HNO International, Inc. 10-K/A

ITEM 9A. CONTROLS AND PROCEDURES. As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being October 31, 2024. This evaluation was carried out under the supervision and with the participation 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 other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Treasurer (who serves as our Principal Financial and Accounting Officer), to allow timely decisions regarding required disclosure. Based upon that evaluation, including our Chief Executive Officer and Treasurer (who serves as our Principal Financial and Accounting Officer), we have concluded that our disclosure controls and 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of October 31, 2024 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013). As a result of this assessment, management concluded that, as of October 31, 2024, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. Our management has concluded that in light of the accounting errors described in Note 2 to the notes to the financial statements included herein, a material weakness exists in our internal control over financial reporting as of October 31, 2023. As a result, management concluded that our internal control over financial reporting was not effective as of October 31, 2023 at a reasonable assurance level. We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending October 31, 2025: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting, which are included within disclosure controls and procedures, that occurred during our fiscal quarter ended October 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. Securities Trading Plans of Directors and Executive Officers None of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(c) of Regulation S-K) during the three months ended October 31, 2024. 28 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. Our bylaws state the number of the directors of the Company shall be determined by resolution of the Board of Directors. The Board of Directors currently consists of three directors who are expected to hold office until our next meeting of the shareholders. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified, or his earlier death, resignation or removal. Officers are elected by and serve at the discretion of the Board of Directors. The following table sets forth information regarding our executive officers, directors and significant employees, including their ages as of the date of this Report: The names of our director and executive officers as of the date of this Report, their respective ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors. Name Age Position Term in Office Donald Owens 71 President, Chief Executive Officer and Secretary November 20, 2024 to present Hossein Haririnia 71 Treasurer (who serves as our Principal Financial and Accounting Officer) and Director Treasurer from August 22, 2022 to present Director from December 22, 2022 to present Donald Owens 71 Chairman of the Board of Directors April 30, 2021 to present William Parker 59 Director December 22, 2022 to present Professional Experience The biographies of each executive officer below contain information regarding the person’s service as an executive officer, business experience, director positions held currently or at any time during the last five years, and information regarding involvement in certain legal or administrative proceedings, if applicable. A description of the principal occupation for the past five years and summary of the experience of the directors and officers of the Company is as follows: Donald Owens – CEO, President and Chairman of the Board of Directors Donald Owens founded HNO Green Fuels, Inc. on June 5, 2011, and has been serving as its Chairman and President from June 2011 to the present. As Chairman and President of HNO Green Fuels, Inc. Mr. Owens creating a customized hydrogen solution for reducing emissions in internal combustion engines and secured 19 US patents and 3 International Patents for this technology. HNO Green Fuels, Inc. is an affiliate of HNO International, Inc. Mr. Owens, appointed Chairman of the Board of Directors of HNO International, Inc. on April 30, 2021, continues to actively serve in this capacity. Previously, in the late 1990s, Mr. Owens’ was Chairman and CEO of Business Internet Systems. In July 1998, he launched a first-of-a-kind online platform that serviced the major business card printing needs of the US Congress, Branches of The Executive Office, and The Department of State. He was also actively involved in early web and networked database optimization for massive clients such as the US Census Bureau. He began his career in 1985 as a patent attorney for Western Electric and Bell Labs after attaining his law degree from Georgetown University. He received an engineering degree at General Motors Institute (now Kettering University). 29 Hossein Haririnia - MBA, CPA, CGFM – Treasurer (who serves as our Principal Financial and Accounting Officer) and Director Hossein Haririnia has overseen the financial functions of HNO International, Inc. since October 2021. On August 22, 2022 he was appointed Treasurer (who serves as our Principal Financial and Accounting Officer) and on December 22, 2022 he was appointed as a member of the board of directors. In his current capacity he provides technical assistance to the President on corporate-level decision-making. Before that, as a Treasurer (who serves as our Principal Financial and Accounting Officer), he managed financials for for-profit and nonprofit organizations. He also assisted in budget and cost proposal presentations for companies in countries, including Iran, Turkey, Dubai, Azerbaijan, and China. Mr. Haririnia has managed multi-million dollar budget preparations for government entities such as NASA, the US Department of Labor (DOL), and the US Department of Transportation (DOT). He has supervised a team of accounting staff and has served as an auditor and fraud examiner. William Parker – Director William Parker has spent 28 years in the ATM industry with vast ATM technology knowledge and IT/Communications experience it totals over 39 years combined. After attending The University of the District of Columbia on an athletic scholarship majoring in Electronic/ Computer Engineering, he continued his education at an Electronic Technology Certified School developed by George Washington University (TEC – Technical Education Center). As the Principal and Co-Founder of Alliant ATM Services (May 2, 2002 to present), Mr. Parker oversees the business operations of the company and is responsible for the ATM Service & Maintenance division, business development and project installation scheduling and coordination. Alliant ATM Services, is a certified minority-owned Corporation located in Annapolis, MD that specialize in the placement, installation, service and sell of cash dispensing Automated Teller Machines (ATMs) as well as Merchant Credit Card Services in the Washington DC Metropolitan Area. Alliant ATM Services is built on a solid foundation of vision, integrity, and honesty and is an Independent Sales Organization (ISO/ESO) and recently has become partnering agents with Alliant Merchant Services. William brings his tireless drive and work ethic to the business creating both opportunity and vision. Term of Office Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year until the meeting of the Board following the annual meeting of shareholders and until their successors have been elected and qualified. Legal Proceedings During the past ten years there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors or executive officers, and none of these persons has been involved in any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, or any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization. Family Relationships There are no family relationships between any of our directors and executive officers. Significant Employees We do not have any significant employees other than our current executive officers named in this Report. Board Leadership Structure and Risk Oversight The Board oversees our business and considers the risks associated with our business strategy and decisions. The Board currently implements its risk oversight function as a whole. Each of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration. 30 Committees Our board of directors has not yet established any committees. Code of Business Conduct and Ethics Our Board plans to adopt a written code of business conduct and ethics (the “ Code ”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code. ITEM 11. EXECUTIVE COMPENSATION. The table below summarizes all compensation paid to our named executive officers for the years ended October 31, 2024 and October 31, 2023. Name Fees Earned or Paid in Cash ($) Stock Awards ($) Total ($) Paul Mueller, Former President, CEO and Secretary (1)(5) Year Ended October 31, 2024 121,000 - 121,000 Year Ended October 31, 2023 125,000 57,500 182,500 Hossein Haririnia, Treasurer and Director (1)(4) Year Ended October 31, 2024 189,750 - 189,750 Year Ended October 31, 2023 170,500 57,500 228,000 Donald Owens President, CEO, Secretary and Chairman of the Board of Directors (2)(3)(5) Year Ended October 31, 2024 - - - Year Ended October 31, 2023 - - - (1) On August 22, 2022, we accepted the resignations from Wilhelm Cashen as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and member of the Board of Directors. Effective on the same date to fill the vacancies created by Mr. Cashen’s resignations, we appointed Paul Mueller as our President, Chief Executive Officer and Secretary. Also, on this date, Hossein Haririnia was appointed Treasurer (who serves as our Principal Financial and Accounting Officer). (2) On December 1, 2021, we accepted the resignation from Donald Owens as our President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. (3) On April 30, 2021, we accepted the resignation from Douglas Anderson as our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors. Effective on the same date to fill the vacancies created by Mr. Anderson’s resignations, we appointed Donald Owens as our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors. (4) On December 22, 2022, the Board of Directors appointed Hossein Haririnia to the Board of Directors effective as of December 22, 2022. (5) On November 20, 2024, we accepted the resignation from Paul Mueller as our President, Chief Executive Officer and Secretary. Effective on the same date to fill the vacancies created by Mr. 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 our directors who are not also named executive officers for the years ended October 31, 2024 and October 31, 2023. 31 Name Fees Earned or Paid in Cash ($) Stock Awards ($) Total ($) William Parker Director Year Ended October 31, 2024 - - - Year Ended October 31, 2023 - 23,000 23,000 Equity Awards As of October 31, 2024, there were no outstanding equity awards. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth certain information 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 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. The table 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 as of March 19, 2025. Except as otherwise indicated, all shares are owned directly, and the persons named in the table have sole voting and investment power with respect to shares shown as beneficially owned by them. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Name and Address (1) Number of Shares Beneficially Owned Class Percentage of Class (2) Officers and Directors Donald Owens CEO, President, Secretary and Chairman of the Board of Directors 30,000,000 5,000,000 245,000 Common Stock Series A Preferred Stock Series B Preferred Stock 37.76% 100% 68.00% Hossein Haririnia Treasurer (who serves as our Principal Financial and Accounting Officer) and Director 12,450,000 -0- Common Stock Series A Preferred Stock 15.61% -- William Parker Director 7,100,000 -0- Common Stock Series A Preferred Stock 8.9% -- All Named Executive Officers, Executive Officers and Directors as a Group (3 persons) 49,550,000 5,000,000 245,000 Common Stock Series A Preferred Stock Series B Preferred Stock 62.27% 100% 68.00% 5% Principal Stockholders HNO Green Fuels, Inc. (3) -0- 115,000 Common Stock Series B Preferred Stock -- 32.00% * Less than 1% (1) Unless otherwise noted, the address of the reporting person is c/o HNO International, Inc., 41558 Eastman Drive, Suite B, Murrieta, CA 92562. 32 (2) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this report. (3) Address: 42309 Winchester Road, Temecula, CA 92590. Donald Owens has voting and dispositive control over HNO Green Fuels, Inc. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Certain Relationships and Related Transactions Notes Payable, Related Party On November 19, 2021, we issued a note payable in the amount of $20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of December 19, 2022. The Company agreed to issue 20,000,000 shares of its common stock for settlement of the $20,000 note payable dated November 19, 2021 to HNO Green Fuels. The note matured on December 19, 2022 and was settled in full on December 26, 2022 with the issuance of these shares. The shares are ‘restricted securities’ under Rule 144 and the issuance of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended. On December 1, 2021, the Company issued a note payable in the amount of $500,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum. During the year ended October 31, 2023, $65,000 of principal was repaid. At October 31, 2023, there is $435,000 of principal and $19,199 of accrued interest due on this note. This note had a maturity date of January 1, 2023. On May 31, 2022, the Company issued a note payable in the amount of $590,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of May 31, 2030. On September 29, 2022, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of September 29, 2022. On October 20, 2022, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of October 20, 2023. On March 1, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 1, 2024. On March 8, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 8, 2024. On March 23, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 23, 2024. On April 3, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 3, 2024. On April 13, 2023, the Company issued a note payable in the amount of $20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 13, 2024. On April 17, 2023, the Company issued a note payable in the amount of $30,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 17, 2024. 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. 33 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. On December 19, 2024, the Company, entered into an Extension to Promissory Note (the "1 st Extension") with HNO Green Fuels, Inc., a Nevada corporation (“HNOGF”), 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 of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "2 nd Extension") with HNOGF, 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 of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "3 rd Extension") with HNOGF, 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 of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "4 th Extension") with HNOGF, 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 of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "5 th Extension") with HNOGF, 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 of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "6 th Extension") with HNOGF, 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 of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "7 th Extension") with HNOGF, 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 of December 31, 2024 to December 31, 2025. 34 On December 19, 2024, the Company entered into an Extension to Promissory Note (the "8 th Extension") with HNOGF, 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 of December 31, 2024 to December 31, 2025. On December 19, 2024, the Company entered into an Extension to Promissory Note (the "9 th Extension") with HNOGF, 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 of December 31, 2024 to December 31, 2025. Director Independence We use the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if: · the director is, or at any time during the past three years was, an employee of the Company; · the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service); · the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the Company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions; · the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or · the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit. Under such definitions, we have no independent directors. However, our Common Stock is not currently quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, we are not subject to any director independence requirements. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Fees related to services performed by Barton CPA and BF Borgers CPA PC for t he years ended October 31, 2024 and 2023, respectively, were as follows: 2024 2023 Audit-Related Fees $25,000 $ 85,000 Tax Fees 0 0 All Other Fees 1,590 1,454 Total $ 26,590 $ 86,454 Pre-Approval Policies The Board's policy is to pre-approve all audit services and all non-audit services before they commence, including the fees and terms thereof, to be provided by our independent auditor. All of the services provided during the fiscal year ended October 31, 2024 were pre-approved. No audit, review or attest services were approved in accordance with Section 2-01(c)(7)(i)(C) of Regulation S-X during the fiscal year ended October 31, 2024. During the approval process, the Board considered the impact of the types of services and the related fees on the independence of the independent registered public accounting firm. The services and fees were deemed compatible with the maintenance of that firm's independence, including compliance with rules and regulations of the SEC. Throughout the year, the Board will review any revisions to the estimates of audit fees initially estimated for the engagement. 35 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. a. The following documents are filed as part of this annual report on Form 10-K: 1. FINANCIAL STATEMENTS The following documents are filed in Part II, Item 8 of this annual report on Form 10-K: Report of Independent Registered Public Accounting Firm Audited Balance Sheets on October 31, 2024 and 2023, as restated Audited Statements of Operations for the years ended October 31, 2024 and 2023, as restated Audited Statement of Stockholders' Deficit for the years ended October 31, 2024 and 2023, as restated Audited Statements of Cash Flows for the years ended October 31, 2024 and 2023, as restated Notes to Audited Financial Statements 2. FINANCIAL STATEMENT SCHEDULES All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included. 36 3. EXHIBITS The exhibits listed below are filed with or incorporated by reference in this annual report on Form 10-K. Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 3.1 Articles of Incorporation filed May 2, 2005 S-1 333-275193 3.1 10/27/23 3.2 Certificate of Amendment filed March 5, 2009 S-1 333-275193 3.2 10/27/23 3.3 Certificate of Change filed March 5, 2009 S-1 333-275193 3.3 10/27/23 3.4 Certificate of Amendment filed April 8, 2010 S-1 333-275193 3.4 10/27/23 3.5 Certificate of Amendment filed June 4, 2020 S-1 333-275193 3.5 10/27/23 3.6 Certificate of Amendment filed August 31, 2021 S-1 333-275193 3.6 10/27/23 3.7 Certificate of Amendment filed January 6, 2023 S-1 333-275193 3.7 10/27/23 3.8 Certificate of Designation (Series A Preferred Stock) filed October 14, 2019 S-1 333-275193 3.8 10/27/23 3.9 Amendment to Certificate of Designation (Series A Preferred Stock) filed November 10, 2021 S-1 333-275193 3.9 10/27/23 3.10 Amended and Restated Bylaws 1-A 024-12194 1A-2B 4/14/23 3.11 Certificate of Designation (Series B Preferred Stock) filed January 2, 2025 8-K 000-56568 3.1 1/3/25 10.1 Patent Purchase Agreement dated January 24, 2023 1-A 000-56568 1A-6 4/14/23 10.2 Purchase and Sale Agreement with TCF Elrod, LLC dated August 28, 2023 10-Q 000-56568 10.2 9/14/23 10.3 Equity Financing Agreement with GHS dated October 9, 2023 S-1/A 333-275193 10.3 10/27/23 10.4 Registration Rights Agreement with GHS dated October 9, 2023 S-1/A 333-275193 10.4 10/27/23 10.5 Promissory Note, dated December 1, 2021, between HNO International, Inc. and HNO Green Fuels, Inc. S-1/A 333-275193 10.5 12/19/23 10.6 Promissory Note, dated May 31, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. S-1/A 333-275193 10.6 12/19/23 10.7 Promissory Note, dated September 29, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. S-1/A 333-275193 10.7 12/19/23 10.8 Promissory Note, dated October 20, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. S-1/A 333-275193 10.8 12/19/23 10.9 Promissory Note, dated March 1, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. S-1/A 333-275193 10.9 12/19/23 10.10 Promissory Note, dated March 8, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. S-1/A 333-275193 10.10 12/19/23 10.11 Promissory Note, dated March 23, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. S-1/A 333-275193 10.11 12/19/23 10.12 Promissory Note, dated April 3, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. S-1/A 333-275193 10.12 12/19/23 10.13 Promissory Note, dated April 13, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. S-1/A 333-275193 10.13 12/19/23 10.14 Promissory Note, dated April 17, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. S-1/A 333-275193 10.14 12/19/23 10.15 Extension to Promissory Note, dated December 1, 2021, between HNO International, Inc. and HNO Green Fuels, Inc. - Executed January 17, 2024 8-K 000-56568 99.1 1/23/24 37 Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 10.16 Extension to Promissory Note, dated September 29, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. - Executed January 17, 2024 8-K 000-56568 99.2 1/23/24 10.17 Extension to Promissory Note, dated October 20, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. - Executed January 17, 2024 8-K 000-56568 99.3 1/23/24 10.18 Extension to Promissory Note, dated December 19, 2024 for Note Issued December 1, 2021, between HNO International, Inc. and HNO Green Fuels, Inc. 8-K 000-56568 99.1 12/20/24 10.19 Extension to Promissory Note, dated December 19, 2024 for Note Issued September 29, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. 8-K 000-56568 99.2 12/20/24 10.20 Extension to Promissory Note, dated December 19, 2024 for Note Issued October 20, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. 8-K 000-56568 99.3 12/20/24 10.21 Extension to Promissory Note, dated December 19, 2024 for Note Issued March 1, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. 8-K 000-56568 99.4 12/20/24 10.22 Extension to Promissory Note, dated December 19, 2024 for Note Issued March 8, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. 8-K 000-56568 99.5 12/20/24 10.23 Extension to Promissory Note, dated December 19, 2024 for Note Issued March 23, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. 8-K 000-56568 99.6 12/20/24 10.24 Extension to Promissory Note, dated December 19, 2024 for Note Issued April 3, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. 8-K 000-56568 99.7 12/20/24 10.25 Extension to Promissory Note, dated December 19, 2024 for Note Issued April 13, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. 8-K 000-56568 99.8 12/20/24 10.26 Extension to Promissory Note, dated December 19, 2024 for Note Issued April 17, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. 8-K 000-56568 99.9 12/20/24 10.27 Termination Agreement, dated March 13, 2025, relating to the patent purchase agreement dated January 24, 2023 10-K 000-56568 10.27 3/20/25 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 * Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 * Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL, and included in exhibit 101). * Furnished, not filed. ITEM 16. FORM 10-K SUMMARY. None. 38 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HNO INTERNATIONAL, INC. Dated: September 19, 2025 By: /s/ Donald Owens Name: Donald Owens Title: President and Chief Executive Officer (Principal Executive Officer) By: /s/ Hossein Haririnia Name: Hossein Haririnia Title: Treasurer (Principal Financial and Accounting Officer) In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. SIGNATURE TITLE DATE By: /s/ Donald Owens Donald Owens President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) September 19, 2025 By: /s/ Hossein Haririnia Hossein Haririnia Treasurer and Director (Principal Financial and Accounting Officer) September 19, 2025 By: /s/ William Parker William Parker Director September 19, 2025 39