HNO International, Inc. 10-Q

Item 1. Financial Statements. HNO INTERNATIONAL, INC. CONDENSED BALANCE SHEETS (Unaudited) January 31, October 31, 2024 2023 ASSETS Current Assets Cash $ 68,869 $ 235,159 Due from related party 56,392 56,392 Total Current Assets 125,261 291,551 Non-Current Assets Property and equipment, net 866,077 767,938 Intangible assets, net 78,287 79,324 Long term asset 136,725 103,821 Security deposits — 100,000 Total Non-Current Assets 1,081,089 1,051,083 TOTAL ASSETS $ 1,206,350 $ 1,342,634 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) LIABILITIES Current Liabilities Accounts payable 4,144 925 Accrued interest payable 48,201 41,270 Payroll tax 2,838 17,640 Advances, related party 265,585 — Notes payable, related party 785,000 785,000 Total Current Liabilities 1,105,768 844,835 Long term notes payable, related party 590,000 590,000 Total Liabilities 1,695,768 1,434,835 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 10,000,000 shares issued and outstanding as of January 31, 2024 and October 31, 2023, respectively 10,000 10,000 Common stock, par value $ 0.001 per share; 985,000,000 shares authorized; 419,433,085 and 419,341,584 shares issued and outstanding as of January 31, 2024 and October 31, 2023, respectively 419,433 419,341 Common stock payable 66,250 32,251 Common stock subscription receivable ( 23,750 ) ( 23,750 ) Additional paid-in capital 41,171,311 41,079,902 Accumulated deficit ( 42,132,662 ) ( 41,609,945 ) Total Stockholders’ Equity (Deficit) ( 489,418 ) ( 92,201 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 1,206,350 $ 1,342,634 The accompanying notes are an integral part of these unaudited condensed financial statements. 5 HNO INTERNATIONAL, INC. CONDENSED STATEMENT OF OPERATIONS (Unaudited) For the Three Months Ended January 31, 2024 2023 Revenue $ — $ 13,000 Gross Profit — 13,000 Operating expenses Share based compensation — 2,025 Advertising and Marketing — 3,000 Contract labor 219,207 109,247 Depreciation and amortization 33,283 883 General and administrative expenses 3,790 1,090 Interest expense 6,932 6,052 Legal and accounting fees 122,473 26,551 Meals expenses 45 — Office expenses 2,005 456 Professional fees 22,655 23,250 Payroll expenses 89,343 28,717 Rent 15,561 15,166 Security Service 213 — Travel expenses 5,901 91 Utilities 1,618 847 Vehicle expenses 59 — Total Operating Expenses 523,084 217,376 Other Income Interest income 367 2 Total Other Income 367 2 Loss from Operations $ ( 522,717 ) $ ( 204,374 ) Net Loss $ ( 522,717 ) $ ( 204,374 ) PER SHARE AMOUNTS Basic and diluted net loss per share ( 0.00 ) ( 0.00 ) Weighted average number of common shares outstanding - basic and diluted 419,389,590 166,121,006 The accompanying notes are an integral part of these unaudited condensed financial statements. 6 HNO INTERNATIONAL, INC. CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT For the three months ended January 31, 2024 and 2023 (Unaudited) Series A Preferred Stock Common Stock Stock Stock 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 — — 182,000,000 182,000 — — — — 182,000 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 Common stock to be issued from cash proceeds — — — — 100,000 — — — 100,000 Series A preferred issued pursuant to patent agreement 5,000,000 5,000 — — — — 77,500 — 82,500 Net loss for the three months ended January 31, 2023 — — — — — — — ( 204,374 ) ( 204,374 ) Balance at January 31, 2023 10,000,000 $ 10,000 309,290,299 $ 309,290 $ 100,000 $ ( 10,000 ) $ 39,035,421 $ ( 40,372,984 ) $ ( 928,273 ) 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 ) Regulation A common stock issuances — — 91,501 92 33,999 — 91,409 — 125,500 Net loss for the three months ended January 31, 2024 — — — — — — — ( 522,717 ) ( 522,717 ) Balance at January 31, 2024 10,000,000 $ 10,000 419,433,085 $ 419,433 $ 66,250 $ ( 23,750 ) $ 41,171,311 $ ( 42,132,662 ) $ ( 489,418 ) The accompanying notes are an integral part of these unaudited condensed financial statements. 7 HNO INTERNATIONAL, INC. CONDENSED STATEMENT OF CASH FLOWS (Unaudited) For the Three Months Ended January 31, 2024 2023 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 33,283 883 Shares issued for services — 2,025 Changes in operating assets and liabilities: Increase (Decrease) in accounts payable 3,219 — (Increase) Decrease in security deposit 100,000 6,800 Increase in accrued interest payable 6,931 6,052 Increase (Decrease) in payroll taxes ( 14,802 ) — Net Cash Used in Operating Activities ( 394,086 ) ( 188,614 ) Cash Flows from Financing Activities Proceeds from related party advances 265,585 — Proceeds from sale of common stock subscription payable 33,999 100,000 Proceeds from sale of common stock 91,501 182,000 Net Cash Provided by Financing Activities 391,085 282,000 Cash Flows from Investing Activities Purchase of property and equipment ( 130,385 ) ( 20,379 ) Purchase of long term asset ( 32,904 ) — Net cash used in investing activities ( 163,289 ) ( 20,379 ) Net increase in cash ( 166,290 ) 73,007 Cash at beginning of period 235,159 51,109 Cash at end of period $ 68,869 $ 124,116 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 The accompanying notes are an integral part of these unaudited condensed financial statements. 8 HNO INTERNATIONAL, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS JANUARY 31, 2024 (Unaudited) NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING 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. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for financial. 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. 9 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 January 31, 2024, 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 an asset purchase agreement (see Note 5). The estimated useful life of these assets was determined to be 20 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. 10 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 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. 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 January 31, 2024 October 31, 2023 Vehicles $ 60,702 $ 60,702 Small Equipment $ 8,879 $ 8,879 Large Equipment 865,682 735,297 Property and Equipment, Gross $ 935,263 $ 804,878 Less: accumulated depreciation ( 69,186 ) ( 36,940 ) Property and Equipment, Net $ 866,077 $ 767,938 Depreciation expense for the three months ended January 31, 2024 and 2023 was $ 32,246 and $ 792 , 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. 11 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 January 31, 2024 and October 31, 2023, consisted of the following: Schedule of intangible assets Useful Life (yr) January 31, 2024 October 31, 2023 Patents 20 $ 82,500 $ 82,500 Less: accumulated amortization ( 4,312 ) ( 3,176 ) Intangible Assets, net $ 78,287 $ 79,324 Amortization expense for the three months ended January 31, 2024 and 2023 was $ 1,037 and $ 91 , respectively. NOTE 6 – COMMON STOCK The Company is authorized to issue 985,000,000 shares of common stock, par value $ 0.001 . 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 . 12 Stock Issued 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. 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. 13 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. 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. 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 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 . Series A Preferred Stock The Company is authorized to issue 10,000,000 shares of Series A preferred stock, par value $ 0.001 . On October 14, 2019, the Company issued 10,000,000 shares of the Series A preferred stock to Custodian Ventures LLC, the company controlled by David Lazar, the Company’s former Chief Executive Officer for forgiveness of related party debt totaling $ 10,000 . Subsequently, in private transactions, the 10,000,000 shares of Series A Preferred were transferred. On August 16, 2022, Wilhelm Cashen, the Company’s former Chief Executive Officer, returned his 5,000,000 Series A preferred stock to the Company’s treasury. On January 24, 2023, the Company issued 5,000,000 shares of its Series A Preferred Stock to Mr. Owens, valued at $ 82,500 for patents specified in Note 5. As of 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 – RELATED PARTY TRANSACTION Notes Payable, Related Party 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. 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 . 14 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 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 statements. 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 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. 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. ("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. 15 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. 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 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 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 Notes: 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. 16