What changed in this filing

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Item 1. Financial Statements

2024-09-20 compared with 2024-06-27 · 229 added, 175 removed, 496 unchanged (45% of the section changed)

3 unchanged sentences

Current Assets

Accrued interest receivable

Due from related party

3 unchanged sentences

Intangible assets, net

Long term asset

Long term asset, net

Security deposits

6 unchanged sentences

Advances, related party

Customer deposits

Notes payable, related party

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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

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

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

410,739,392 and 419,341,584 shares issued and outstanding as of July 31, 2024 and October 31, 2023, respectively

Common stock payable

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HNO INTERNATIONAL, INC.

CONDENSED STATEMENT OF OPERATIONS

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Cost of goods sold

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CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three months and six months ended April 30, 2024 and 2023

For the three and nine months ended July 31, 2024 and 2023

Series A Preferred Stock

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Regulation A stock issuances

Net loss for the three months ended January 31, 2024

Balance at January 31, 2024

Regulation A stock issuances

Net loss for the three months ended April 30, 2024

Balance at April 30, 2024

Regulation A stock issuances

Regulation D stock issuances

Shares cancelled as per settlement agreement - Vivaris Capital

Balance at July 31, 2024

Balance at October 31, 2022

Common stock issued for cash

Common stock based compensation

Regulation D stock issuances

Common stock issued for services

Common stock issued for settlement of debt

Common stock to be issued from cash proceeds

Common stock to be issued from Reg D cash proceeds

Series A preferred issued pursuant to patent agreement

Net loss for the three months ended January 31, 2023

Balance at January 31, 2023

Common stock issued for cash

Net loss for the three months ended April 30, 2023

Regulation D stock issuances

Balance at April 30, 2023

Regulation D stock issuances

Regulation A stock issuances

Balance at July 31, 2023

The accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENT OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

Cash Flow from Operating Activities

Net loss for the period

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

Depreciation and amortization

Lease liability

Shares issued for services

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Decrease in due from related party

Increase in accrued interest receivable

Increase in accounts payable

Increase in accrued interest payable

Increase in lease liability

Decrease in payroll taxes

Payments of lease liabilities

(Decrease) increase in payroll taxes

Net Cash Used in Operating Activities

1 unchanged sentence

Proceeds from related party advances

Proceeds from related party note payable

Proceeds from security deposits

Proceeds from sale of common stock subscription payable

Proceeds from customer deposits

Proceeds from common stock subscriptions payable

Proceeds from sale of common stock

Repayment of related party note payable

Net Cash Provided by Financing Activities

3 unchanged sentences

Net Cash Used in Investing Activities

Net increase in cash

Net increase (decrease) in cash

Cash at beginning of period

5 unchanged sentences

Series A preferred stock issued pursuant to patent agreement

Cancellation of common stock

Common stock issued for conversion of debt

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NOTES TO CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2024

JULY 31, 2024

NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING

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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.

and cash flows of the Company for the nine months ended July 31, 2024.

Use of Estimates

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allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance

During the six months ended

April 30, 2024 and 2023, the Company had revenue of $ 0 and $ 13,000 .

During the nine months ended

July 31, 2024 and 2023, the Company had revenue of $ 4,241 and $ 13,000 .

Revenue was recognized from hydrogen engineering services and combustion

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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

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

The Company accounts for leases in accordance with ASC 842, Leases

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.

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.

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

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

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

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

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NOTE 3 – GOING CONCERN

At April 30, 2024, we had an accumulated deficit of

On July 31, 2024, we had an accumulated deficit of

$ 43,194,383 .

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equipment consisted of the following:

Schedule of property and

Schedule of property and equipment

Small equipment

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Property and Equipment, Net

expenses for the six months ended April 30, 2024, and 2023 was $ 68,041 and $ 3,250 , respectively.

expenses for the nine months ended July 31, 2024, and 2023 were $ 110,132 and $ 18,314 , respectively.

NOTE 5 – INTANGIBLE ASSETS

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HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY

Intangible assets at April 30, 2024

Intangible assets as at July 31,

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

Schedule of intangible assets

April 30, 2024

July 31, 2024

Accumulated amortization

Intangible assets, net

expense for the six months ended April 30, 2024, and 2023 was $ 2,051 and $ 1,096 , respectively.

expenses for the nine months ended July 31, 2024, and 2023 was $ 3,088 and $ 2,136 , respectively.

