What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-09-14 compared with 2011-09-20 · 255 added, 79 removed, 3 unchanged (99% of the section changed)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

As a result of the divesture of Clenergen India and the joint venture and licensing arrangements now in place in Guyana, Ghana Trinidad and Philippines, the Company’s primary income streams will be through the supply of saplings for energy crops, development fees, distributions from the Company’s joint ventures, sales of biomass feedstock from the Company’s plantations and distributions from other projects in which the Company participates.

We are exposed to exchange rate fluctuations due to the fact that we are and are planning on operating in multiple foreign jurisdictions, including India, Ghana and Philippines.

Since most of the company’s revenues and costs are paid in the local currency of the subject country of operation, variations in the currency exchange rate between the country of operation and the United States impacts both positively and negatively the reporting results.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HNO International focuses on

systems engineering design, integration, and product development to generate green hydrogen-based clean energy solutions to help businesses

and communities decarbonize in the near term.

HNO stands for Hydrogen and

Oxygen and our experienced management team has over 13 years of expertise in the green hydrogen production industry.

HNO International provides green

hydrogen systems engineering design, integration, and products to multiple markets, which include:

(i) the zero-emission vehicle and mobile

equipment market consisting of hydrogen fuel cell electric passenger vehicles, material handling equipment such as forklifts and airport

ground support equipment, as well as the medium and heavy-duty truck market;

(ii) the current and emerging hydrogen gas markets encompassing

ammonia, fertilizer, steel, mining, electronics, semiconductors, and fuel cell electric vehicles;

(iii) and the gasoline and diesel engine

emissions and maintenance reduction product and services market.

On May 16, 2023, the Company

began accepting subscription agreements from investors as part of a $75 million offering under Regulation A.

During the quarter

ended July 31, 2023, the Company issued 1,968,032 shares of common stock under the Regulation A offering.

Results of Operations

Three Months Ended July 31, 2011 and 2010

Our result of operations for the subject three month periods are summarized below:

Three Months Ended

Cost of Services

Operating expenses

Net loss from continuing operations

Net profit / (loss) from discontinued operations

Overall net loss

We did not recognize any revenues for the three months ended July 31, 2011 (the “2011 Third Fiscal Quarter”) and 2010 (the “2010 Third Fiscal Quarter”).

We generated $1,276,514 in revenues for the three months ended July 31, 2011 from operating an 18.0 MW/h biomass power plant in Tamilnadu, India, which revenues are being accounted for as part of the discontinued operations of the Company.

During the three months ended July 31, 2011, we incurred cost of services for our discontinued operations totaling $302,031 relating to various direct expenses incurred in connection with the generation of power at the 18 MW/h plant.

Such expenses include supply costs of biomass and other fuels, electricity charges paid to the state electricity board as open access charges for using the state’s power grid to supply power to third party customers and water charges, as well as maintenance costs relating to the plant.

Operating expenses relating to our continuing operations for the three months ended July 31, 2011 decreased by $5,376,581 as compared to the comparative period in 2010.

The decrease is primarily due to the lack of stock-based compensation charges during our 2011 Third Fiscal Quarter as compared to significant consulting fees, finance costs and stock-based compensation charges of $3,039,000 incurred in our 2010 Third Fiscal Quarter.

These expenses were incurred last year in connection with our retention of three consultants to perform business development and capital raising charges.

During our 2011 Third Fiscal Quarter, we incurred interest charges relating to our continuing operations in the amount of $81,590 as compared to interest expense of $61,538 in the 2010 Third Fiscal Quarter.

However, the Company also incurred interest charges on its discontinued operations, primarily being the interest charges on the IDBI bank loan for the 18 MW/h plant, in the amount of $470,224 and $ 339,434 for the three months period ended July 31, 2011 and 2010, respectively.

Nine Months Ended July 31, 2011 and 2010

Our result of operations for the subject nine month periods are summarized below:

Nine Months Ended

Cost of Services

Operating expenses

Net loss from continuing operations

Net loss from discontinued operations

Overall net loss

We did not recognize any revenues for the nine months ended July 31, 2011 (the “2011 Nine Month Period”) and 2010 (the “2011 Nine Month Period”).

We generated $5,717,705 in revenues for the nine months ended July 31, 2011 from operating the 18.0 MW/h plant, which is accounted for as part of the discontinued operations of the Company.

During the nine months ended July 31, 2011, we incurred cost of servicing our discontinued operations totaling $4,059,100 relating to various direct expenses incurred in connection with the generation of power at the 18 MW/h plant.

Such expenses include supply costs for biomass and other fuels, open access charges for using the state’s power grid and water charges, as well as maintenance costs relating to the plant.

Operating expenses relating to our continuing operations for the nine months ended July 31, 2011 decreased by $11,229,964 as compared to the 2010 Nine Month Period.

The decrease is primarily a result of incurring share-based compensation of $9,265,000 and significant commission, consulting and financing costs in the 2010 Nine Month Period.

Share-based compensation for the 2011 Ninth Month Period was $249,000.

During the nine month period ended July 31, 2011, we incurred interest charges relating to our continuing operations in the amount of $520,937, compared to an interest expense of $68,403 compared to the 2010 Nine Month Period.

The interest charges have increased due to the increase in the loans from shareholders and affiliates which were used to fund the working capital requirement of the Company and its subsidiaries.

Also, for the 2011 Nine Month Period, we incurred discontinued operations interest charges on the IDBI bank loan for the 18 MW/h plant in the amount of $1,419,587.

As of July 31, 2011, we had loans outstanding totaling $4,587,670 in principal amount with an aggregate weighted interest rate of 8.00% per annum.

Such loans primarily are due affiliates and stockholders.

We do not anticipate generating operating revenues during our Fiscal Year 2011.

In April 2010, we retained four consultants in Ghana to develop projects with the mining companies and local, state and countrywide governments.

In November 2009, we retained three consultants in the Philippines to conduct feasibility studies for supplying off-grid electricity on certain islands to a number of mining companies.

Additional office staff was retained in the Philippines in April 2010.

Significant legal costs and professional fees have been incurred during the nine month ending July 31, 2011 fiscal year as a result of the SEC reporting requirements and public filings.

We also incurred significant marketing costs and commission fees in connection with our sales of securities in Germany during the nine month period ending July 31, 2011.

We are exposed to exchange rate fluctuations due to the fact that we are operating in and have invested in the Joint Venture Entities that are operating in multiple foreign jurisdictions, including Guyana, Ghana and the Philippines.

Since most of our revenues and costs are paid in the local currency of the subject country of operation, variations in the currency exchange rate between the country of operation and the United States can positively or negatively impact the Company’s reporting results.

Liquidity and Financial Condition

Net cash used in operating activities decreased by $3,163,804 in the nine months period ended July 31, 2011 when compared with the same period in 2010.

We incurred a higher net loss in the 2010 Nine Month Period of $14,730,837 as compared to a net loss of $2,805,738 for the 2011 Nine Month Period.

For the 2010 Nine Month Period, we incurred significant non-cash expenses, such as share-based compensation of $10,214,632, which has been reduced in the current year.

Net cash provided by operating activities of discontinued operations has increased by $1,847,467 primarily due to an increase in inventory and accounts receivable during the third fiscal quarter in 2011.

Net cash used in investing activities decreased by $1,395,397 for the nine months ended July 31, 2011 as compared to the 2010 Nine Month Period.

In the 2010 Nine Month Period, net cash used in investing activities included an advance of $1,661,520 towards the purchase of a 1.5 MW/h biomass power plant in Tamilnadu, India.

The decrease in financing activities between the comparable nine month periods is mainly due to the Company has borrowed less funds from its affiliates and shareholders in 2011 as compared 2010 for working capital purposes.

Cash flows from financing activities for the nine months period ended July 31, 2011 was $2,441,262 as compared to $5,356,738 for the similar period in 2010.

The effect of the exchange rate adjustment was a loss of $20,106 for the nine months period ended July 31, 2011.

The exchange rate adjustment is caused by the differences in the exchange rates from period to period between our functional currency(s) versus our reporting currency and the translation of various items of the financials at different rates depending on their nature.

For a comparative period in 2010 , we incurred an exchange rate adjustment of $187,514.

We expect to benefit from or incur charges for exchange rate adjustments in all future periods as we will be operating in various countries and exchange rates between the currencies of such countries and the US dollar will continue to fluctuate due to factors beyond our control.

We have no current intentions to hedge against currency fluctuations.

As of July 31, 2011, our company we had a working capital deficit of approximately $ 4,279,000.

We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:

For the three months ended July 31,

2023, we generated no revenue compared to $17,225 for the three months ended July 31, 2022.

During the nine months ended July 31, 2023,

we generated $13,000 in revenues compared to $34,450 for the nine months ended July 31, 2022.

Revenue generated was from hydrogen engineering

services and combustion solutions.

Operating Expenses.

Management and consulting

General and administrative

We anticipate that we will be required to raise funds through private sales of debt and equity securities to fund our operations and execute our business plan.

We may also encounter unforeseen costs that could also require us to seek additional capital.

Our ability to obtain additional capital will depend on market conditions, national and global economies and other factors beyond our control.

The terms of any future debt or equity funding that we may obtain may be unfavorable to us and to our stockholders.

If we are not successful in raising additional funding on favorable terms, we may be forced to curtail or cease some of all of our operations and/or curtail or elect not to proceed with certain aspects of our business plan.

There also are substantial risks regarding to our investment in the Joint Venture Entities, including, but not limited to, those relating to available capital to operate, lack of management control and reliance on Futenco to provide on a timely basis, accurate financial information in order for us to prepare and report our quarterly and annual financial statements and results as required by applicable federal securities laws.

Readers should carefully consider such risks, uncertainties and of information with regards to our joint venture and licensing arrangements with Futenco.

Operating expenses for

the three months ended July 31, 2023 were $976,028 compared to $827,401 for the same period in 2022, an increase of $148,627.

three months ended July 31, 2023 were $460,802 compared to $387,782 for the same period in 2022, an increase of $73,020.

This is attributable

to the Company’s efforts to expand operations, which resulted in increased costs related to contract labor and general and administrative

As 2023 progressed, we experienced a significant increase in hiring contract labor to support our Research and Development program.

We also expanded our staff to support increased sales and marketing efforts.

General and Administrative, and Contract Labor

General and administrative, and contract labor expenses were $264,488 for the three months ended July 31, 2023, as compared

to $202,385 during the same period in 2022.

For the nine months ended July 31, 2023 general and administrative, and contract labor expenses

were $556,641 as compared to $336,787 during the same period in 2022.

Operating expenses changed due to the Company’s efforts to

expand operations, resulting in increased costs related to contract labor and general and administrative expenses.

incurred a net loss of $459,806 for the three months ended July 31, 2023, compared to a net loss of $370,531 for the three months ended

July 31, 2022.

For the nine months ended July 31, 2023 and July 31, 2022, we incurred a net loss of $962,028 and $792,883, respectively.

will continue to make an effort to lower operating expenses and increase revenue.

Liquidity and Capital Resources

a net loss for the nine months ended July 31, 2023 and had an accumulated deficit of $41,130,638 at July 31, 2023.

At July 31, 2023, we

had a cash balance of $1,226,696, compared to a cash balance of $51,109 at October 31, 2022.

At July 31, 2023, working capital was $398,175,

compared to a working capital deficit of $527,224 at October 31, 2022.

Our existing and available capital resources are not expected to

be sufficient to satisfy our funding requirements through one year from the date of this filing in the absence of share issuances or other

sources of financing.

been able to generate sufficient cash from operating activities to fund our ongoing operations.

We have raised capital through sales of

common stock and debt securities.

The effect of

existing or probable government regulations on our business is not known at this time.

Due to the nature of our business, it is anticipated

that there may be increasing government regulation that may cause us to have to take serious corrective actions or make changes to the

business plan.

There are no external sources of liquidity available

to the Company at this time.

The Company will need to raise additional capital through equity financings or other means in order to continue

operations and meet its obligations.

Failure to obtain additional funding could have a material adverse effect on our financial condition

and the results of operations.

The following table summarizes our cash flows for

the periods indicated below:

For the Nine Months Ended July 31,

Cash Used in Operating Activities

Cash Provided by Financing Activities

Net cash provided by (used in) investing activities

Going Concern

The Company’s financial statements have been

prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities

in the normal course of business.

During the nine months ended July 31, 2023, the Company incurred a net loss of $ 962,028

and used cash in operating activities of $897,565.

These factors, among others, raise substantial doubt about the Company’s ability

to continue as a going concern.

