4 unchanged sentences
This evaluation was carried out under the supervision and with the participation
−Removed: of our management, including our Chief Executive Officer and Chief Financial Officer.
+Added: of our management, including our Chief Executive Officer and Treasurer (who serves as our Principal Financial and Accounting Officer).
Disclosure controls and procedures are controls and
4 unchanged sentences
required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated
−Removed: to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
+Added: to management, including our Chief Executive Officer and Treasurer (who serves as our Principal Financial and Accounting Officer), to
+Added: allow timely decisions regarding required disclosure.
Based upon that evaluation, including our Chief Executive
−Removed: Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were not effective as of the end of
−Removed: the period covered by this annual report for the reasons discussed below.
+Added: Officer and Treasurer (who serves as our Principal Financial and Accounting Officer), we have concluded that our disclosure controls and
+Added: procedures were not effective as of the end of the period covered by this annual report for the reasons discussed below.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
9 unchanged sentences
policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC
+Added: Our management has concluded that in light of the
+Added: accounting errors described in Note 2 to the notes to the financial statements included herein, a material weakness exists in our internal
+Added: control over financial reporting as of October 31, 2023.
+Added: As a result, management concluded that our internal control over financial reporting
+Added: was not effective as of October 31, 2023 at a reasonable assurance level.
We plan to take steps to enhance and improve the design
20 unchanged sentences
OTHER INFORMATION.
+Added: Securities Trading Plans of Directors and Executive Officers
+Added: None of our directors or executive officers adopted or terminated a
+Added: “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item
+Added: 408(c) of Regulation S-K) during the three months ended October 31, 2024.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
3 unchanged sentences
Company shall be determined by resolution of the Board of Directors.
−Removed: The Board of Directors currently consists of three (3) directors
−Removed: who are expected to hold office until our next meeting of the shareholders.
+Added: The Board of Directors currently consists of three directors who
+Added: are expected to hold office until our next meeting of the shareholders.
Each director is elected at our annual meeting of shareholders
10 unchanged sentences
President, Chief Executive Officer and Secretary
−Removed: August 22, 2022 to present
+Added: November 20, 2024 to present
Hossein Haririnia
−Removed: Treasurer and Director
+Added: Treasurer (who serves as our Principal Financial and Accounting Officer)
Treasurer from August 22, 2022 to present
10 unchanged sentences
past five years and summary of the experience of the directors and officers of the Company is as follows:
−Removed: Paul Mueller – CEO and President
−Removed: Paul Mueller brings over 30
−Removed: years of experience in the Aviation, Aerospace, and Defense industries, holding CEO and P&L leadership positions since 2007.
−Removed: has served as President and CEO for HNO International since August, 2022.
−Removed: Prior to joining HNOI, Paul established and ran Excel Business
−Removed: Coaching and Consulting, Inc from June, 2019 through August 2022.
−Removed: Paul was as CEO of AirTech, Inc.
−Removed: (June through October 2018), a $95M
−Removed: revenue business operating special mission surveillance aircraft in support of government missions.
−Removed: Prior to AirTech, Paul served as the
−Removed: Vice President of Government Solutions at Bristow Group (from June 2015 to August 2017), where he created and implemented a new business
−Removed: diversification strategy, generating a $1.5B revenue pipeline.
−Removed: Earlier in his career, Paul
−Removed: served as the Vice President for a $1.2B revenue division of Raytheon (from July 2011 to August 2013).
−Removed: He served as Vice President and
−Removed: General Manager of a Division of ITT Electronic Systems (from June 2007 to July 2011).
−Removed: He grew the business from a $65M revenue company
−Removed: – which was operating at a loss – to $750M revenue with 30% operating margin in just 36 months.
−Removed: Paul started his career as
−Removed: Marine Corps Infantry Officer where he learned his team building and leadership skills, a cornerstone of his success.
−Removed: Hossein Haririnia - MBA, CPA, CGFM – Treasurer
−Removed: Hossein Haririnia has overseen the financial functions
−Removed: of HNO International, Inc.
−Removed: since October 2021.
−Removed: On August 22, 2022 he was appointed Treasurer and on December 22, 2022 he was appointed
−Removed: as a member of the board of directors.
−Removed: In his current capacity he provides technical assistance to the President on corporate-level decision-making.
−Removed: Before that, as a Chief Financial Officer, he managed financials for for-profit and nonprofit organizations.
−Removed: He also assisted in budget
−Removed: and cost proposal presentations for companies in countries, including Iran, Turkey, Dubai, Azerbaijan, and China.
−Removed: Haririnia has managed multi-million dollar budget
−Removed: preparations for government entities such as NASA, the US Department of Labor (DOL), and the US Department of Transportation(DOT).
−Removed: has supervised a team of accounting staff and has served as an auditor and fraud examiner.
−Removed: Donald Owens – Chairman of the Board of Directors
+Added: Donald Owens – CEO, President and Chairman
+Added: of the Board of Directors
Donald Owens founded HNO Green
16 unchanged sentences
an engineering degree at General Motors Institute (now Kettering University).
+Added: Hossein Haririnia - MBA, CPA, CGFM – Treasurer
+Added: (who serves as our Principal Financial and Accounting Officer) and Director
+Added: Hossein Haririnia has overseen the financial functions
+Added: of HNO International, Inc.
+Added: since October 2021.
+Added: On August 22, 2022 he was appointed Treasurer (who serves as our Principal Financial and
+Added: Accounting Officer) and on December 22, 2022 he was appointed as a member of the board of directors.
+Added: In his current capacity he provides
+Added: technical assistance to the President on corporate-level decision-making.
+Added: Before that, as a Treasurer (who serves as our Principal Financial
+Added: and Accounting Officer), he managed financials for for-profit and nonprofit organizations.
+Added: He also assisted in budget and cost proposal
+Added: presentations for companies in countries, including Iran, Turkey, Dubai, Azerbaijan, and China.
+Added: Haririnia has managed multi-million dollar budget
+Added: preparations for government entities such as NASA, the US Department of Labor (DOL), and the US Department of Transportation (DOT).
+Added: has supervised a team of accounting staff and has served as an auditor and fraud examiner.
William Parker – Director
47 unchanged sentences
EXECUTIVE COMPENSATION.
−Removed: EXECUTIVE COMPENSATION
The table below summarizes all compensation paid to
−Removed: our named executive officers for the years ending October 31, 2023 and October 31, 2022.
+Added: our named executive officers for the years ended October 31, 2024 and October 31, 2023.
Fees Earned or Paid in Cash
Paul Mueller,
−Removed: President, CEO and Secretary (1)
+Added: Former President, CEO and Secretary (1)(5)
Year Ended October 31, 2024
4 unchanged sentences
Year Ended October 31, 2023
−Removed: Chairman of the Board of Directors (2)(3)
+Added: President, CEO, Secretary and Chairman of the Board of Directors (2)(3)(5)
Year Ended October 31, 2024
3 unchanged sentences
Cashen’s resignations, we appointed Paul Mueller as our President, Chief Executive Officer and Secretary.
−Removed: Also, on this date, Hossein Haririnia was appointed Treasurer.
+Added: Also, on this date, Hossein Haririnia was appointed Treasurer (who serves as our Principal Financial and Accounting Officer).
On December 1, 2021, we accepted the resignation from Donald Owens as our President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary.
3 unchanged sentences
On December 22, 2022, the Board of Directors appointed Hossein Haririnia to the Board of Directors effective as of December 22, 2022.
+Added: On November 20, 2024, we accepted the resignation from Paul Mueller as our President, Chief Executive Officer and Secretary.
+Added: Effective on the same date to fill the vacancies created by Mr.
+Added: Mueller’s resignation, the Company appointed Donald Owens, Chairman of the Board of Directors, as the Company’s Chief Executive Officer, President and Secretary.
Director Compensation
The table below summarizes all compensation paid to
−Removed: our directors who are not also named executive officers for the year ended October 31, 2023.
+Added: our directors who are not also named executive officers for the years ended October 31, 2024 and October 31, 2023.