NOTE 6 – LEASES

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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.

On November 18, 2020, the Company entered into an operating lease with

the landlord, Demarius Holdings, Inc., commencing on December 1, 2020, and ending on November 30, 2023, for the office spaces located

at 41558 Eastman Drive, Suites B and C, Murrieta, California 92562.

The monthly rent was $4,183.

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.

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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.

an increase to $2,573 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,647 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 monthly rental amount for Suite C is $2,434 for the period from February 1, 2024, to November 30, 2024, with an

increase to $2,506 for the period from December 1, 2024, to November 30, 2025, and an increase to $2,555 for the period from December

1, 2025, to November 30, 2026.

The Company has active operating lease arrangements

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The Company was required to classify such leases as operating leases in accordance with the provisions of ASC 842.

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 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 July 31, 2024, the ROU asset was $ 135,875

and operating lease liabilities were $ 136,719 .

The operating lease liabilities consist of a current portion of $ 56,051 and a non-current

portion of $ 80,668 .

The weighted average remaining lease term was 2.34 years and the weighted average discount rate was 4.14 %.

Remaining lease term as of April 30, 2024:

Operating Cash Flows Related to Leases

During the nine months ended July 31, 2024, the Company

made cash payments totaling $844 related to its operating leases.

These payments are included in the Condensed Statement of Cash Flows

under operating activities as "Payments of lease liabilities."

Remaining lease term as of July 31, 2024:

Schedule of remaining lease term

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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.

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,

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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.

of common stock for $ 1,968,032 in cash under its Regulation A offering, qualified on May 3, 2023.

Additionally, the Company issued 13,750

Regulation A shares, resulting in $ 13,750 classified as common stock receivable due to unpaid balances, and sold 19,750 Regulation A shares,

which were classified as $ 19,750 common stock payable.

During the quarter ended October 31, 2023, the Company

issued 52,500 shares of common stock for $ 52,500 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023.

also issued 6,000 Regulation A shares previously classified as common stock payable and sold 18,501 Regulation A shares, classified as

$ 18,501 common stock payable.

On October 9, 2023, the Company issued 24,753 shares

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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.

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 74,500 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.

of common stock for $ 74,500 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023.

The Company also issued 17,001

Regulation A shares previously classified as common stock payable and sold 51,000 Regulation A shares, classified as $ 51,000 common stock

During the quarter ended April 30, 2024, the Company issued 64,900 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

of common stock for $ 69,400 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023.

The Company also issued 51,000

Regulation A shares previously classified as common stock payable and sold 64,250 Regulation A shares, classified as $ 64,250 common stock

During the quarter ended July 31, 2024, the Company

issued 158,278 shares of common stock for $ 158,278 in cash under its Regulation A offering, qualified by the SEC on May 3, 2023.

also issued 60,750 Regulation A shares previously classified as common stock payable and sold 1,000 Regulation A shares, classified as

$ 1,000 common stock payable.

During the quarter ended

July 31, 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 966,879 shares of its common stock, $ 0.001 par

value per share, (“common stock”) for a cash purchase price of $ 275,500 .

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.

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

had 410,739,392 and 419,341,584 shares of common stock issued and outstanding, respectively.

Stock Receivable

As of July 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.

On March 31, 2022, the Company issued 10,000,000 shares

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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.

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 , which has been recorded as a legal expense.

This agreement nullifies any outstanding receivable related

to the stock issuance and resolves the dispute in full.

Stock Payable

As of April 30, 2024, the Company sold 79,500 shares

As of July 31, 2024, the Company sold 17,750 shares

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

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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

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

As of April 30, 2024, and October 31, 2023, the Company

As of July 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.

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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.

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.

On November 19, 2021, the Company issued a note

payable in the amount of $ 20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer.

This note bears an interest

rate of 2 % per annum and had a maturity date of December 19, 2022 .

The Company agreed to issue 20,000,000 shares of its common stock

for settlement of the $ 20,000 note payable dated November 19, 2021 to HNO Green Fuels.

The note matured on December 19, 2022 and the

$ 20,000 principal was settled 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 accrued interest of $ 436 remains due in connection with this note.

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 %

During the year ended October 31, 2023, $ 65,000 of principal was repaid.

At July 31, 2024, there is $ 435,000 of principal and

$ 25,325 of accrued interest due on this note.

This note had a maturity date of January 1, 2023 .

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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

At July 31, 2024, there is $ 590,000 of principal and $ 25,604 of accrued interest due

on this note.

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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

At July 31, 2024, there is $ 50,000 of principal and $ 1,838 of accrued interest

due on this note.

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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

At July 31, 2024, there is $ 50,000 of principal and $ 1,781 of accrued interest

due on this note.

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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

At July 31, 2024, there is $ 50,000 of principal and $ 1,419 of accrued interest due

on this note.

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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

At July 31, 2024, there is $ 50,000 of principal and $ 1,400 of accrued interest due

on this note.

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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

At July 31, 2024, there is $ 50,000 of principal and $ 1,359 of accrued interest

due on this note.

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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

At July 31, 2024, there is $ 50,000 of principal and $ 1,329 of accrued interest due

on this note.

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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

At July 31, 2024, there is $ 20,000 of principal and $ 520 of accrued interest due

on this note.

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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

At July 31, 2024, there is $ 30,000 of principal and $ 774 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

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

has recorded $ 61,786 and $ 41,270 , respectively in accrued interest in connection with these notes in the accompanying condensed financial

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Advances from Related Party

During the six months ended April 30, 2024, Donald Owens, the Company's

During the nine months ended July 31, 2024, Donald Owens, the Company's

Chairman of the Board of Directors, advanced $ 800,585 to the Company to cover operating expenses.

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sheet as accrued interest receivable.

NOTE 11 – SIMPLE AGREEMENT FOR FUTURE EQUITY

The $ 5,185 balance of accrued interest was fully received on July 3, 2024.

NOTE 11 – INTELLECTUAL PROPERTY:

PROTOTYPE COMPACT HYDROGEN REFUELING

STATION (CHRS)

On July 10, 2023, the Company entered into a Simple

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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.

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.

revised approach.

Under the newly proposed approach, Varea Inc.

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

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.

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.

On December 6, 2023, the SAFE was terminated as part

of a Mutual Release Agreement between HNO International, Inc., and Varea, Inc.

Under the terms of this Mutual Release Agreement, the intellectual

property related to the prototype Compact Hydrogen Refueling Station (CHRS), developed with the funds provided under the SAFE, was retained

by HNO International, Inc.

The balance of the SAFE on December 6, 2023, and October

31, 2023, was $ 136,725 and $ 103,821 , respectively.

Following the termination of the SAFE, the amount previously recorded under the SAFE

was reclassified, and the intellectual property associated with the CHRS is now fully owned and recognized as a long-term intangible asset

on HNO International, Inc.'s balance sheet.

This long-term asset is solely the intellectual property associated with the CHRS and does

not include any physical equipment.

The intellectual property associated with the CHRS

is being amortized over a useful life of 5 years, beginning on December 6, 2023.

The amortization expense for the current period is $ 6,836 ,

recognizing the straight-line amortization of the asset over the remaining useful life.

Schedule of amortization expense

Long term asset

Accumulated amortization

Long term asset, net

NOTE 12 – TERMINATION OF PROPERTY ACQUISITION AGREEMENT

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NOTE 13 – SUBSEQUENT EVENTS

Subsequent events have been evaluated through September 20, 2024, which

represents the date the financial statements were available to be issued, and no events, other than discussed below have occurred through

that date that would impact the financial statements.

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.

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.

On August 16, 2024, the Company

issued 2,500 shares of common stock under Regulation A for stock payables.

The Company entered into

Stock Subscription Agreements 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 1,295,973 shares of its common stock, $ 0.001 par value per share (“common stock”),

for a cash purchase price of $ 250,000 .

The Company issued 629,306 shares on August 19, 2024 and 666,667 shares on September 16, 2024,

as ‘restricted securities’ under Rule 144 of the Securities Act.

The proceeds from the sale of common stock will be used for

operating capital.

On August 13, 2024, the Company’s

Board of Directors approved the issuance of 5,050,000 shares of our common stock in exchange for services rendered to the Company.

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 August 21, 2024, the Company made a payment of

$ 40,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer, repaying accrued interest payable on outstanding notes payable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements