HNO International, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The financial statements and related notes are included as part of this Annual Report. 39 HNO INTERNATIONAL, INC. INDEX October 31, 2023 and 2022 Report of Independent Registered Public Accounting Firm (PCAOB ID 5041) F-1 Audited Balance Sheets F-2 Audited Statements of Operations F-3 Audited Statement of Stockholders' Deficit F-4 Audited Statements of Cash Flows F-5 Notes to Audited Financial Statements F-6 40 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of HNO International, Inc.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of HNO International, Inc. (the “Company”) as of October 31, 2023 and 2022 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the two years in the period ended October 31, 2023, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2023 and 2022, and the results of its operations and its cash flows for the two years in the period ended October 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America. Going Concern Matter The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion. Critical Audit Matter Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /S/ BF Borgers CPA PC BF Borgers CPA PC (PCAOB ID 5041 ) We have served as the Company's auditor since 2022 Lakewood, CO January 29, 2024 F- 1 HNO INTERNATIONAL, INC. BALANCE SHEETS October 31, October 31, 2023 2022 ASSETS Current Assets Cash $ 235,159 $ 51,109 Due from related party 56,392 56,392 Total Current Assets 291,551 107,501 Non-Current Assets Property and equipment, net 767,938 — Intangible assets, net 79,324 — Long term asset 103,821 — Security deposits 100,000 6,800 Total Non-Current Assets 1,051,083 6,800 TOTAL ASSETS $ 1,342,634 $ 114,301 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY LIABILITIES Current Liabilities Accounts payable 925 — Accrued interest payable 41,270 14,725 Payroll tax 17,640 — Notes payable, related party 785,000 620,000 Total Current Liabilities 844,835 634,725 Long term notes payable, related party 590,000 590,000 Total Liabilities 1,434,835 1,224,725 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 October 31, 2023 and October 31, 2022, respectively 10,000 5,000 Common stock, par value $ 0.001 per share; 985,000,000 shares authorized; 419,341,584 and 105,265,299 shares issued and outstanding as of October 31, 2023 and October 31, 2022, respectively 419,341 105,265 Common stock payable 32,251 — Common stock subscription receivable ( 23,750 ) ( 10,000 ) Additional paid-in capital 41,079,902 38,957,921 Accumulated deficit ( 41,609,945 ) ( 40,168,610 ) Total Stockholders’ Equity (Deficit) ( 92,201 ) ( 1,110,424 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 1,342,634 $ 114,301 The accompanying notes are an integral part of these audited financial statements. F- 2 HNO INTERNATIONAL, INC. STATEMENT OF OPERATIONS For the Year Ended October 31, 2023 2022 Revenue $ 13,000 $ 34,450 Cost of goods sold ( 5,885 ) ( 27,692 ) Gross Profit 7,115 6,758 Operating expenses Security Service 596 — Share based compensation 22,025 — Advertising and marketing 3,000 4,250 Contract labor 754,159 472,002 Depreciation and amortization 40,116 — General and administrative expenses 19,976 20,510 Insurance 5,081 — Interest expense 26,545 14,725 Legal and accounting fees 126,205 64,237 Meals expenses 1,820 3,795 Office expenses 4,621 3,453 Professional fees 145,225 257,337 Payroll expenses 191,636 145,738 Payroll service fees 823 1,064 Rent 60,610 34,400 Travel expenses 43,049 52,921 Utilities 5,000 3,269 Vehicle expenses 67 440 Total Operating Expenses 1,450,554 1,078,141 Other Income Interest income 2,104 74 Total Other Income 2,104 74 Loss from Operations $ ( 1,441,335 ) $ ( 1,071,309 ) Net Loss $ ( 1,441,335 ) $ ( 1,071,309 ) PER SHARE AMOUNTS Basic and diluted net loss per share ( 0.00 ) ( 0.01 ) Weighted average number of common shares outstanding - basic and diluted 352,447,298 100,230,066 The accompanying notes are an integral part of these audited financial statements. F- 3 HNO INTERNATIONAL, INC. STATEMENTS OF STOCKHOLDERS' DEFICIT For the year ended October 31, 2022 Series A Preferred Stock Common Stock Stock Share Subscription Additional Paid-in Accumulated Total Stockholders' Shares Amount Shares Amount Payable Receivable Capital Deficit Deficit Balance at October 31, 2021 10,000,000 10,000 95,265,299 95,265 — — 38,952,921 ( 39,097,301 ) ( 39,115 ) Shares issued for acquisition — — 20,000 20 — — ( 10 ) — 10 Shares issued for consulting services — — 10,000,000 10,000 — ( 10,000 ) — — — Shares cancelled for cancellation of acquisition — — ( 20,000 ) ( 20 ) — — 10 — ( 10 ) Series A Preferred Stock returned to treasury ( 5,000,000 ) ( 5,000 ) — — — 5,000 — — Net loss for the year ended October 31, 2022 — — — — — — — ( 1,071,309 ) ( 1,071,309 ) Balance at October 31, 2022 5,000,000 5,000 105,265,299 105,265 — ( 10,000 ) 38,957,921 ( 40,168,610 ) ( 1,110,424 ) For the year ended October 31, 2023 Series A Preferred Stock Common Stock Stock Share Subscription Additional Paid-in Accumulated Total Stockholders' Shares Amount Shares Amount Payable Receivable Capital Deficit Deficit Balance at October 31, 2022 5,000,000 5,000 105,265,299 105,265 — ( 10,000 ) 38,957,921 ( 40,168,610 ) ( 1,110,424 ) Common stock issued for cash — — 290,000,000 290,000 — — — — 290,000 Common stock based compensation — — 2,025,000 2,025 — — — — 2,025 Common stock issued for settlement of debt — — 20,000,000 20,000 — — — — 20,000 Series A preferred issued pursuant to patent agreement 5,000,000 5,000 — — — — 77,500 — 82,500 Regulation A common stock issuances — — 2,026,532 2,026 32,251 ( 13,750 ) 2,024,506 — 2,045,033 Common stock issued for financing commitment — — 24,753 25 — — 19,975 — 20,000 Net loss for the year ended October 31, 2023 — — — — — — — ( 1,441,335 ) ( 1,441,335 ) Balance at October 31, 2023 10,000,000 $ 10,000 419,341,584 $ 419,341 $ 32,251 $ ( 23,750 ) $ 41,079,902 $ ( 41,609,945 ) $ ( 92,201 ) The accompanying notes are an integral part of these audited financial statements. F- 4 HNO INTERNATIONAL, INC. STATEMENTS OF CASH FLOWS For the Year Ended October 31, 2023 2022 Cash Flow from Operating Activities Net loss for the period $ ( 1,441,335 ) $ ( 1,071,309 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 40,116 — Share based compensation 22,025 — Changes in operating assets and liabilities: — Increase (Decrease) in accounts payable 925 ( 1,932 ) (Increase) Decrease in due from related party — ( 56,392 ) (Increase) Decrease in security deposit ( 93,200 ) ( 6,800 ) Increase in accrued interest payable 26,545 14,725 Increase in payroll taxes 17,640 — Net Cash Used in Operating Activities ( 1,427,284 ) ( 1,121,708 ) Cash Flows from Financing Activities Proceeds from related party note payable 250,000 620,000 Proceeds from sale of common stock 2,335,033 10 Proceeds from long term notes — 590,000 Repayment of related party note payable ( 65,000 ) ( 37,183 ) Net Cash Provided by Financing Activities 2,520,033 1,172,827 Cash Flows from Investing Activities Proceeds from sale of investment — ( 10 ) Purchase of property and equipment ( 804,878 ) — Purchase of long-term asset ( 103,821 ) — Net cash provided by (used in) investing activities ( 908,699 ) ( 10 ) Net increase in cash 184,050 51,109 Cash at beginning of period 51,109 — Cash at end of period $ 235,159 $ 51,109 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 $ 82,500 $ — Common stock issued for conversion of debt $ 20,000 $ — Common stock issued for acquisition $ — $ 10 The accompanying notes are an integral part of these audited financial statements. F- 5 HNO INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS OCTOBER 31, 2023 NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION Organization 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. On March 19, 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 The financial statements present the balance sheets and statements of operations, stockholders' equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation As of the reporting period ended October 31, 2023, the Company has determined that it does not engage in consolidation activities as defined by U.S. GAAP. Therefore, our financial statements are presented on a standalone basis, and no consolidation adjustments have been made. 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. F- 6 Income Taxes Income taxes are computed using the asset and liability method. 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. A valuation 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: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: 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 October 31, 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 assets. Schedule of estimated useful lives of assets Useful life Small Equipment 3 Years Large Equipment 7 Years Vehicles 4 Years Intangible assets Intangible assets consist of patents acquired in a patent 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. F- 7 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. To determine 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 October 31, 2023, we had a deficit of $ 41,609,945 . 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 Property and equipment consisted of the following: Schedule of property and equipment October 31, 2023 October 31, 2022 Vehicles $ 60,702 $ — Small Equipment $ 8,879 $ — Large Equipment 735,297 — Property and Equipment, Gross $ 804,878 $ — Less: accumulated depreciation ( 36,940 ) — Property and Equipment, Net $ 767,938 $ — Depreciation expense for the years ended October 31, 2023 and 2022 was $ 36,940 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. F- 8 COUNTRY APPLN NO PATENT NUMBER TITLE STATUS US 13/844,267 8,757,107 HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES Issued US 13/922,351 9,453,457 HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES Issued US 14/016,388 9,476,357 METHOD AND APPARATUS FOR INCREASING COMBUSTION EFFICIENCY AND REDUCING PARTICULATE MATTER EMISSIONS IN JET ENGINES Issued US 14/326,801 9,267,468 HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES Issued US 17/047,041 10,920,717 HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES Issued AUSTRALIA 2019405749 2019405749 HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES Issued CHINA 201980092511 .1 HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY Pending EUROPE 19900413.6. HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY Pending JAPAN 2021-535288 HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY Pending Intangible assets at October 31, 2023 and 2022, consisted of the following: Schedule of intangible assets Useful Life (yr) October 31, 2023 October 31, 2022 Patents 20 $ 82,500 $ — Less: accumulated amortization ( 3,176 ) — Intangible Assets, net $ 79,324 $ — Amortization expense for the year ended October 31, 2023 and 2022 was $ 3,176 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 . Stock Issued On 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. On 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. Mr. 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. Owens. HNO Hydrogen Generators, Inc. 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. The 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, as amended. 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. On 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 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. As 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. During the quarter ended October 31, 2023, the Company issued 58,500 shares of common stock at a fixed price of $ 1.00 per share for a total of $ 58,500 in cash under the Company’s active Regulation A offering, qualified by the Securities Exchange Commission on May 3, 2023. On October 9, 2023, the Company issued 24,753 shares of common stock valued at $ 20,000 as a commitment fee for equity financing. F- 9 As of October 31, 2023 and 2022, the Company had 419,341,584 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; therefore, $ 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. During the quarter ended October 31, 2023, the Company issued 6,000 shares of common stock under Regulation A for funds received during the quarter ended July 31, 2023. During the quarter ended October 31, 2023, the Company sold 18,501 shares of common stock under Regulation A offering to various shareholders that have not yet been processed by the transfer agent. Resulting in the classification of $ 18,501 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, a 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 October 31, 2023 and 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 October 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, a company controlled by David Lazar, the Company’s former Chief Executive Officer for forgiveness of related party debt totaling $ 10,000 . F- 10 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. During the year ended October 31, 2023, $ 65,000 of principal was repaid. At October 31, 2023, there is $ 435,000 of principal and $ 19,199 of accrued interest due on this note. This note had a maturity date of January 1, 2023 . 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 had a maturity date of September 29, 2022 . 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 had 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 October 31, 2023 and October 31, 2022, these current and long-term notes payable had an outstanding balance of $ 1,375,000 and $ 1,210,000 , respectively. As of October 31, 2023 and October 31, 2022, the Company has recorded $ 41,270 and $ 14,725 , respectively in accrued interest in connection with these notes in the accompanying condensed financial statements. Advances from Related Party During the year ended October 31, 2023, HNO Green Fuels advanced the Company $ 190,000 . These advances were non-interest bearing and due on demand. On October 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 October 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. F- 11 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 budget. Prior to entering 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. However, 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. would view these expenses as an investment opportunity rather than mere costs. In exchange for funding Varea Inc.'s expenses, HNO International, Inc. 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 October 31, 2023, was $ 103,821 . NOTE 11 – PROPERTY ACQUISITION On August 28, 2023, the Company entered into a Purchase and Sale Agreement (the “PSA”) with TCF Elrod, LLC. 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. Specific conditions in the PSA were not met, and the Company had the option to terminate the PSA and the $ 100,000 earnest money deposit was returned by TCF Elrod, LLC to the Company subsequent to the year ended October 31, 2023. See Note 12 – Subsequent Events. NOTE 12 – SUBSEQUENT EVENTS Subsequent to the year ended October 31, 2023, the Company issued 74,500 shares of common stock under Regulation A for cash totaling $ 74,500 . Subsequent to the year ended October 31, 2023, the Company sold 50,000 shares of common stock under Regulation A offering to various shareholders for cash totaling $ 50,000 . The shares have not yet been issued by the transfer agent as of the date of this filing. Subsequent to the year ended October 31, 2023, the Company issued 17,001 shares of common stock under Regulation A for stock payables received during the year ended October 31, 2023. Subsequent to the year ended October 31, 2023, there were developments related to the Company's property acquisition, as disclosed in Note 11: Termination of Purchase and Sale Agreement (PSA): The specific conditions outlined in the Purchase and Sale Agreement (PSA) with TCF Elrod, LLC, dated August 28, 2023, were not met. Consequently, the Company exercised its option to terminate the PSA. Earnest Money Deposit: In connection with the terminated PSA, the refundable earnest money deposit of $ 100,000 , previously paid by the Company to TCF Elrod, LLC, was returned subsequent to the year ended October 31, 2023. Extension of Promissory Notes: On January 17, 2024, the Company entered into an Extension to Promissory Note (the "1 st Extension") with HNO Green Fuels, pursuant to the terms set forth in the 1 st Extension. The 1 st Extension amends the Promissory Note issued on December 1, 2021, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels. On January 17, 2024, the Company entered into an Extension to Promissory Note (the "2 nd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 2 nd Extension. The 2 nd Extension amends the Promissory Note issued on September 29, 2022, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels. On January 17, 2024, the Company entered into an Extension to Promissory Note (the "3 rd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 3 rd Extension. The 3 rd Extension amends the Promissory Note issued on October 20, 2022, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels. F- 12 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. We have had no changes in or disagreements with our accountants. None of our principal independent accountants have resigned or declined to stand for re-election.