These financial statements do not include any adjustments relating to the recoverability and classification

of recorded asset amounts or amounts and the classification of liabilities that might result from this uncertainty.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements with any

Critical Accounting Policies

Our significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements included in our Annual Report in form 10K, for our fiscal year ended October 31, 2010, filed with the Securities and Exchange Commission on Febuary 15, 2011.

A discussion of our critical accounting policies and estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) in such Annual Report.

There have been no material changes to the critical accounting policies or estimates reported in the MD&A section of our audited financial statements for the year ended October 31, 2010 as filed with the SEC.

Quantitative and Qualitative Disclosures about Market Risk.

This item is not applicable to smaller reporting companies.

Our discussion and analysis of results of operations

and financial condition are based upon our condensed financial statements, which have been prepared in accordance with accounting principles

generally accepted in the United States of America.

The preparation of these condensed financial statements requires us to make estimates

and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets

and liabilities.

We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable,

inventories, valuation of intangible assets and contingencies and litigation.

We base our estimates on historical experience and on various

other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments

about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these

estimates under different assumptions or conditions.

STOCK-BASED COMPENSATION

The Company accounts for stock incentive awards issued

to employees and non-employees in accordance with FASB ASC 718, Stock Compensation.

Accordingly, stock-based compensation is measured

at the grant date, based on the fair value of the award.

Stock-based awards to employees are recognized as an expense over the requisite

service period, or upon the occurrence of certain vesting events.

Additionally, stock-based awards to non-employees are expensed over

the period in which the related services are rendered.

DERIVATIVE LIABILITY

In accordance with Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain

other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption

option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is

independent of the underlying note value.

The Company records the resulting discount on debt related to the conversion features at initial

transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments.

The conversion

liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations.

In circumstances where the embedded conversion option

in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument

that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The Company follows ASC Section 815-40-15 (“Section

815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock.

Section 815-40-15

provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature)

is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

The Company evaluates its convertible debt, options,

warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives

to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification.

The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date

and recorded as either an asset or a liability.

In the event that the fair value is recorded as a liability, the change in fair value

is recorded in the statement of operations as other income or expense.

Upon conversion, exercise or cancellation of a derivative instrument,

the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified

The Company utilizes the binomial option pricing model

to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date.

option pricing model includes subjective input assumptions that can materially affect the fair value estimates.

The expected volatility

is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted.

REVENUE RECOGNITION

In accordance with ASC 606, revenue is recognized

when a customer obtains control of promised goods or services.

The amount of revenue recognized reflects the consideration to which we

expect to be entitled to receive in exchange for these goods or services.

The provisions of ASC 606 include a five-step process by which

we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which

we expect to be entitled in exchange for those goods or services.

ASC 606 requires us to apply the following steps:

(1) identify the contract

with the customer;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

(4) allocate the transaction

price to the performance obligations in the contract;

and (5) recognize revenue when, or as, we satisfy the performance obligation.

recognize revenue for the sale of our products upon delivery to a customer.

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2020, the

FASB issued ASU 2020-06, Debt— Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40).

This update amends the guidance on convertible instruments and the derivatives

scope exception for contracts in an entity's own equity and improves and amends the related EPS guidance for both Subtopics.

This standard

is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2023, which means it will be

effective for our fiscal year beginning January 1, 2014.

Early adoption is permitted but no earlier than fiscal years beginning after

December 15, 2020, including interim periods within those fiscal years.

We are currently evaluating the impact of ASU 2020-06 on our

financial statements.

Other recent accounting pronouncements issued by the

FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange

Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

RELATED PARTY TRANSACTIONS

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 has 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.

PROPOSED TRANSACTIONS

The Company is not anticipating any transactions.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

There were no recent accounting pronouncements that

have or will have a material effect on the Corporation’s financial position or results of operations.

FINANCIAL INSTRUMENTS

The main risks of the Company’s financial instruments

are exposed to are credit risk, market risk, foreign exchange risk, and liquidity risk.

OUTSTANDING SHARE DATA

As of September 14, 2023, the following securities

were outstanding:

Common stock:

419,258,331 shares

Series A Preferred Stock:

OFF-BALANCE SHEET TRANSACTIONS

We currently have no off-balance sheet arrangements

that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition,

revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

As a Smaller Reporting Company, as defined by Rule

12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore

are not required to provide the information requested by this Item.

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 2. Management’s Discussion and Analysis