HNO International, Inc. 10-Q

Item 1. Financial Statements. HNO INTERNATIONAL, INC. CONDENSED BALANCE SHEETS (Unaudited) April 30, October 31, 2024 2023 ASSETS Current Assets Cash $ 77,459 $ 235,159 Accrued interest receivable 5,185 — Due from related party — 56,392 Total Current Assets 82,644 291,551 Non-Current Assets Property and equipment, net 943,055 767,938 Intangible assets, net 77,273 79,324 Long term asset 136,725 103,821 ROU asset 149,662 — Security deposits — 100,000 Total Non-Current Assets 1,306,715 1,051,083 TOTAL ASSETS $ 1,389,359 $ 1,342,634 LIABILITIES AND STOCKHOLDERS' DEFICIT LIABILITIES Current Liabilities Accounts payable 16,738 925 Accrued interest payable 54,982 41,270 Lease liability 55,051 — Payroll tax 2,838 17,640 Advances, related party 710,585 — Notes payable, related party 785,000 785,000 Total Current Liabilities 1,625,194 844,835 Non-Current Liability Lease liability 95,033 — Long term notes payable, related party 590,000 590,000 Total Non-Current Liability 685,033 590,000 Total Liabilities 2,310,227 1,434,835 STOCKHOLDERS’ 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 April 30, 2024 and October 31, 2023, respectively 10,000 10,000 Common stock, par value $ 0.001 per share; 985,000,000 shares authorized; 419,553,485 and 419,341,584 shares issued and outstanding as of April 30, 2024 and October 31, 2023, respectively 419,553 419,341 Common stock payable 79,500 32,251 Common stock subscription receivable ( 23,750 ) ( 23,750 ) Additional paid-in capital 41,291,591 41,079,902 Accumulated deficit ( 42,697,762 ) ( 41,609,945 ) Total Stockholders’ Deficit ( 920,868 ) ( 92,201 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 1,389,359 $ 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 April 30, For the Six Months Ended April 30, 2024 2023 2024 2023 Revenue $ — $ — $ — $ 13,000 Cost of goods sold — — — ( 5,885 ) Gross Profit — — — 7,115 Operating expenses Advertising and marketing — — — 3,000 General and administrative expenses 526,635 288,055 1,009,505 489,610 Depreciation and amortization 36,809 3,463 70,092 4,346 Total Operating Expenses 563,444 291,518 1,079,597 496,956 Other Income (Expenses) Interest income 5,192 1 5,492 4 Interest expense ( 6,781 ) ( 6,331 ) ( 13,712 ) ( 12,384 ) Total Other (Expenses) ( 1,589 ) ( 6,330 ) ( 8,220 ) ( 12,380 ) Loss from Operations $ ( 565,033 ) $ ( 297,848 ) $ ( 1,087,817 ) $ ( 502,221 ) Net Loss $ ( 565,033 ) $ ( 297,848 ) $ ( 1,087,817 ) $ ( 502,221 ) PER SHARE AMOUNTS Basic and diluted net loss per share ( 0.00 ) ( 0.00 ) ( 0.00 ) ( 0.00 ) Weighted average number of common shares outstanding - basic and diluted 419,491,234 408,166,703 419,439,854 286,817,647 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 and six months ended April 30, 2024 and 2023 (Unaudited) 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, 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 stock issuances — — 91,501 92 33,999 — 91,409 — 125,500 Net loss for the three months ended January 31, 2024 — — — — — — — ( 522,784 ) ( 522,784 ) Balance at January 31, 2024 10,000,000 $ 10,000 419,433,085 $ 419,433 $ 66,250 $ ( 23,750 ) $ 41,171,311 $ ( 42,132,729 ) $ ( 489,485 ) Regulation A stock issuances — — 120,400 120 13,250 — 120,280 — 133,650 Net loss for the three months ended April 30, 2024 — — — — — — — ( 565,033 ) ( 565,033 ) Balance at April 30, 2024 10,000,000 $ 10,000 419,553,485 $ 419,553 $ 79,500 $ ( 23,750 ) $ 41,291,591 $ ( 42,697,762 ) $ ( 920,868 ) 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 — — — — — — — ( 204,373 ) ( 204,373 ) Balance at January 31, 2023 10,000,000 $ 10,000 309,290,299 $ 309,290 $ 100,000 $ ( 10,000 ) $ 39,035,421 $ ( 40,372,983 ) $ ( 928,272 ) Common stock issued for cash — — 100,000,000 100,000 ( 100,000 ) — — — — Net loss for the three months ended April 30, 2023 — — — — — — — ( 297,848 ) ( 297,848 ) Balance at April 30, 2023 10,000,000 $ 10,000 409,290,299 $ 409,290 $ — $ ( 10,000 ) $ 39,035,421 $ ( 40,670,831 ) $ ( 1,226,120 ) 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 Six Months Ended April 30, 2024 2023 Cash Flow from Operating Activities Net loss for the period $ ( 1,087,817 ) $ ( 502,221 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 70,092 4,346 ROU asset ( 149,662 ) — Lease liability 95,033 — Shares issued for services — 2,025 Changes in operating assets and liabilities: Decrease in due from related party 56,392 — Increase in accrued interest receivable ( 5,185 ) — Increase in accounts payable 15,813 — Increase in accrued interest payable 13,712 12,383 Increase in lease liability 55,051 — Decrease in payroll taxes ( 14,802 ) — Net Cash Used in Operating Activities ( 951,373 ) ( 483,467 ) Cash Flows from Financing Activities Proceeds from related party advances 710,585 230,000 Proceeds from security deposits 100,000 6,800 Proceeds from sale of common stock subscription payable 47,249 — Proceeds from sale of common stock 211,901 384,500 Net Cash Provided by Financing Activities 1,069,735 621,300 Cash Flows from Investing Activities Purchase of property and equipment ( 186,777 ) ( 129,294 ) Purchase of long term asset ( 89,285 ) ( 46,430 ) Net Cash Used in Investing Activities ( 276,062 ) ( 175,724 ) Net increase in cash ( 157,700 ) ( 37,891 ) Cash at beginning of period 235,159 51,109 Cash at end of period $ 77,459 $ 13,218 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 APRIL 30, 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 financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the six months ended April 30, 2024. 