Fees Earned or Paid in Cash
1 unchanged sentence
Year Ended October 31, 2024
+Added: Year Ended October 31, 2023
Equity Awards
4 unchanged sentences
The following table sets forth certain information
−Removed: as of January 29, 2024, as to shares of our shares of common stock beneficially owned by:
+Added: as of March 17, 2025, as to shares of our shares of common stock beneficially owned by:
(1) each person who is known by us to own beneficially
−Removed: more than 5% of the 429,433,085 (419,433,085 common plus 10,000,000 preferred) shares.
−Removed: table includes preferred stock that is convertible into common stock and information as to the ownership of our stock by each of its directors,
+Added: more than 5% of the 85,085,491 (79,725,491 common plus 5,000,000 series a preferred and 360,000 series b preferred) shares.
+Added: includes preferred stock that is convertible into common stock and information as to the ownership of our stock by each of its directors,
named executive officers, and executive officers and by the directors and executive officers as a group.
There were no stock options outstanding
−Removed: as of January 29, 2024.
+Added: as of March 19, 2025.
Except as otherwise indicated, all shares are owned directly, and the persons named in the table have sole voting
9 unchanged sentences
Officers and Directors
−Removed: CEO, President and Secretary
+Added: CEO, President, Secretary and Chairman of the Board
Series A Preferred Stock
+Added: Series B Preferred Stock
Hossein Haririnia
−Removed: Treasurer and Director
−Removed: Series A Preferred Stock
−Removed: (Chairman of the Board of Directors)
+Added: Treasurer (who serves as our Principal Financial and
+Added: Accounting Officer) and Director
Series A Preferred Stock
1 unchanged sentence
Series A Preferred Stock
−Removed: All Named Executive Officers, Executive Officer and Directors as a Group
+Added: All Named Executive Officers, Executive Officers and Directors as a Group
Series A Preferred Stock
+Added: Series B Preferred Stock
5% Principal Stockholders
HNO Green Fuels, Inc.
+Added: Series B Preferred Stock
* Less than 1%
81 unchanged sentences
All prior defaults were waived by HNO Green Fuels.
+Added: 1, 2024, the Company entered into an Extension to Promissory Note (the "4 th Extension") with HNO Green Fuels,
+Added: pursuant to the terms set forth in the 4 th Extension.
+Added: The 4 th Extension amends the Promissory Note issued
+Added: on March 1, 2023, extending the Maturity Date to December 31, 2024.
+Added: All prior defaults were waived by HNO Green Fuels.
+Added: 1, 2024, the Company entered into an Extension to Promissory Note (the "5 th Extension") with HNO Green Fuels,
+Added: pursuant to the terms set forth in the 5 th Extension.
+Added: The 5 th Extension amends the Promissory Note issued
+Added: on March 8, 2023, extending the Maturity Date to December 31, 2024.
+Added: All prior defaults were waived by HNO Green Fuels.
+Added: 1, 2024, the Company entered into an Extension to Promissory Note (the "6 th Extension") with HNO Green Fuels,
+Added: pursuant to the terms set forth in the 6 th Extension.
+Added: The 6 th Extension amends the Promissory Note issued
+Added: on March 23, 2023, extending the Maturity Date to December 31, 2024.
+Added: All prior defaults were waived by HNO Green Fuels.
+Added: 1, 2024, the Company entered into an Extension to Promissory Note (the "7 th Extension") with HNO Green Fuels,
+Added: pursuant to the terms set forth in the 7 th Extension.
+Added: The 7 th Extension amends the Promissory Note issued
+Added: on April 3, 2023, extending the Maturity Date to December 31, 2024.
+Added: All prior defaults were waived by HNO Green Fuels.
+Added: 1, 2024, the Company entered into an Extension to Promissory Note (the "8 th Extension") with HNO Green Fuels,
+Added: pursuant to the terms set forth in the 8 th Extension.
+Added: The 8 th Extension amends the Promissory Note issued
+Added: on April 13, 2023, extending the Maturity Date to December 31, 2024.
