we are able

to raise revenues to a point of positive cash flow.

We are evaluating various options to further reduce our cash requirements to operate

at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock.

There is no guarantee

that we will be able to generate enough revenue and/or raise capital to support operations.

Based on the above factors, substantial doubt exists

about our ability to continue as a going concern for one year from the issuance of these condensed financial statements.

NOTE 4 – PROPERTY

AND EQUIPMENT

equipment consisted of the following:

Schedule of property and equipment

Small Equipment

Large Equipment

Property and Equipment, Gross

accumulated depreciation

Property and Equipment, Net

expense for the nine months ended July 31, 2023 and 2022 was $ 18,315 and $ 0 , respectively.

NOTE 5 – INTANGIBLE ASSETS

Patents Acquired

Under Patent Purchase Agreement

On January 24, 2023, the

Company entered into a Patent Purchase Agreement with Donald Owens, the Company's Chairman of the Board of Directors, to acquire several

patents related to hydrogen supplemental systems for on-demand hydrogen generation for internal combustion engines and a method and apparatus

for increasing combustion efficiency and reducing particulate matter emissions in jet engines.

In exchange for these patents, the Company

issued 5,000,000 shares of its Series A Preferred Stock to Mr.

Owens, valued at $ 82,500 .

The details of the patents

acquired are listed in the table below, which includes information on the patent numbers, titles, and status in various countries.

HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES

METHOD AND APPARATUS FOR INCREASING COMBUSTION EFFICIENCY AND REDUCING PARTICULATE MATTER EMISSIONS IN JET ENGINES

HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES

201980092511 .1

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY

Intangible assets at July 31, 2023

and October 31, 2022, consisted of the following:

Schedule of intangible assets

accumulated amortization

Intangible Assets, net

expense for the nine months ended July 31, 2023 and 2022 was $ 2,136 and $ 0 , respectively.

NOTE 6 – COMMON STOCK

The Company is authorized to issue 985,000,000 shares of common stock,

par value 0.001 $.001.

Increase in Authorized Capital Stock

On January 4, 2023, the Board of Directors

and a majority of the Company’s stockholders approved the proposal to increase the number of shares of capital stock that the Company

is authorized to issue to 1,000,000,000 .

On January 6, 2023, the Company filed a Certificate of Amendment to the Articles of Incorporation

with the Secretary of State of Nevada to increase the total authorized capital from 510,000,000 shares to 1,000,000,000 shares consisting

of 985,000,000 shares of common stock, par value $ 0.001 , and 15,000,000 shares of preferred stock, par value $ 0.001 .

On December 9, 2020, the Company issued 95,000,000

shares of common stock to Douglas Anderson for consulting services totaling $ 95,000 .

Subsequently, in a private transaction, the 95,000,000

shares of Common Stock were transferred to were transferred to HNO Green Fuels Inc., a Nevada corporation, of which Donald Owens is the

Chief Executive Officer/control person.

On December 9, 2020, the Company issued 5,000,000 shares of common stock

to Eden Capital LLC for consulting services totaling $ 5,000 .

On September 22, 2021, these shares were returned to the company and canceled

due to new management and these consulting services are no longer required.

On September 20, 2020, the Company entered into a

consulting agreement with DWC, LLC.

Pursuant to the terms of the consulting agreement DWC, LLC is to receive 4,000,000 restricted shares

of the Company’s common stock in exchange for corporate consulting services to be performed.

In addition, DWC, LLC has agreed to

pay par value of the shares.

As of the year ended October 31, 2020, these shares had not yet been issued and were recorded as a stock

payable, and payment of par value of the shares was recorded as a stock subscription receivable.

On December 9, 2020, these shares were

On October 14, 2021, these shares were returned to the Company and canceled due to new management and these consulting services

are no longer required.

November 13, 2021, the Company entered into a Share Exchange Agreement by and between Company and Donald Owens (the “Share Exchange

Agreement”), who was the sole shareholder of HNO Hydrogen Generators, Inc., owning 10,000 shares of common stock, par value $ 0.001

per share, of HNO Hydrogen Generators, Inc.

(the “HNO Delaware Shares”);

pursuant to which the Company agreed to acquire

the HNO Delaware Shares from Mr.

Owens in exchange for the issuance by the Company to Mr.

Owens of 20,000 shares of common stock, par

value $ 0.001 per share, of the Company.

