What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-03-18 compared with 2023-09-14 · 187 added, 99 removed, 159 unchanged (64% of the section changed)

1 unchanged sentence

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.

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.

As of January 31, 2024, the Company has issued 2,118,033

shares of common stock under the Regulation A offering.

Results of Operations

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.

For the Three Months Ended January 31, 2024 and

For the three months ended January

31, 2024, we generated no revenue compared to $13,000 for the three months ended January 31, 2023.

Revenue generated was from hydrogen

engineering services and combustion solutions.

Operating Expenses.

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.

the three months ended January 31, 2024 were $523,084 compared to $217,376 for the same period in 2023, an increase of $305,708.

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

and administrative expenses.

As 2024 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

General and administrative, and contract labor expenses were $222,997 for the three months ended January 31, 2024, as compared

to $110,337 during the same period in 2023.

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.

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 $522,717 for the three months ended January 31, 2024, compared to a net loss of $204,374 for the three months ended

January 31, 2023.

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

Forward-Looking Considerations

The Company recognizes the possibility of future increases

in labor or material costs.

Factors such as evolving market conditions, potential inflation, and global economic dynamics are considered.

We are actively monitoring these aspects to anticipate and navigate any forthcoming rises in labor or material expenses.

Cost-to-Revenue - The Company is assessing

alterations in the relationship between cost of sales and revenue.

We are examining the factors influencing these changes, including shifts

in prices and fluctuations in the volume of services sold.

Understanding the impact of these elements is crucial for maintaining a balanced

and effective cost-to-revenue structure.

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.

a net loss for the three months ended January 31, 2024 and had an accumulated deficit of $42,132,662 at January 31, 2024.

At January 31,

2024, we had a cash balance of $68,869, compared to a cash balance of $235,159 at October 31, 2023.

At January 31, 2024, working capital

was $980,507, compared to a working capital deficit of $553,284 at October 31, 2023.

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.

12 unchanged sentences

and the results of operations.

For the Three Months Ended January 31, 2024 and

The following table summarizes our cash flows for

the periods indicated below:

For the Nine Months Ended July 31,

For the Three Months Ended January 31,

Cash Used in Operating Activities

1 unchanged sentence

Net cash provided by (used in) investing activities

Cash Used in Operating Activities

During the three months ended January 31, 2024, cash

used in operating activities of $394,086 primarily reflected our net losses for the period, adjusted by non-cash charges such as depreciation

and share based compensation, as well as changes in our working capital accounts, primarily consisting of an increase in accrued interest

payable, payroll taxes and accounts payable, and a decrease in security deposit.

During the three months ended January 31, 2023, cash

used in operating activities of $188,614 primarily reflected our net losses for the period, adjusted by non-cash charges of share based

compensation, as well as changes in our working capital accounts, primarily consisting of an increase in accrued interest payable, and

a decrease in security deposit.

Cash Provided by Financing Activities

During the three months ended January 31, 2024, cash

provided by financing activities was $391,085, which consisted of proceeds from related party note payable of $265,585 and $125,500 in

proceeds obtained through the Company’s active Regulation A offering sale of common stock.

During three months ended January 31, 2023, cash provided

by financing activities was $282,000, which consisted of proceeds from sale of common stock of $282,000.

Cash Provided by Investing Activities

During the three months ended January 31, 2024, cash

used in investing activities was $163,289, which consisted of purchase of property and equipment and long term asset.

During the three months ended January 31, 2023, cash

used in investing activities was $20,379, which consisted of the purchase of plant and equipment.

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.

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 three months ended January 31, 2024, the Company incurred a

net loss of $522,717 and used cash in operating activities of $394,086.

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

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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.

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

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

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

3 unchanged sentences

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 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.

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.

per annum and had a maturity date of September 29, 2022.

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

1 unchanged sentence

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 20, 2023.

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

1 unchanged sentence

This note bears an interest rate of 2%

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

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

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

1 unchanged sentence

This note bears an interest rate of 2%

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

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

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

1 unchanged sentence

This note bears an interest rate of 2%

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

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

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

1 unchanged sentence

This note bears an interest rate of 2%

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

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

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

1 unchanged sentence

This note bears an interest rate of 2%

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

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

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

1 unchanged sentence

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.

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

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

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

The 1 st Extension amends the Promissory Note issued on December 1, 2021, extending the Maturity Date to December

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

The 2 nd Extension amends the Promissory Note issued on September 29, 2022, extending the Maturity Date to December

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.

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.

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 January 31, 2024 and October 31, 2023, 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.

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.

PROPOSED TRANSACTIONS

7 unchanged sentences

OUTSTANDING SHARE DATA

As of September 14, 2023, the following securities

were outstanding:

As of January 31, 2024, the following securities were

Common Stock:

11 unchanged sentences

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