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 Accounting Standards Codification (“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 We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers . The standard’s stated core principle is that an entity should recognize 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. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. During the six months ended April 30, 2024 and 2023, the Company had revenue of $ 0 and $ 13,000 . Revenue was recognized from hydrogen engineering services and combustion solutions. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average. Number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. 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 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. 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. 10 Leases The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). At contract inception, the Company determines if an arrangement is or contains a lease. Where the Company is the lessee, for each lease with a term greater than twelve months, the Company records a right-of-use asset and lease liability. A right-of-use asset represents the economic benefit conveyed to the Company by the right to use the underlying asset over the lease term. A lease liability represents the obligation to make lease payments arising from the use of the asset over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. Leases with an initial expected term of 12 months or less are not recorded in the Balance Sheet and the related lease expense is recognized on a straight-line basis over the lease term. 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. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. NOTE 3 – GOING CONCERN At April 30, 2024, we had an accumulated deficit of $ 42,697,762 . 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 April 30, 2024 October 31, 2023 Vehicles $ 60,702 $ 60,702 Small equipment $ 32,943 $ 8,879 Large equipment 954,391 735,297 Property and Equipment, Gross $ 1,048,036 $ 804,878 Less: Accumulated depreciation ( 104,981 ) ( 36,940 ) Property and Equipment, Net $ 943,055 $ 767,938 Depreciation expenses for the six months ended April 30, 2024, and 2023 was $ 68,041 and $ 3,250 , respectively. 11 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. 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 April 30, 2024 and October 31, 2023, consisted of the following: Schedule of intangible assets Useful Life (years) April 30, 2024 October 31, 2023 Patents 20 $ 82,500 $ 82,500 Less: Accumulated amortization ( 5,227 ) ( 3,176 ) Intangible assets, net $ 77,273 $ 79,324 Amortization expense for the six months ended April 30, 2024, and 2023 was $ 2,051 and $ 1,096 , respectively. 12 NOTE 6 – LEASES Operating leases The Company has an operating lease agreement for office space in Murrieta, California, expiring on November 30, 2026. On December 3, 2020, the Company entered into an operating lease with the landlord, Demarius Holdings, Inc., ending November 30, 2023, for the office spaces located at 41558 Eastman Drive, Suites B and C, Murrieta, California 92562. Both suites are approximately 2,088 square feet of space. The Company’s principal executive office is located at 41558 Eastman Drive, Suite B, Murrieta, California 92562. Suite C is utilized for testing and research equipment. On November 14, 2023, the lease for Suite B was extended for 36 months to November 30, 2026. The monthly rental amount for Suite B is $2,501 for the period from December 1, 2023, to November 30, 2024, with an increase to $2,573.00 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,647.00 for the period from December 1, 2025, to November 30, 2026. On January 4, 2024, the lease for Suite C was extended for 34 months to November 30, 2026. The monthly rental amount for Suite C is $2,434.00 for the period from February 1, 2024, to November 30, 2024, with an increase to $2,506.00 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,555.00 for the period from December 1, 2025, to November 30, 2026. The Company has active operating lease arrangements for office space. The Company is typically required to make fixed minimum rent payments relating to its right to use the underlying leased assets. The Company was required to classify such leases as operating leases in accordance with the provisions of ASC 842 - Leases. Therefore, the Company recognized operating lease liabilities with corresponding Right-Of-Use ("ROU") assets based on the present value of the minimum rental payments of such leases . As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease.As of April 30, 2024, the ROU asset was $ 149,662 and operating lease liabilities were $ 150,084 . The operating lease liabilities consist of a current portion of $ 55,051 and a non-current portion of $ 95,033 . The weighted average remaining lease term was 2.6 years and the weighted average discount rate was 4.14 %. Remaining lease term as of April 30, 2024: Schedule of remaining lease term Year Operating Lease Payment 2024 $ 30,455 2025 $ 60,909 2026 and above $ 65,986 Total Payments $ 157,350 NOTE 7 – 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 . 13 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 for a cash purchase price of $ 175,000 . Donald Owens was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)). The $ 175,000 in proceeds from the sale of common stock will be used for operating capital. The shares were ‘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 for a cash purchase price of $ 5,000 . William Parker was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act). The $ 5,000 in proceeds from the sale of common stock will be used for operating capital. The shares were ‘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 for a cash purchase price of $ 2,000 . Hossein Haririnia was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act). The $ 2,000 in proceeds from the sale of common stock will be used for operating capital. The shares were ‘restricted securities’ under Rule 144 of the Securities Act. 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 were considered "restricted securities" under Rule 144 and were issued under the exemption provided by Section 4(a)(2) of the Securities Act. 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 for a cash purchase price of $ 100,000 . Donald Owens was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act). The $ 100,000 in proceeds from the sale of common stock will be used for operating capital. The shares were ‘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 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 for a cash purchase price of $ 8,000 . Hossein Haririnia was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act). 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 Regulation A offering, which was qualified by the SEC 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 Regulation A offering, which was qualified by the SEC 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, 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 Regulation A offering, which was qualified by the SEC on May 3, 2023. During the quarter ended April 30, 2024, the Company issued 120,400 shares of common stock at a fixed price of $ 1.00 per share for a total of $ 120,400 in cash under the Company’s Regulation A offering, which was qualified by the SEC on May 3, 2023. As of April 30, 2024 and October 31, 2023, the Company had 419,553,485 and 419,341,584 shares of common stock issued and outstanding, respectively. 14 Stock Receivable On March 31, 2022, the Company issued 10,000,000 shares of common stock to Vivaris Capital, LLC, in connection with an Advisory Agreement. However, Vivaris Capital, LLC never paid for the shares, and a dispute arose. The dispute centered around the respective performance under the Advisory Agreement. As per the Settlement Agreement executed on May 3, 2024 (see Note 12), the 10,000,000 shares were canceled, and the Company paid Vivaris Capital, LLC a settlement amount of $ 15,500 , resolving the dispute and nullifying any outstanding receivables related to the stock issuance. As of April 30, 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 April 30, 2024, the Company sold 79,500 shares of common stock under its Regulation A offering to various shareholders that have not yet been issued by the transfer agent; therefore, $ 79,500 has been classified as common stock payable. NOTE 8 – 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 April 30, 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 9 – RELATED PARTY TRANSACTIONS Notes Payable, Related Party 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 April 30, 2024, there is $ 435,000 of principal and $ 23,132 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 . At April 30, 2024, there is $ 590,000 of principal and $ 22,630 of accrued interest due on this note. 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 October 31, 2023 . At April 30, 2024, there is $ 50,000 of principal and $ 1,586 of accrued interest due on this note. 