The Share Exchange Agreement and the transactions set forth therein were approved by the Company’s

Board on November 13, 2021, and transactions closed on the same day, at which time HNO Hydrogen Generators, Inc., became a wholly owned

subsidiary of the Company.

August 22, 2022, the Company entered into a Termination of Share Exchange Agreement by and between the Company and Donald Owens, pursuant

to which both parties agreed to cancel the Share Exchange Agreement dated November 13, 2021.

Owens’ 20,000 shares of common

stock were returned to the Company for cancellation and the 10,000 HNO Delaware Shares were returned to Mr.

HNO Hydrogen Generators,

is no longer a wholly owned subsidiary of the Company.

During the quarter

ended January 31, 2023, the Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the

Board of Directors, whereby the Company privately sold a total of 175,000,000 shares of its common stock, $ 0.001 par value per share,

(“common stock”) for a cash purchase price of $ 175,000 .

Donald Owens is an “accredited investor” (under Rule 506

(b) of Regulation D under the Securities Act of 1933, as amended).

The $ 175,000 in proceeds from the sale of common stock will be used

for operating capital.

The shares are ‘restricted securities’ under Rule 144 of the Securities Act.

On January 17,

2023, the Company entered into a Stock Subscription Agreement with William Parker, a member of the Company’s Board of Directors,

whereby the Company privately sold a total of 5,000,000 shares of its common stock, $ 0.001 par value per share, (“common stock”)

for a cash purchase price of $ 5,000 .

William Parker is an “accredited investor” (under Rule 506 (b) of Regulation D under

the Securities Act of 1933, as amended).

The $ 5,000 in proceeds from the sale of common stock will be used for operating capital.

shares are ‘restricted securities’ under Rule 144 of the Securities Act.

On January 11,

2023, the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the

Board of Directors, whereby the Company privately sold a total of 2,000,000 shares of its common stock, $ 0.001 par value per share, (“common

stock”) for a cash purchase price of $ 2,000 .

Hossein Haririnia is an “accredited investor” (under Rule 506 (b) of Regulation

D under the Securities Act of 1933, as amended).

The $ 2,000 in proceeds from the sale of common stock will be used for operating capital.

The shares are ‘restricted securities’ under Rule 144 of the Securities Act.

The Company agreed to issue 20,000,000 shares of its

common stock for settlement of the $ 20,000 note payable dated November 19, 2021 to HNO Green Fuels.

The note matured on December 19, 2022

and was settled in full on December 26, 2022 with the issuance of these shares.

The shares are ‘restricted securities’ under

Rule 144 and the issuance of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933,

The Company's Board of Directors

granted approval for the issuance of 2,025,000 shares of our common stock with a value of $ 0.001 on January 2, 2023, in exchange for services

rendered to the Company.

These shares are considered "restricted securities" under Rule 144 and were issued under the exemption

provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

31, 2023, the Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the Board of

Directors, whereby the Company privately sold a total of 100,000,000 shares of its common stock, $ 0.001 par value per share,

(“common stock”) for a cash purchase price of $ 100,000 .

Donald Owens is an “accredited investor” (under Rule

506 (b) of Regulation D under the Securities Act of 1933, as amended).

The $ 100,000 in proceeds from the sale of common stock will

be used for operating capital.

The shares are ‘restricted securities’ under Rule 144 of the Securities Act.

of January 31, 2023, these shares had not yet been issued and therefore were recorded as a stock payable.

On February 1, 2023, these

shares were issued.

On June 9, 2023,

the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the Board

of Directors, whereby the Company privately sold a total of 8,000,000 shares of its common stock, $ 0.001 par value per share, (“common

stock”) for a cash purchase price of $ 8,000 .

Hossein Haririnia is an “accredited investor” (under Rule 506 (b) of Regulation

D under the Securities Act of 1933, as amended).

The $ 8,000 in proceeds from the sale of common stock will be used for operating capital.

The shares were issued as ‘restricted securities’ under Rule 144 of the Securities Act.

During the quarter ended July 31, 2023, the Company issued 1,968,032 shares

of common stock at a fixed price of $ 1.00 per share for a total of $ 1,968,032 in cash under the Company’s active Regulation A offering,

qualified by the Securities Exchange Commission on May 3, 2023.

As of July 31, 2023 and October 31, 2022, the Company

had 419,258,331 and 105,265,299 shares of common stock issued and outstanding, respectively.

Stock Receivable

On March 31, 2022, the Company issued 10,000,000 shares

of common stock Vivaris Capital, LLC in exchange for $ 10,000 cash consideration.

However, Vivaris Capital, LLC has not paid for the shares,

and the Company has been unsuccessful in its attempts to collect the funds or have the shares returned.

During the quarter ended July 31, 2023, the Company

issued 13,750 shares of common stock under Regulation A offering to various shareholders that have not yet paid for shares;

$ 13,750 has been classified as common stock receivable.

Stock Payable

During the quarter ended July 31, 2023, the Company

sold 19,750 shares of common stock under Regulation A offering to various shareholders that have not yet been issued by the transfer agent;

therefore, $ 19,750 has been classified as common stock payable.

NOTE 7 – PREFERRED STOCK

The Company is authorized to issue 15,000,000

shares of preferred stock, par value $ 0.001 .

Series A Preferred Stock

The Company is authorized to issue 10,000,000 shares

of Series A preferred stock, par value $ 0.001 .

On October 14, 2019, the Company issued 10,000,000 shares of the Series A preferred stock

to Custodian Ventures LLC, the company controlled by David Lazar, the Company’s former Chief Executive Officer for forgiveness of

related party debt totaling $ 10,000 .

Subsequently, in private transactions, the 10,000,000 shares of Series A Preferred were transferred.

On August 16, 2022, Wilhelm Cashen, the Company’s former Chief Executive Officer, returned his 5,000,000 Series A preferred stock

to the Company’s treasury.

On January 24, 2023, the

Company issued 5,000,000 shares of its Series A Preferred Stock to Mr.

Owens, valued at $ 82,500 for patents specified in Note 5.

As of July 31, 2023 and October 31, 2022, the Company

had 10,000,000 and 5,000,000 shares of Series A preferred stock issued and outstanding, respectively.

NOTE 8 – CONVERTIBLE NOTES PAYABLE

On December 15, 2021, the Company issued a convertible

note payable in the amount of $ 20,000 .

This note bears an interest rate of 1 % per annum and is due on demand.

The note is convertible into shares of the Company's

common stock at a discount price of twenty percent (20%) per share of the current market value or trading value, using a Basic Conversion

Factor (BCF) specified in the note.

The Noteholder has the option to convert the entire principal balance outstanding into common stock

within one year from the date of execution of this note.

On August 8, 2022, this note was repaid in full by

the Company with $ 20,000 in cash.

As of July 31, 2023 and October 31, 2022, the Company had no convertible notes payable outstanding.

NOTE 9 – RELATED PARTY TRANSACTION

On October 14, 2019, the Company issued 10,000,000 shares of the Series

A preferred stock to Custodian Ventures LLC, the company controlled by David Lazar, the Company’s former Chief Executive Officer

for forgiveness of related party debt totaling $ 10,000 .

During the year ended October 31, 2020 and October

31, 2019, Custodian Ventures, LLC paid a total of $ 10,104 of expenses on behalf of the Company for payment of registration, accounting

and legal fees.

This loan was unsecured, non-interest bearing, and had no specific terms for repayment.

During the year ended October

31, 2020, $ 10,104 was forgiven by Custodian Ventures LLC and the Company has recorded it as additional paid in capital.

During the year ended October 31, 2020 and six months ended April 30, 2021,

Douglas Anderson, the Company’s former Chief Executive Officer, contributed $ 38,976 and $ 4,676 in cash to pay for operating expenses,

respectively.

This has been recorded as additional paid-in capital.

Notes Payable, Related Party

On November 19, 2021, the Company issued a note payable in the amount of

$ 20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 % per annum and had

a maturity date of December 19, 2022 .

The Company agreed to issue 20,000,000 shares of its common stock for settlement of the $ 20,000

note payable dated November 19, 2021 to HNO Green Fuels.

The note matured on December 19, 2022 and was settled in full on December 26,

2022 with the issuance of these shares.

The shares are ‘restricted securities’ under Rule 144 and the issuance of the shares

was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended.

On December 1, 2021, the Company issued a note payable

in the amount of $ 500,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

per annum and had a maturity date of January 1, 2023 .

During the quarter ended July 31, 2023, $ 15,000 of principal was repaid.

31, 2023, there is $ 485,000 of principal and $ 16,598 of accrued interest due on this note.

This note is currently past due.

On May 31, 2022, the Company issued a note payable

in the amount of $ 590,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

per annum and has a maturity date of May 31, 2030 .