+Added: All prior defaults were waived by HNO Green Fuels.
+Added: 1, 2024, the Company entered into an Extension to Promissory Note (the "9 th Extension") with HNO Green Fuels,
+Added: pursuant to the terms set forth in the 9 th Extension.
+Added: The 9 th Extension amends the Promissory Note issued
+Added: on April 17, 2023, extending the Maturity Date to December 31, 2024.
+Added: All prior defaults were waived by HNO Green Fuels.
+Added: 19, 2024, the Company, entered into an Extension to Promissory Note (the "1 st Extension") with HNO Green Fuels,
+Added: Inc., a Nevada corporation (“HNOGF”), pursuant to the terms set forth in the 1 st Extension.
+Added: The 1 st Extension
+Added: amends the Promissory Note issued on December 1, 2021, extending the Maturity Date of December 31, 2024 to December 31, 2025.
+Added: 19, 2024, the Company entered into an Extension to Promissory Note (the "2 nd Extension") with HNOGF, pursuant
+Added: to the terms set forth in the 2 nd Extension.
+Added: The 2 nd Extension amends the Promissory Note issued on September
+Added: 29, 2022, extending the Maturity Date of December 31, 2024 to December 31, 2025.
+Added: 19, 2024, the Company entered into an Extension to Promissory Note (the "3 rd Extension") with HNOGF, pursuant
+Added: to the terms set forth in the 3 rd Extension.
+Added: The 3 rd Extension amends the Promissory Note issued on October
+Added: 20, 2022, extending the Maturity Date of December 31, 2024 to December 31, 2025.
+Added: 19, 2024, the Company entered into an Extension to Promissory Note (the "4 th Extension") with HNOGF, pursuant
+Added: to the terms set forth in the 4 th Extension.
+Added: The 4 th Extension amends the Promissory Note issued on March
+Added: 1, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.
+Added: 19, 2024, the Company entered into an Extension to Promissory Note (the "5 th Extension") with HNOGF, pursuant
+Added: to the terms set forth in the 5 th Extension.
+Added: The 5 th Extension amends the Promissory Note issued on March
+Added: 8, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.
+Added: 19, 2024, the Company entered into an Extension to Promissory Note (the "6 th Extension") with HNOGF, pursuant
+Added: to the terms set forth in the 6 th Extension.
+Added: The 6 th Extension amends the Promissory Note issued on March
+Added: 23, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.
+Added: 19, 2024, the Company entered into an Extension to Promissory Note (the "7 th Extension") with HNOGF, pursuant
+Added: to the terms set forth in the 7 th Extension.
+Added: The 7 th Extension amends the Promissory Note issued on April
+Added: 3, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.
+Added: 19, 2024, the Company entered into an Extension to Promissory Note (the "8 th Extension") with HNOGF, pursuant
+Added: to the terms set forth in the 8 th Extension.
+Added: The 8 th Extension amends the Promissory Note issued on April
+Added: 13, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.
+Added: 19, 2024, the Company entered into an Extension to Promissory Note (the "9 th Extension") with HNOGF, pursuant
+Added: to the terms set forth in the 9 th Extension.
+Added: The 9 th Extension amends the Promissory Note issued on April
+Added: 17, 2023, extending the Maturity Date of December 31, 2024 to December 31, 2025.
Director Independence
14 unchanged sentences
PRINCIPAL ACCOUNTING FEES AND SERVICES.
−Removed: Fees related to services performed by BF Borgers CPA
−Removed: PC for the years ended October 31, 2023 and 2022, respectively, were as follows:
+Added: Fees related to services performed by Barton CPA
+Added: Borgers CPA PC for t he years ended October 31, 2024 and 2023, respectively, were as follows:
Audit-Related Fees
6 unchanged sentences
in accordance with Section 2-01(c)(7)(i)(C) of Regulation S-X during the fiscal year ended October 31, 2024.
−Removed: During the approval process, the Board considered
−Removed: the impact of the types of services and the related fees on the independence of the independent registered public accounting firm.
−Removed: services and fees were deemed compatible with the maintenance of that firm's independence, including compliance with rules and regulations
−Removed: Throughout the year, the Board will review any revisions to the estimates of audit fees initially estimated for the engagement.
+Added: During the approval process, the Board
+Added: considered the impact of the types of services and the related fees on the independence of the independent registered public
+Added: accounting firm.
+Added: The services and fees were deemed compatible with the maintenance of that firm's independence, including compliance
+Added: with rules and regulations of the SEC.
+Added: Throughout the year, the Board will review any revisions to the estimates of audit fees
+Added: initially estimated for the engagement.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
4 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: Audited Balance Sheets on October 31, 2023 and 2022
+Added: Audited Balance Sheets on October 31, 2024 and 2023, as restated
Audited Statements of Operations for the years ended October 31, 2024 and
+Added: 2023, as restated
Audited Statement of Stockholders' Deficit for the years ended October
−Removed: 2023 and 2022
+Added: 31, 2024 and 2023, as restated
Audited Statements of Cash Flows for the years ended October 31, 2024 and
+Added: 2023, as restated
Notes to Audited Financial Statements
15 unchanged sentences
Amended and Restated Bylaws
+Added: Certificate of Designation (Series B Preferred Stock) filed January 2, 2025
Patent Purchase Agreement dated January 24, 2023
25 unchanged sentences
- Executed January 17, 2024
+Added: Exhibit Description
Extension to Promissory Note, dated September 29, 2022, between HNO International, Inc.
4 unchanged sentences
- Executed January 17, 2024
+Added: Extension to Promissory Note, dated December 19, 2024 for Note Issued December 1, 2021, between HNO International, Inc.
+Added: and HNO Green Fuels, Inc.
+Added: Extension to Promissory Note, dated December 19, 2024 for Note Issued September 29, 2022, between HNO International, Inc.
+Added: and HNO Green Fuels, Inc.
+Added: Extension to Promissory Note, dated December 19, 2024 for Note Issued October 20, 2022, between HNO International, Inc.
+Added: and HNO Green Fuels, Inc.
+Added: Extension to Promissory Note, dated December 19, 2024 for Note Issued March 1, 2023, between HNO International, Inc.
+Added: and HNO Green Fuels, Inc.
+Added: Extension to Promissory Note, dated December 19, 2024 for Note Issued March 8, 2023, between HNO International, Inc.
+Added: and HNO Green Fuels, Inc.
+Added: Extension to Promissory Note, dated December 19, 2024 for Note Issued March 23, 2023, between HNO International, Inc.
+Added: and HNO Green Fuels, Inc.
+Added: Extension to Promissory Note, dated December 19, 2024 for Note Issued April 3, 2023, between HNO International, Inc.
+Added: and HNO Green Fuels, Inc.
+Added: Extension to Promissory Note, dated December 19, 2024 for Note Issued April 13, 2023, between HNO International, Inc.
+Added: and HNO Green Fuels, Inc.
+Added: Extension to Promissory Note, dated December 19, 2024 for Note Issued April 17, 2023, between HNO International, Inc.
+Added: and HNO Green Fuels, Inc.
+Added: Termination Agreement, dated March 13, 2025, relating to the patent purchase agreement dated January 24, 2023
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
17 unchanged sentences
HNO INTERNATIONAL, INC.
−Removed: January 29, 2024
−Removed: /s/ Paul Mueller
+Added: March 20, 2025
+Added: /s/ Donald Owens
President and Chief Executive Officer
5 unchanged sentences
by the following persons on behalf of the registrant and in the capacities and on the date indicated.
−Removed: /s/ Paul Mueller
−Removed: President and Chief Executive Officer
+Added: /s/ Donald Owens
+Added: President, Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
−Removed: January 29, 2024
+Added: March 20, 2025
/s/ Hossein Haririnia
2 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: January 29, 2024
−Removed: /s/ Donald Owens
−Removed: Chairman of the Board of Directors
−Removed: January 29, 2024
+Added: March 20, 2025
/s/ William Parker
William Parker
−Removed: January 29, 2024
+Added: March 20, 2025
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.