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 November 20, 2023 . At April 30, 2024, there is $ 50,000 of principal and $ 1,529 of accrued interest due on this note. 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 . At April 30, 2024, there is $ 50,000 of principal and $ 1,167 of accrued interest due on this note. 15 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 . At April 30, 2024, there is $ 50,000 of principal and $ 1,148 of accrued interest due on this note. 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 . At April 30, 2024, there is $ 50,000 of principal and $ 1,107 of accrued interest due on this note. 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 . At April 30, 2024, there is $ 50,000 of principal and $ 1,077 of accrued interest due on this note. 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 . At April 30, 2024, there is $ 20,000 of principal and $ 420 of accrued interest due on this note. 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 . At April 30, 2024, there is $ 30,000 of principal and $ 623 of accrued interest due on this note. As of April 30, 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 April 30, 2024 and October 31, 2023, the Company has recorded $ 54,419 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. 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 Advances from Related Party During the six months ended April 30, 2024, Donald Owens, the Company's Chairman of the Board of Directors, advanced $ 710,585 to the Company to cover operating expenses. NOTE 10 – RECEIVABLE SETTLEMENT WITH RELATED PARTY As of January 31, 2024, October 31, 2023 and October 31, 2022, the Company had a receivable from HNO Hydrogen Generators totaling $ 56,392 on its balance sheet, which was unsecured and due on demand. The receivable was fully settled through a transfer of assets in connection with a settlement agreement effective April 15, 2024. The settlement agreement involved the transfer of equipment, categorized into large and small equipment, with a combined value of $56,392. Specifically, large equipment was valued at $32,327, and small equipment at $24,065. This settlement agreement fully resolved all claims associated with the receivable. On the date of settlement, $ 5,185 was calculated as 5 % interest and was recorded on the balance sheet as accrued interest receivable. NOTE 11 – 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 (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. 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 April 30, 2024 and October 31, 2023, was $ 136,725 and $ 103,821 , respectively. NOTE 12 – 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 13 – SUBSEQUENT EVENTS Common Stock Issued Subsequent to the quarter ended April 30, 2024, the Company issued 156,278 shares of common stock under Regulation A for cash totaling $ 156,278 . Subsequent to the quarter ended April 30, 2024, the Company issued 62,750 shares of common stock under Regulation A for stock payables. Subsequent to the quarter ended April 30, 2024, the Company entered into a Stock Subscription Agreement with accredited investors (under Rule 506 (b) of Regulation D under the Securities Act of 1933, as amended). Whereby the Company privately sold a total of 947,142 shares of its common stock, $ 0.001 par value per share, (“common stock”) for a cash purchase price of $ 260,500 . The 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. 17 Settlement with Vivaris Capital, LLC Subsequent to the quarter ended April 30, 2024, the Company entered into a Settlement Agreement and Mutual Release of All Claims with Vivaris Capital, LLC, resolving a dispute from a prior Advisory Agreement. On March 31, 2022, the Company issued 10,000,000 shares of common stock to Vivaris Capital, LLC in connection with the Advisory Agreement. However, Vivaris Capital, LLC did not pay for these shares, resulting in a disagreement regarding performance under the agreement. On May 3, 2024, the Company and Vivaris Capital, LLC executed a Settlement Agreement. As part of this agreement, the Company paid Vivaris Capital, LLC a settlement amount of $ 15,500 , and the 10,000,000 shares issued to Vivaris Capital, LLC were canceled. This settlement nullifies any outstanding receivables related to the stock issuance and fully resolves the dispute between the parties. As per the Settlement Agreement and Mutual Release of All Claims executed on May 3, 2024, the Company and Vivaris Capital, LLC have resolved their dispute. The settlement terms include the cancellation of the 10,000,000 shares issued to Vivaris Capital, LLC. Additionally, the Company agreed to pay Vivaris Capital, LLC a settlement amount of $ 15,500 . This agreement nullifies any outstanding receivable related to the stock issuance and resolves the dispute in full. 18