What changed in this filing

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Item 1. Financial Statements

2024-03-18 compared with 2023-09-14 · 199 added, 201 removed, 388 unchanged (51% of the section changed)

15 unchanged sentences

Accrued interest payable

Advances, related party

Notes payable, related party

7 unchanged sentences

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

10,000,000 and 10,000,000 shares issued and outstanding as of January 31, 2024 and October 31, 2023, 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

419,433,085 and 419,341,584 shares issued and outstanding as of January 31, 2024 and October 31, 2023, respectively

Common stock payable

2 unchanged sentences

Accumulated deficit

( 42,132,662 )

( 41,609,945 )

Total Stockholders’ Equity (Deficit)

4 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

Operating expenses

Security Service

Share based compensation

9 unchanged sentences

Payroll expenses

Payroll service fees

Security Service

Travel expenses

4 unchanged sentences

Loss from Operations

$ ( 522,717 )

$ ( 204,374 )

$ ( 522,717 )

$ ( 204,374 )

PER SHARE AMOUNTS

3 unchanged sentences

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

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three months ended January 31, 2024 and 2023

Series A Preferred Stock

Share Subscription

Stock 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

4 unchanged sentences

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.

Net loss for the three months ended January 31, 2023

Balance at January 31, 2023

Balance at October 31, 2023

Regulation A common stock issuances

Net loss for the three months ended January 31, 2024

Balance at January 31, 2024

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

For the Three Months Ended

Cash Flow from Operating Activities

Net loss for the period

$ ( 522,717 )

$ ( 204,374 )

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

Depreciation and amortization

Share based compensation

Shares issued for services

Changes in operating assets and liabilities:

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

Increase (Decrease) in payroll taxes

Net Cash Used in Operating Activities

Cash Flows from Financing Activities

Proceeds from related party note payable

Purchase of property and equipment

Purchase of long-term asset

Proceeds from related party advances

Proceeds from sale of common stock subscription payable

Proceeds from sale of common stock

Proceeds from convertible note payable

Repayment of related party note payable

Net Cash Provided by Financing Activities

Cash Flows from Investing Activities

Proceeds from sale of investment

Net cash provided by (used in) investing activities

Purchase of property and equipment

Purchase of long term asset

Net cash used in investing activities

Net increase in cash

7 unchanged sentences

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.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

JULY 31, 2023

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

JANUARY 31, 2024

NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING

HNO International, Inc.

25 unchanged sentences

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

1 unchanged sentence

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

47 unchanged sentences

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.

As of January 31, 2024, there were no potentially dilutive debt or equity instruments

issued or outstanding.

Property and equipment

38 unchanged sentences

NOTE 3 – GOING CONCERN

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

At January 31, 2024, we had a deficit of $ 42,132,662

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

17 unchanged sentences

Property and Equipment, Net

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

expense for the three months ended January 31, 2024 and 2023 was $ 32,246 and $ 792 , respectively.

NOTE 5 – INTANGIBLE ASSETS

20 unchanged sentences

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY

Intangible assets at July 31, 2023

Intangible assets at January 31,

2024 and October 31, 2023, consisted of the following:

2 unchanged sentences

Intangible Assets, net

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

expense for the three months ended January 31, 2024 and 2023 was $ 1,037 and $ 91 , respectively.

NOTE 6 – COMMON STOCK

8 unchanged sentences

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

34 unchanged sentences

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.

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.

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 February 1, 2023, these shares

On June 9, 2023,

9 unchanged sentences

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

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

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.

The shares were issued in reliance upon the exemption from

securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule

506(b) of Regulation D under the Securities Act, based in part on the representations of the investor.

During the quarter ended January 31, 2024, the Company issued 91,501 shares

of common stock at a fixed price of $ 1.00 per share for a total of $ 91,501 in cash under the Company’s active Regulation A offering,

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

As of January 31, 2024 and October 31, 2023, the Company

had 419,433,085 and 419,341,584 shares of common stock issued and outstanding, respectively.

4 unchanged sentences

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.

As of January 31, 2024, 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.

As of January 31, 2024, the Company sold 66,250 shares

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

therefore, $ 66,250

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 .

The Company is authorized to issue 15,000,000 shares of preferred stock,

par value $ 0.001 .

Series A Preferred Stock

10 unchanged sentences

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

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

As of January 31, 2024 and October 31, 2023, the Company

had 10,000,000 and 10,000,000 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 8 – 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

On November 19, 2021, we 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 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.

This note bears an interest rate of 2 % per annum.

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

5 unchanged sentences

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.

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 has a maturity date of October 20, 2023 .

per annum and had a maturity date of October

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

22 unchanged sentences

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

As of January 31, 2024 and October 31, 2023, these

current and long-term notes payable had an outstanding balance of $ 1,375,000 and $ 1,375,000 , respectively.

As of January 31, 2024 and October 31, 2023, the Company

has recorded $ 48,201 and $ 41,270 , 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.

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.

Due from Related Party

1 unchanged sentence

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

As of January 31, 2024 and October 31, 2023, the Company

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

2 unchanged sentences

The Company expects to collect the receivable amount.

Advances from Related Party

During the quarter ended January 31, 2024, Donald Owens, the Company's

Chairman of the Board of Directors, advanced the Company $ 265,585 .

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

NOTE 9 – SIMPLE AGREEMENT FOR FUTURE EQUITY

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

Equity (the “SAFE”) with Varea, Inc.

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.

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 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.

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.

these expenses as an investment opportunity rather than mere costs.

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

Under the newly proposed approach, Varea Inc.

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

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 July 31, 2023, was $ 29,250 .

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 January 31, 2024, was $ 136,725 .

NOTE 10 – TERMINATION OF PROPERTY ACQUISITION AGREEMENT

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 was

$ 10,800,000 .

The Company paid a non-refundable earnest money deposit of $ 100,000 , which was applied towards the purchase price of the

sale proceeds as planned.

Specific conditions in the

PSA were not met, the Company chose to exercise its right to terminate the PSA.

Consequently, TCF Elrod, LLC refunded the $ 100,000 earnest

money deposit to the Company on December 4, 2023 .

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.

Common Stock Issued

Subsequent to the quarter ended January 31, 2024,

the Company issued 63,000 shares of common stock under Regulation A for cash totaling $ 63,000 .

Subsequent to the quarter ended January 31, 2024,

the Company issued 2,000 shares of common stock under Regulation A for stock payables received during the year ended October 31, 2023.

Advances from Related Party

Subsequent to the quarter ended January 31, 2024, Donald Owens, the Company's

Chairman of the Board of Directors, advanced the Company $ 250,000 .

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

Extension of Promissory

On March 1, 2024, the Company

entered into an Extension to Promissory Note (the "4 th Extension") with HNO Green Fuels, pursuant to the terms set

forth in the 4 th Extension.

The 4 th Extension amends the Promissory Note issued on March 1, 2023, extending the

Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company

entered into an Extension to Promissory Note (the "5 th Extension") with HNO Green Fuels, pursuant to the terms set

forth in the 5 th Extension.

The 5 th Extension amends the Promissory Note issued on March 8, 2023, extending the

Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company

entered into an Extension to Promissory Note (the "6 th Extension") with HNO Green Fuels, pursuant to the terms set

forth in the 6 th Extension.

The 6 th Extension amends the Promissory Note issued on March 23, 2023, extending the

Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company

entered into an Extension to Promissory Note (the "7 th Extension") with HNO Green Fuels, pursuant to the terms set

forth in the 7 th Extension.

The 7 th Extension amends the Promissory Note issued on April 3, 2023, extending the

Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company

entered into an Extension to Promissory Note (the "8 th Extension") with HNO Green Fuels, pursuant to the terms set

forth in the 8 th Extension.

The 8 th Extension amends the Promissory Note issued on April 13, 2023, extending the

Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company

entered into an Extension to Promissory Note (the "9 th Extension") with HNO Green Fuels, pursuant to the terms set

forth in the 9 th Extension.

The 9 th Extension amends the Promissory Note issued on April 17, 2023, extending the

Maturity Date to December 31, 2024.

All prior defaults were waived by HNO Green Fuels.

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