On September 29, 2022, the Company issued a note payable

in the amount of $ 50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

per annum and has a maturity date of September 29, 2023 .

On October 20, 2022, the Company issued a note payable

in the amount of $ 50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

per annum and has a maturity date of October 20, 2023 .

On March 1, 2023, the Company issued a note payable

in the amount of $ 50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

per annum and has a maturity date of March 1, 2024 .

On March 8, 2023, the Company issued a note payable

in the amount of $ 50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

per annum and has a maturity date of March 8, 2024 .

On March 23, 2023, the Company issued a note payable

in the amount of $ 50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

per annum and has a maturity date of March 23, 2024 .

On April 3, 2023, the Company issued a note payable

in the amount of $ 50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

per annum and has a maturity date of April 3, 2024 .

On April 13, 2023, the Company issued a note payable

in the amount of $ 20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

per annum and has a maturity date of April 13, 2024 .

On April 17, 2023, the Company issued a note payable

in the amount of $ 30,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest rate of 2 %

per annum and has a maturity date of April 17, 2024 .

As of July 31, 2023 and October 31, 2022, these current

and long-term notes payable had an outstanding balance of $ 1,425,000 and $ 1,210,000 , respectively.

As of July 31, 2023 and October 31, 2022, the Company

has recorded $ 34,335 and $ 14,725 , respectively in accrued interest in connection with these notes in the accompanying condensed financial

Advances from Related Party

During the quarter ended July 31, 2023, HNO Green Fuels advanced the Company

These advances were non-interest bearing and due on demand.

On July 31, 2023, the full amount of $ 190,000 had been repaid.

Due from Related Party

The Company loaned money to HNO Hydrogen Generators,

a related party whose CEO is also the Chairman of the Company's Board of Directors.

As of July 31, 2023 and October 31, 2022, the Company

had a receivable of $ 56,392 and $ 56,392 , respectively, from HNO Hydrogen Generators.

This receivable is unsecured, non-interest bearing,

and due on demand.

The Company expects to collect the receivable amount.

NOTE 10 – SIMPLE AGREEMENT FOR FUTURE EQUITY

On July 10, 2023, the Company entered into a Simple Agreement for Future

Equity (the “SAFE”) with Varea, Inc.

("Varea"), a Delaware corporation.

Pursuant to the SAFE, the Company is investing

$ 500,000 .00 (the "Purchase Amount") in Varea in exchange for the right to certain shares of Varea's Capital Stock.

The agreement

specifies that the Purchase Amount will be used for the Company's business operations over the next 12 months, subject to an agreed-upon

Prior to entering into this SAFE, the Company had an existing financial

arrangement with Varea LLC, whereby Varea LLC invoiced the Company for services rendered, which were recorded as expenses by HNOI.

recognizing the potential for a more mutually beneficial arrangement, Varea Inc.

proposed a revised approach.

Under the newly proposed

approach, Varea Inc.

would submit a detailed budget outlining their anticipated monthly expenses, and HNO International, Inc.

these expenses as an investment opportunity rather than mere costs.

In exchange for funding Varea Inc.'s expenses, HNO International,

would receive a post-money SAFE, which represents a future right to certain shares of Varea's Capital Stock.

The transition from

the previous invoicing system to the investment-based financial arrangement was agreed by both parties.

The terms and conditions of the

agreement, including the conversion of expenses into a potential future return on investment, were thoroughly assessed and discussed.

The balance of the SAFE on July 31, 2023, was $ 29,250 .

NOTE 11 – SUBSEQUENT EVENTS

Subsequent to the quarter ended July 31, 2023, the Company sold 10,500

shares of common stock for cash totaling $ 10,500 .

The shares were sold pursuant to Regulation A.

28, 2023, the Company entered into a Purchase and Sale Agreement (the “PSA”) with TCF Elrod, LLC (the “Seller”).

Pursuant to the PSA, the Company agreed to purchase property located in Harris County, Texas, including real property, improvements,

development rights, and a lease.

The purchase price for the property is $ 10,800,000 .

The Company paid a non-refundable earnest money

deposit of $ 100,000 , which will be applied towards the purchase price if the sale proceeds as planned.

If specific conditions in the

PSA are not met, the Company has the option to terminate the PSA within 30 days from the signature date, and the earnest money deposit

will be returned by the Seller to the Company.

and foregoing description of the agreement are qualified in its entirety by reference to the PSA, which is filed as Exhibit 10.2 to this

Form 10-Q and incorporated herein by reference.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements