Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2024

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission File Number: 000-56568

HNO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-2781289
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
41558 Eastman Drive Suite B Murrieta, California (Address of principal executive offices)		92562 (Zip Code)

(951) 305-8872

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of September 20, 2024, the registrant had 417,087,865 outstanding shares of Common Stock.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains "forward-looking statements" that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our Form 10-K filed on January 29, 2024, and other filings we make with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

The following discussion and analysis of financial condition and results of operations is based upon and should be read in conjunction with our audited financial statements and related notes thereto included elsewhere in this report, and in our Annual Report on Form 10-K filed on January 29, 2024.

HNO INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JULY 31, 2024

TABLE OF CONTENTS

		PAGE
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Unaudited Condensed Balance Sheets as of July 31, 2024 and October 31, 2023	5
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended July 31, 2024 and July 31, 2023	6
	Unaudited Condensed Statement of Stockholders’ Deficit for the Three and Nine Months Ended July 31, 2024 and July 31, 2023	7
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended July 31, 2024 and July 31, 2023	8
	Notes to Unaudited Condensed Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II	OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 5.	Other Information	26
Item 6.	Exhibits	26
	Signatures	27

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

HNO INTERNATIONAL, INC. CONDENSED BALANCE SHEETS (Unaudited)


		July 31,			October 31,
		2024			2023
ASSETS
Current Assets
Cash	$	78,917		$	235,159
Due from related party		—			56,392
Total Current Assets		78,917			291,551

Non-Current Assets
Property and equipment, net		993,578			767,938
Intangible assets, net		76,236			79,324
Long term asset, net		129,889			103,821
ROU asset		135,875			—
Security deposits		—			100,000
Total Non-Current Assets		1,335,578			1,051,083
TOTAL ASSETS	$	1,414,495		$	1,342,634

LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts payable		22,052			925
Accrued interest payable		61,913			41,270
Lease liability		56,051			—
Payroll tax		2,838			17,640
Advances, related party		800,585			—
Customer deposits		99			—
Notes payable, related party		785,000			785,000
Total Current Liabilities		1,728,538			844,835

Non-Current Liability
Lease liability		80,668			—
Long term notes payable, related party		590,000			590,000
Total Non-Current Liability		670,668			590,000
Total Liabilities		2,399,206			1,434,835

STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.001 per share; 15,000,000 shares authorized		—			—
Series A, par value $0.001 per share; 10,000,000 shares authorized; 10,000,000 and 10,000,000 shares issued and outstanding as of July 31, 2024 and October 31, 2023, respectively		10,000			10,000
Common stock, par value $0.001 per share; 985,000,000 shares authorized; 410,739,392 and 419,341,584 shares issued and outstanding as of July 31, 2024 and October 31, 2023, respectively		410,739			419,341
Common stock payable		17,750			32,251
Common stock subscription receivable		(13,750	)		(23,750	)
Additional paid-in capital		41,784,933			41,079,902
Accumulated deficit		(43,194,383	)		(41,609,945	)
Total Stockholders’ Deficit		(984,711	)		(92,201	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,414,495		$	1,342,634
The accompanying notes are an integral part of these unaudited condensed financial statements.

HNO INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)


	For the Three Months Ended July 31,						For the Nine Months Ended July 31,
	2024			2023			2024			2023

Revenue	$	4,241		$	—		$	4,241		$	13,000
Cost of goods sold		(3,688	)		—			(3,688	)		(5,885	)
Gross Profit		553			—			553			7,115

Operating expenses
Advertising and marketing		9,593			—			9,593			3,000
General and administrative expenses		430,693			437,472			1,440,197			927,082
Depreciation and amortization		49,964			16,103			120,056			20,450
Total Operating Expenses		490,250			453,575			1,569,846			950,532
Other Income (Expenses)
Interest income		7			996			5,499			1,000
Interest expense		(6,931	)		(7,227	)		(20,644	)		(19,611	)
Total Other (Expenses)		(6,924	)		(6,231	)		(15,145	)		(18,611	)
Loss from Operations	$	(496,621	)	$	(459,806	)	$	(1,584,438	)	$	(962,028	)
Net Loss	$	(496,621	)	$	(459,806	)	$	(1,584,438	)	$	(962,028	)
PER SHARE AMOUNTS
Basic and diluted net loss per share		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted average number of common shares outstanding - basic and diluted		410,591,730			414,622,749			416,515,952			329,924,011

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

HNO INTERNATIONAL, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT
For the three and nine months ended July 31, 2024 and 2023
(Unaudited)


	Series A Preferred Stock				Common Stock						Stock			Share Subscription			Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Shares			Amount			Payable			Receivable			Capital		Deficit			Deficit
Balance at October 31, 2023		10,000,000	$	10,000		419,341,584		$	419,341			32,251		$	(23,750	)	$	41,079,902	$	(41,609,945	)	$	(92,201	)
Regulation A stock issuances		—		—		91,501			92			33,999			—			91,409		—			125,500
Net loss		—		—		—			—			—			—			—		(522,784	)		(522,784	)
Balance at January 31, 2024		10,000,000	$	10,000		419,433,085		$	419,433		$	66,250		$	(23,750	)	$	41,171,311	$	(42,132,729	)	$	(489,485	)
Regulation A stock issuances		—		—		120,400			120			13,250			—			120,280		—			133,650
Net loss		—		—		—			—			—			—			—		(565,033	)		(565,033	)
Balance at April 30, 2024		10,000,000	$	10,000		419,553,485		$	419,553		$	79,500		$	(23,750	)	$	41,291,591	$	(42,697,762	)	$	(920,868	)
Regulation A stock issuances						219,028			219			(61,750	)		—			218,809		—			157,278
Regulation D stock issuances						966,879			967			—			—			274,533		—			275,500
Shares cancelled as per settlement agreement - Vivaris Capital		—		—		(10,000,000	)		(10,000	)		—			10,000			—		—			—
Net loss		—		—		—			—			—			—			—		(496,621	)		(496,621	)
Balance at July 31, 2024		10,000,000	$	10,000		410,739,392		$	410,739		$	17,750		$	(13,750	)	$	41,784,933	$	(43,194,383	)	$	(984,711	)

Balance at October 31, 2022		5,000,000	$	5,000		105,265,299		$	105,265		$	—		$	(10,000	)	$	38,957,921	$	(40,168,611	)	$	(1,110,425	)
Regulation D stock issuances		—		—		182,000,000			182,000			—			—			—		—			182,000
Common stock issued for services		—		—		2,025,000			2,025			—			—			—		—			2,025
Common stock issued for settlement of debt		—		—		20,000,000			20,000			—			—			—		—			20,000
Common stock to be issued from Reg D cash proceeds		—		—		—			—			100,000			—			—		—			100,000
Series A preferred issued pursuant to patent agreement		5,000,000		5,000		—			—			—			—			77,500		—			82,500
Net loss		—		—		—			—			—			—			—		(204,373	)		(204,373	)
Balance at January 31, 2023		10,000,000	$	10,000		309,290,299		$	309,290		$	100,000		$	(10,000	)	$	39,035,421	$	(40,372,984	)	$	(928,273	)
Regulation D stock issuances		—		—		100,000,000			100,000			(100,000	)		—			—		—			—
Net loss		—		—		—			—			—			—			—		(297,848	)		(297,848	)
Balance at April 30, 2023		10,000,000	$	10,000		409,290,299		$	409,290		$	—		$	(10,000	)	$	39,035,421	$	(40,670,832	)	$	(1,226,121	)
Regulation D stock issuances		—		—		8,000,000			8,000			—			—			—		—			8,000
Regulation A stock issuances		—		—		1,968,032			1,968			19,750			(13,750	)		1,966,064		—			1,974,032
Net loss		—		—		—			—			—			—			—		(459,806	)		(459,806	)
Balance at July 31, 2023		10,000,000	$	10,000		419,258,331		$	419,258		$	19,750		$	(23,750	)	$	41,001,485	$	(41,130,638	)	$	296,105
The accompanying notes are an integral part of these unaudited condensed financial statements.


HNO INTERNATIONAL, INC. CONDENSED STATEMENT OF CASH FLOWS (Unaudited)

	For the Nine Months Ended July 31,
	2024			2023

Cash Flow from Operating Activities
Net loss	$	(1,584,438	)	$	(962,028	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		120,056			20,450
Shares issued for services		—			2,025
Changes in operating assets and liabilities:
Decrease in due from related party		56,392			—
Increase in accounts payable		21,127			925
Increase in accrued interest payable		20,643			19,610
Payments of lease liabilities		844			—
(Decrease) increase in payroll taxes		(14,802	)		14,653
Net Cash Used in Operating Activities		(1,380,178	)		(904,365	)

Cash Flows from Financing Activities
Proceeds from related party advances		800,585			—
Proceeds from related party note payable		—			250,000
Proceeds from security deposits		100,000			6,800
Proceeds from customer deposits		99			—
Proceeds from common stock subscriptions payable		(14,501	)		—
Proceeds from sale of common stock		706,429			2,264,032
Repayment of related party note payable		—			(15,000	)
Net Cash Provided by Financing Activities		1,592,612			2,505,832

Cash Flows from Investing Activities
Purchase of property and equipment		(335,772	)		(396,630	)
Purchase of long term asset		(32,904	)		(29,250	)
Net Cash Used in Investing Activities		(368,676	)		(425,880	)

Net increase (decrease) in cash		(156,242	)		1,175,587
Cash at beginning of period		235,159			51,109
Cash at end of period	$	78,917		$	1,226,696

Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	$	—		$	—
Income taxes paid during the period	$	—		$	—

Supplemental Disclosure for Non-Cash Investing and Financing Activities:
Series A preferred stock issued pursuant to patent agreement	$	—		$	82,500
Cancellation of common stock	$	(10,000	)	$	—
Common stock issued for conversion of debt	$	—		$	20,000
The accompanying notes are an integral part of these unaudited condensed financial statements.

HNO INTERNATIONAL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JULY 31, 2024

(Unaudited)

NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING

Organization

HNO International, Inc. (the “Company”) was incorporated in the State of Nevada on May 2, 2005 under the name American Bonanza Resources Limited. On August 4, 2009, the Company acquired Clenergen Corporation Limited (UK), a United Kingdom corporation (“Limited”), and succeeded to the business of Limited. Limited acquired the assets of Rootchange Limited, a biofuel and biomass research and development company, in April 2009. On March 19, 2009, the Company changes its name to Clenergen Corporation. On July 8, 2020, the Company changed its name to Excoin Ltd. and on August 31, 2021, the Company changed its name to HNO International, Inc. its current name.

The Company specializes in the design, integration, and development of green hydrogen-based clean energy technologies. With the Company’s management having over 13 years of experience in the field of green hydrogen production, the Company is committed to providing scalable products that help businesses and communities decarbonize, reduce emissions, and cut operational costs. HNO stands for Hydrogen and Oxygen. The Company is at the forefront of developing innovative solutions, such as the Compact Hydrogen Refueling System (CHRS) and the Compact Hydrogen Production System (CHPS), which can be used to produce green hydrogen for various applications including fuel cell electric vehicles, hydrogen internal combustion engines, heating, and cooking. The CHPS is highly scalable, capable of producing 100-2,000 (or more) kilograms of hydrogen per day for commercial use in various applications. In addition, the Company develops energy systems that complement the zero-emissions EV infrastructure, reduce harmful emissions, and cut maintenance costs of commercial diesel fleets. By integrating components from leading industry partners, the Company aims to transition fossil fuels to cleaner alternatives and promote lower emissions.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the nine months ended July 31, 2024.

Use of Estimates

The preparation of the condensed financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amount of revenues and expenses during the reporting period. The management makes its best estimate of the outcome for these items based on information available when the condensed financial statements are prepared.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Employee Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

During the 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 solutions.

Basic and Diluted Net Loss per Common Share

Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average.

Number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

Property and Equipment

Property and equipment are carried at cost and, less accumulated depreciation. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposal. The Company examines the possibility of decreases in the value of property and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

The Company’s property and equipment mainly consists of computer and laser equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

Schedule of estimated useful lives
		Useful life
Small equipment		3 Years
Large equipment		7 Years
Vehicles		4 Years

Intangible Assets

Intangible assets consist of patents acquired in an asset purchase agreement (see Note 5). The estimated useful life of these assets was determined to be 20 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions.

Leases

The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). At contract inception, the Company determines if an arrangement is or contains a lease. Where the Company is the lessee, for each lease with a term greater than twelve months, the Company records a right-of-use asset and lease liability. A right-of-use asset represents the economic benefit conveyed to the Company by the right to use the underlying asset over the lease term. A lease liability represents the obligation to make lease payments arising from the use of the asset over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. Leases with an initial expected term of 12 months or less are not recorded in the Balance Sheet and the related lease expense is recognized on a straight-line basis over the lease term.

Adoption of Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

NOTE 3 – GOING CONCERN

On July 31, 2024, we had an accumulated deficit of $43,194,383. We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. We will be required to raise additional funds through public or private financing, additional collaborative relationships, or other arrangements until we are able to raise revenues to a point of positive cash flow. We are evaluating various options to further reduce our cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support operations.

Based on the above factors, substantial doubt exists about our ability to continue as a going concern for one year from the issuance of these condensed financial statements.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Schedule of property and equipment
	July 31, 2024			October 31, 2023
Vehicles	$	60,702		$	60,702
Small equipment	$	32,943		$	8,879
Large equipment		1,047,005			735,297
Property and Equipment, Gross	$	1,140,650		$	804,878
Less: Accumulated depreciation		(147,072	)		(36,940	)
Property and Equipment, Net	$	993,578		$	767,938

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

NOTE 5 – INTANGIBLE ASSETS

Patents Acquired Under Patent Purchase Agreement

On January 24, 2023, the Company entered into a Patent Purchase Agreement with Donald Owens, the Company's Chairman of the Board of Directors, to acquire several patents related to hydrogen supplemental systems for on-demand hydrogen generation for internal combustion engines and a method and apparatus for increasing combustion efficiency and reducing particulate matter emissions in jet engines. In exchange for these patents, the Company issued 5,000,000 shares of its Series A Preferred Stock to Mr. Owens, valued at $82,500.

The details of the patents acquired are listed in the table below, which includes information on the patent numbers, titles, and status in various countries.

COUNTRY

APPLN NO

PATENT

NUMBER

TITLE

STATUS

13/844,267

8757107

HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES

Issued

13/922,351

9453457

HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES

Issued

14/016,388

9476357

METHOD AND APPARATUS FOR INCREASING COMBUSTION EFFICIENCY AND REDUCING PARTICULATE MATTER EMISSIONS IN JET ENGINES

Issued

14/326,801

9267468

HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES

Issued

17/047,041

10920717

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES

Issued

AUSTRALIA

2019405749

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES

Issued

CHINA

201980092511.1

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY

Pending

EUROPE

19900413.6.

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY

Pending

JAPAN

2021-535288

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY

Pending

Intangible assets as at July 31, 2024 and October 31, 2023, consisted of the following:

Schedule of intangible assets
	Useful Life (years)		July 31, 2024		October 31, 2023
Patents		20	$	82,500	$	82,500
Less: Accumulated amortization				(6,264)		(3,176	)
Intangible assets, net			$	76,236	$	79,324

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

NOTE 6 – LEASES

Operating leases

The Company has an operating lease agreement for office space in Murrieta, California, expiring on November 30, 2026.

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.

On November 14, 2023, the lease for Suite B was extended for 36 months to November 30, 2026. The monthly rental amount for Suite B is $2,501 for the period from December 1, 2023, to November 30, 2024, with an increase to $2,573 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 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 for office space. The Company is typically required to make fixed minimum rent payments relating to its right to use the underlying leased assets. The Company was required to classify such leases as operating leases in accordance with the provisions of ASC 842. 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 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%.

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
Year	Operating Lease Payment
2024	$	15,227
2025	$	60,909
2026 and above	$	65,986
Total Payments	$	142,122

NOTE 7 – COMMON STOCK

The Company is authorized to issue 985,000,000 shares of common stock, par value $0.001.

Increase in Authorized Capital Stock

On January 4, 2023, the Board of Directors and a majority of the Company’s stockholders approved the proposal to increase the number of shares of capital stock that the Company is authorized to issue to 1,000,000,000. On January 6, 2023, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada to increase the total authorized capital from 510,000,000 shares to 1,000,000,000 shares consisting of 985,000,000 shares of common stock, par value $0.001, and 15,000,000 shares of preferred stock, par value $0.001.

Stock Issued

During the quarter ended January 31, 2023, the Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the Board of Directors, whereby the Company privately sold a total of 175,000,000 shares of its common stock for a cash purchase price of $175,000. Donald Owens was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)). The $175,000 in proceeds from the sale of common stock will be used for operating capital. The shares were ‘restricted securities’ under Rule 144 of the Securities Act.

On January 17, 2023, the Company entered into a Stock Subscription Agreement with William Parker, a member of the Company’s Board of Directors, whereby the Company privately sold a total of 5,000,000 shares of its common stock for a cash purchase price of $5,000. William Parker was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act). The $5,000 in proceeds from the sale of common stock will be used for operating capital. The shares were ‘restricted securities’ under Rule 144 of the Securities Act.

On January 11, 2023, the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the Board of Directors, whereby the Company privately sold a total of 2,000,000 shares of its common stock for a cash purchase price of $2,000. Hossein Haririnia was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act). The $2,000 in proceeds from the sale of common stock will be used for operating capital. The shares were ‘restricted securities’ under Rule 144 of the Securities Act.

The Company's Board of Directors granted approval for the issuance of 2,025,000 shares of our common stock with a value of $0.001 on January 2, 2023, in exchange for services rendered to the Company. These shares were considered "restricted securities" under Rule 144 and were issued under the exemption provided by Section 4(a)(2) of the Securities Act.

On January 31, 2023, the Company entered into Stock Subscription Agreements with Donald Owens, the Company’s Chairman of the Board of Directors, whereby the Company privately sold a total of 100,000,000 shares of its common stock for a cash purchase price of $100,000. Donald Owens was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act). The $100,000 in proceeds from the sale of common stock will be used for operating capital. The shares were ‘restricted securities’ under Rule 144 of the Securities Act. As of January 31, 2023, these shares had not yet been issued and therefore were recorded as stock payable. On February 1, 2023, these shares were issued.

On June 9, 2023, the Company entered into a Stock Subscription Agreement with Hossein Haririnia, the Company’s Treasurer and a member of the Board of Directors, whereby the Company privately sold a total of 8,000,000 shares of its common stock for a cash purchase price of $8,000. Hossein Haririnia was an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act). The $8,000 in proceeds from the sale of common stock will be used for operating capital. The shares were issued as ‘restricted securities’ under Rule 144 of the Securities Act.

During the quarter ended July 31, 2023, the Company issued 1,968,032 shares of common stock 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. The Company 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 of common stock valued at $20,000 as a commitment fee for equity financing. The shares were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D under the Securities Act, based, in part, on the representations of the investor.

During the quarter ended January 31, 2024, the Company issued 74,500 shares 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 payable.

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

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. The Company 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 of common stock to Vivaris Capital, LLC, in connection with an Advisory Agreement. However, Vivaris Capital, LLC never paid for the shares, and a dispute arose. The dispute centered around the respective performance under the Advisory Agreement.

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 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; therefore, $17,750 has been classified as common stock payable.

NOTE 8 – PREFERRED STOCK

The Company is authorized to issue 15,000,000 shares of preferred stock, par value $0.001.

Series A Preferred Stock

The Company is authorized to issue 10,000,000 shares of Series A preferred stock, par value $0.001.

On January 24, 2023, the Company issued 5,000,000 shares of its Series A Preferred Stock to Mr. Owens, valued at $82,500 for patents specified in Note 5.

As of 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.

NOTE 9 – RELATED PARTY TRANSACTIONS

Notes Payable, Related Party

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% per annum. 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.

On May 31, 2022, the Company issued a note payable in the amount of $590,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of May 31, 2030. At July 31, 2024, there is $590,000 of principal and $25,604 of accrued interest due on this note.

On September 29, 2022, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of October 31, 2023. At July 31, 2024, there is $50,000 of principal and $1,838 of accrued interest due on this note.

On October 20, 2022, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of November 20, 2023. At July 31, 2024, there is $50,000 of principal and $1,781 of accrued interest due on this note.

On March 1, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 1, 2024. At July 31, 2024, there is $50,000 of principal and $1,419 of accrued interest due on this note.

On March 8, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 8, 2024. At July 31, 2024, there is $50,000 of principal and $1,400 of accrued interest due on this note.

On March 23, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 23, 2024. At July 31, 2024, there is $50,000 of principal and $1,359 of accrued interest due on this note.

On April 3, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 3, 2024. At July 31, 2024, there is $50,000 of principal and $1,329 of accrued interest due on this note.

On April 13, 2023, the Company issued a note payable in the amount of $20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 13, 2024. At July 31, 2024, there is $20,000 of principal and $520 of accrued interest due on this note.

On April 17, 2023, the Company issued a note payable in the amount of $30,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 17, 2024. At July 31, 2024, there is $30,000 of principal and $774 of accrued interest due on this note.

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 statements.

Extension of Promissory Notes

On January 17, 2024, the Company entered into an Extension to Promissory Note (the "1^stExtension") with HNO Green Fuels, pursuant to the terms set forth in the 1^st Extension. The 1^st Extension amends the Promissory Note issued on December 1, 2021, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On January 17, 2024, the Company entered into an Extension to Promissory Note (the "2^nd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 2^nd Extension. The 2^nd Extension amends the Promissory Note issued on September 29, 2022, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On January 17, 2024, the Company entered into an Extension to Promissory Note (the "3^rd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 3^rd Extension. The 3^rd Extension amends the Promissory Note issued on October 20, 2022, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company entered into an Extension to Promissory Note (the "4^th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 4^th Extension. The 4^th Extension amends the Promissory Note issued on March 1, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company entered into an Extension to Promissory Note (the "5^th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 5^th Extension. The 5^th Extension amends the Promissory Note issued on March 8, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company entered into an Extension to Promissory Note (the "6^th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 6^th Extension. The 6^th Extension amends the Promissory Note issued on March 23, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company entered into an Extension to Promissory Note (the "7^th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 7^th Extension. The 7^th Extension amends the Promissory Note issued on April 3, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company entered into an Extension to Promissory Note (the "8^th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 8^th Extension. The 8^th Extension amends the Promissory Note issued on April 13, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

On March 1, 2024, the Company entered into an Extension to Promissory Note (the "9^th Extension") with HNO Green Fuels, pursuant to the terms set forth in the 9^th Extension. The 9^th Extension amends the Promissory Note issued on April 17, 2023, extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

Advances from Related Party

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.

NOTE 10 – RECEIVABLE SETTLEMENT WITH RELATED PARTY

As of January 31, 2024, October 31, 2023 and October 31, 2022, the Company had a receivable from HNO Hydrogen Generators totaling $56,392 on its balance sheet, which was unsecured and due on demand. The receivable was fully settled through a transfer of assets in connection with a settlement agreement effective April 15, 2024. The settlement agreement involved the transfer of equipment, categorized into large and small equipment, with a combined value of $56,392. Specifically, large equipment was valued at $32,327, and small equipment at $24,065. This settlement agreement fully resolved all claims associated with the receivable. On the date of settlement, $5,185 was calculated as 5% interest and was recorded on the balance sheet as accrued interest receivable. 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 Agreement for Future Equity (the “SAFE”) with Varea, Inc. ("Varea"), a Delaware corporation. Pursuant to the SAFE, the Company is investing $500,000 (the "Purchase Amount") in Varea in exchange for the right to certain shares of Varea's Capital Stock. The agreement specifies that the Purchase Amount will be used for the Company's business operations over the next 12 months, subject to an agreed-upon budget.

Prior to entering into this SAFE, the Company had an existing financial arrangement with Varea LLC, whereby Varea LLC invoiced the Company for services rendered, which were recorded as expenses by HNOI. However, recognizing the potential for a more mutually beneficial arrangement, Varea Inc. proposed a revised approach. Under the newly proposed approach, Varea Inc. would submit a detailed budget outlining their anticipated monthly expenses, and HNO International, Inc. would view these expenses as an investment opportunity rather than mere costs. In exchange for funding Varea Inc.'s expenses, HNO International, Inc. would receive a post-money SAFE, which represents a future right to certain shares of Varea's Capital Stock. The transition from the previous invoicing system to the investment-based financial arrangement was agreed by both parties. The terms and conditions of the agreement, including the conversion of expenses into a potential future return on investment, were thoroughly assessed and discussed.

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.

Amortization

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
	Useful Life (years)		July 31, 2024			October 31, 2023
Long term asset		5	$	136,725		$	103,821
Less: Accumulated amortization				(6,836	)		—
Long term asset, net			$	129,889		$	103,821

NOTE 12 – TERMINATION OF PROPERTY ACQUISITION AGREEMENT

On August 28, 2023, the Company entered into a Purchase and Sale Agreement (the “PSA”) with TCF Elrod, LLC. Pursuant to the PSA, the Company agreed to purchase property located in Harris County, Texas, including real property, improvements, development rights, and a lease. The purchase price for the property was $10,800,000. The Company paid a non-refundable earnest money deposit of $100,000, which was applied towards the purchase price of the sale proceeds as planned.

Specific conditions in the PSA were not met, the Company chose to exercise its right to terminate the PSA. Consequently, TCF Elrod, LLC refunded the $100,000 earnest money deposit to the Company on December 4, 2023.

NOTE 13 – SUBSEQUENT EVENTS

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

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. 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 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

HNO International, Inc. focuses on systems engineering design, integration, and product development to generate green hydrogen-based clean energy solutions to help businesses and communities decarbonize in the near term.

HNO stands for Hydrogen and Oxygen and our experienced management team has over 14 years of expertise in the green hydrogen production industry.

HNO International provides green hydrogen systems engineering design, integration, and products to multiple markets, which include: (i) the zero-emission vehicle and mobile equipment market consisting of hydrogen fuel cell electric passenger vehicles, material handling equipment such as forklifts and airport ground support equipment, as well as the medium and heavy-duty truck market; (ii) the current and emerging hydrogen gas markets encompassing ammonia, fertilizer, steel, mining, electronics, semiconductors, and fuel cell electric vehicles; (iii) and the gasoline and diesel engine emissions and maintenance reduction product and services market.

Hydrogen Project Agreement

On September 13, 2024, HNO International, Inc. formalized a Hydrogen Purchase and Sale Agreement with a leader in zero-emission transportation. This agreement will see HNO International constructing and operating a hydrogen electrolysis plant and refueling station in Katy, Texas, producing 0.5 metric tons of high-purity gaseous hydrogen daily. The hydrogen will be used for refueling Class 8 fuel cell electric trucks, promoting cleaner transportation options. The initial three-year agreement, with the potential for extension, underscores HNO's commitment to advancing hydrogen as a sustainable fuel alternative.

Results of Operations

For the three months ended July 31, 2024 and 2023

Revenue

For the three months ended July 31, 2024, we generated $4,241 in revenue, compared to no revenue for the three months ended July 31, 2023. Revenue was recognized from hydrogen engineering services and combustion solutions.

Operating Expenses

Operating expenses for the three months ended July 31, 2024, were $490,250 compared to $453,575 for the same period in 2023. This increase is attributable to the Company’s efforts to expand operations, which resulted in increased costs related to contract labor and general and administrative expenses. We also expanded our staff to support increased sales and marketing efforts.

Net Loss

Net loss for the three months ended July 31, 2024, was $496,621 compared to a net loss of $459,806 during the same period in 2023.

General and Administrative, and Contract Labor Expenses

General and Administrative, and Contract Labor expenses were $430,693 for the three months ended July 31, 2024, as compared to $437,472 during the same period in 2023. Operating expenses changed due to the Company’s efforts to expand operations, resulting in increased costs related to contract labor and general and administrative expenses.

For the nine months ended July 31, 2024 and 2023

Revenue

For the nine months ended July 31, 2024, was $4,241 compared to $13,000 for the nine months ended July 31, 2023. Revenue generated was from hydrogen engineering services and combustion solutions.

Operating Expenses

Operating expenses for the nine months ended July 31, 2024, were $1,569,846 compared to $950,532 for the same period in 2023. This is attributable to the Company’s efforts to expand operations, which resulted in increased costs related to contract labor and general and administrative expenses. As 2024 progressed, we experienced a significant increase in hiring contract labor to support our Research and Development program. We also expanded our staff to support increased sales and marketing efforts.

Net Loss

Net loss for the nine months ended July 31, 2024, was $1,584,438 compared to a net loss of $962,028 during the same period in 2023.

General and Administrative, and Contract Labor Expenses

General and Administrative, and Contract Labor expenses were $1,440,197 for the nine months ended July 31, 2024, as compared to $927,082 during the same period in 2023. Operating expenses changed due to the Company’s efforts to expand operations, resulting in increased costs related to contract labor and general and administrative expenses.

Forward-Looking Considerations

The Company recognizes the possibility of future increases in labor or material costs. Factors such as evolving market conditions, potential inflation, and global economic dynamics are considered. We are actively monitoring these aspects to anticipate and navigate any forthcoming rises in labor or material expenses.

Cost-to-Revenue - The Company is assessing alterations in the relationship between cost of sales and revenue. We are examining the factors influencing these changes, including shifts in prices and fluctuations in the volume of services sold. Understanding the impact of these elements is crucial for maintaining a balanced and effective cost-to-revenue structure.

Liquidity and Capital Resources

We incurred a net loss for the three months ended July 31, 2024 of $496,621 and had an accumulated deficit of $43,194,383 at July 31, 2024. At July 31, 2024, we had a cash balance of $78,917, compared to a cash balance of $235,159 at October 31, 2023. At July 31, 2024, the working capital deficit was $1,649,621, compared to a working capital deficit of $553,284 at October 31, 2023. Our existing and available capital resources are not expected to be sufficient to satisfy our funding requirements through one year from the date of this filing in the absence of share issuances or other sources of financing.

We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. We have raised capital through sales of common stock and debt securities.

The effect of existing or probable government regulations on our business is not known at this time. Due to the nature of our business, it is anticipated that there may be increasing government regulation that may cause us to have to take serious corrective actions or make changes to the business plan.

There are no external sources of liquidity available to the Company at this time. The Company will need to raise additional capital through equity financings or other means in order to continue operations and meet its obligations. Failure to obtain additional funding could have a material adverse effect on our financial condition and the results of operations.

Cash Flow

For the Nine Months Ended July 31, 2024 and 2023

The following table summarizes our cash flows for the periods indicated below:

	For the Nine Months Ended July 31, 2024			For the Nine Months Ended July 31, 2023
Cash Used in Operating Activities	$	(1,380,178	)	$	(904,365	)
Cash Provided by Financing Activities		1,592,612			2,505,832
Net cash used in investing activities	$	(368,676	)	$	(425,880	)

Cash Used in Operating Activities

During the nine months ended July 31, 2024, cash used in operating activities was $(1,380,178), primarily reflecting our net losses for the period, adjusted by non-cash charges such as depreciation and amortization, as well as changes in our working capital accounts. These changes mainly consisted of an increase in accrued interest payable, payroll taxes, and accounts payable, a decrease in the security deposit, and the settlement of a receivable from HNO Hydrogen Generators. The receivable, totaling $56,392, was fully settled through a transfer of equipment in connection with a settlement agreement effective April 15, 2024. The settlement agreement involved the transfer of large equipment valued at $32,327 and small equipment valued at $24,065.

During the nine months ended July 31, 2023, cash used in operating activities was $(904,365), primarily reflecting our net losses for the period, adjusted by non-cash charges of depreciation and amortization, as well as an increase in accrued interest payable and payroll taxes.

Cash Used in Financing Activities

During the nine months ended July 31, 2024, cash provided by financing activities was $1,592,612, which consisted of proceeds from related party advances of $800,585, proceeds from the sale of common stock and proceeds from the sale of common stock of $706,429.

During the nine months ended July 31, 2023, cash provided by financing activities was $2,505,832, which consisted of proceeds from related party notes payable of $235,000 and proceeds from the sale of common stock of $2,264,032.

Cash Provided by Investing Activities

During the nine months ended July 31, 2024, cash used in investing activities was $(368,676), which consisted of the purchase of property and equipment and long-term assets.

During the nine months ended July 31, 2023, cash used in investing activities was $(425,880), which consisted of the purchase of plant and equipment.

Going Concern

The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the nine months ended July 31, 2024, the Company incurred a net loss of $1,584,438 and used cash in operating activities of $1,380,178, and on July 31, 2024, had stockholders’ deficit of $984,711. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and the classification of liabilities that might result from this uncertainty.

Management is actively seeking additional sources of capital through the sale of equity, advances from related parties, and exploring strategic partnerships. The Company is also focused on attracting suitable investors to support its business plan without relying heavily on existing cash reserves. Additionally, management is implementing cost-saving measures and exploring opportunities to diversify through acquisitions or entering into new markets. However, there can be no assurance that these efforts will result in sufficient funding, and the Company may continue to face substantial uncertainty regarding its ability to achieve profitable operations and sustain its business.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements with any party.

Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

STOCK-BASED COMPENSATION

The Company accounts for stock incentive awards issued to employees and non-employees in accordance with FASB ASC 718, Stock Compensation. Accordingly, stock-based compensation is measured at the grant date, based on the fair value of the award. Stock-based awards to employees are recognized as an expense over the requisite service period, or upon the occurrence of certain vesting events. Additionally, stock-based awards to non-employees are expensed over the period in which the related services are rendered.

DERIVATIVE LIABILITY

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Paragraph 815-15-25-1 the conversion feature and certain other features are considered embedded derivative instruments, such as a conversion reset provision, a penalty provision and redemption option, which are to be recorded at their fair value as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The Company records the resulting discount on debt related to the conversion features at initial transaction and amortizes the discount using the effective interest rate method over the life of the debt instruments. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The Company follows ASC Section 815-40-15 (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

The Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then that the related fair value is reclassified to equity.

The Company utilizes the binomial option pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The binomial option pricing model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the remaining contractual term of the instrument granted.

REVENUE RECOGNITION

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation. We recognize revenue for the sale of our products upon delivery to a customer.

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2023, which means it will be effective for our fiscal year beginning October 31, 2024. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the impact of ASU 2020-06 on our financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

PROPOSED TRANSACTIONS

The Company is not anticipating any transactions.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

There were no recent accounting pronouncements that have or will have a material effect on the Company’s financial position or results of operations.

FINANCIAL INSTRUMENTS

The main risks of the Company’s financial instruments are exposed to are credit risk, market risk, foreign exchange risk, and liquidity risk.

OUTSTANDING SHARE DATA

As of July 31, 2024, the following securities were outstanding:

Common stock: 410,739,392 shares

Series A Preferred Stock: 10,000,000

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in 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 United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending October 31, 2024, subject to obtaining additional financing: (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 above 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.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting during the quarter ended July 31, 2024 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table includes all unregistered sales of securities made by the Company during the quarter ended July 31, 2024:

Date	Name	Consideration	Securities	Exemption from Registration
5/1/24	Christopher Kirby & Angela Kirby, JTWROS	Cash	1,000	Regulation A
5/1/24	Ani N Rooney	Cash	40,000	Regulation A
5/1/24	Jefferson Davis Lewis III	Cash	1,000	Regulation A
5/1/24	Lorna Karen Haynes	Cash	1,000	Regulation A
5/1/24	Charles W Smith	Cash	1,000	Regulation A
5/1/24	Alice Jones	Cash	1,000	Regulation A
5/1/24	Sarita R Allen	Cash	1,000	Regulation A
5/1/24	Joanne Simone Rollocks	Cash	1,500	Regulation A
5/1/24	Jarodrick Mixon	Cash	15,000	Regulation A
5/1/24	Stevie Lavell Harris	Cash	1,000	Regulation A
5/1/24	Raymond Williams, Jr.	Cash	1,000	Regulation A
5/2/24	Donte Small	Cash	2,000	Regulation A
5/2/24	Johnny Smith	Cash	20,000	Regulation A
5/2/24	Jacqueline Annmarie Bogle & Kedora Nekeisha Henry, JTWROS	Cash	1,500	Regulation A
5/2/24	Michael Aquilizan Chai	Cash	1,000	Regulation A
5/2/24	Kerry Troy Henry & Kedora Nekeisha Henry	Cash	3,000	Regulation A
5/2/24	Dwayne M. Emmanuel	Cash	1,328	Regulation A
5/2/24	Corey Darnelle Flowers	Cash	1,200	Regulation A
5/2/24	Darrell Lee Goolsby	Cash	1,000	Regulation A
5/2/24	Sonia Hansen	Cash	2,000	Regulation A
5/2/24	Thrillisa Nadia Morrison	Cash	4,000	Regulation A
5/3/24	Christopher Alagie Jammeh	Cash	1,000	Regulation A
5/3/24	Maurice Brown Jr	Cash	1,500	Regulation A
5/3/24	Nathaniel Harris	Cash	1,000	Regulation A

Date	Name	Consideration	Securities	Exemption from Registration
5/3/24	Hakim Johnson	Cash	1,000	Regulation A
5/3/24	Arielle Wallace	Cash	3,750	Regulation A
5/3/24	Porshe Shenika Nicole Rice	Cash	1,000	Regulation A
5/3/24	Ivory and Crystal Johnson JTWROS	Cash	1,000	Regulation A
5/3/24	Tywan Donta Purnell	Cash	2,000	Regulation A
5/3/24	Nathaniel B Beamon	Cash	2,000	Regulation A
5/3/24	Corneal Westbrooks	Cash	1,000	Regulation A
5/3/24	Ibrahim D Balogun	Cash	2,000	Regulation A
5/3/24	Gaylon White	Cash	2,000	Regulation A
5/3/24	Jennifer Vicens	Cash	2,000	Regulation A
5/3/24	Albert Earl Clay Sr & Rosa Ann Clay	Cash	1,000	Regulation A
5/3/24	Shawndu Maurice McMillan	Cash	1,000	Regulation A
5/3/24	Anne Wanjiku Jnoroge Mrs	Cash	10,000	Regulation A
5/3/24	Kerry Troy Henry & Kedora Nekeisha Henry	Cash	3,000	Regulation A
5/3/24	Jordan Michael Woods	Cash	5,000	Regulation A
5/6/24	Courtney Brown	Cash	1,000	Regulation A
5/6/24	Melinda Christine Molina	Cash	2,000	Regulation A
5/6/24	Yvonne Angela	Cash	1,000	Regulation A
5/6/24	Anthony Zerante	Cash	1,000	Regulation A
5/6/24	Carla Michelle Bronner	Cash	1,000	Regulation A
5/6/24	Courtney-O'Niel Brown	Cash	1,000	Regulation A
5/6/24	Anthony Pierre	Cash	1,500	Regulation A
5/6/24	Cole Kala'Alohi Solomon	Cash	1,000	Regulation A
5/6/24	Gunasekaran Seetharaman	Cash	1,000	Regulation A
5/6/24	Sy Phan	Cash	1,000	Regulation A
5/6/24	Tangula Renee Hudson	Cash	1,000	Regulation A
5/7/24	Edward Joe Bentley	Cash	3,000	Regulation A
5/10/24	Theresa Johnson	Cash	1,000	Regulation A
5/23/2024	Ausey Johnson	Cash	6,579	Rule 506 (b) of Regulation D
6/6/2024	Jose De Hoyos	Cash	78,182	Rule 506 (b) of Regulation D
6/7/2024	Pamela E. Gibson	Cash	36,364	Rule 506 (b) of Regulation D
6/7/2024	Johnny Smith	Cash	250,000	Rule 506 (b) of Regulation D
6/11/2024	Ronnie Taylor	Cash	36,364	Rule 506 (b) of Regulation D
6/14/2024	Antoninette Verna Richard	Cash	36,364	Rule 506 (b) of Regulation D
6/14/2024	Gordon E. Mosby	Cash	500,000	Rule 506 (b) of Regulation D
6/14/2024	Daryl Dewayne Branch	Cash	9,868	Rule 506 (b) of Regulation D
6/25/2024	Raymond Williams	Cash	6,579	Rule 506 (b) of Regulation D
6/20/2024	Calvin Brown	Cash	6,579	Rule 506 (b) of Regulation D

No commissions were paid in connection with the sales of securities above. Proceeds from the sale of common stock were applied toward operating capital to support the Company's operations.

ITEM 5. 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 July 31, 2024.

ITEM 6. EXHIBITS

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
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 as its XBRL tags are embedded within the Inline XBRL document XBRL Instance Document	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Definition	X
104	Cover page formatted as Inline XBRL and contained in Exhibit 101

* Furnished, not filed.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HNO INTERNATIONAL INC.


September 20, 2024	By: /s/ Paul Mueller Paul Mueller, Chief Executive Officer (Principal Executive Officer)

	By: /s/ Hossein Haririnia Hossein Haririnia, Treasurer (Principal Financial and Accounting Officer)

EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Paul Mueller, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended July 31, 2024, of HNO International Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements were made,

not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the

periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing for establishing and maintaining

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over

financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed

under our supervision, to ensure that material information relating to the registrant, including its consolidated

subsidiaries, is made known to us by others within those entities, particularly during the period in which this report

is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be

designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with generally accepted accounting

principles,

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by

this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during

the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that

has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial

reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or

persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and

report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the

registrant’s internal control over financial reporting.

September 20, 2024

/s/ Paul Mueller

Paul Mueller

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Hossein Haririnia, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended July 31, 2024, of HNO International Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements were made,

not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the

periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing for establishing and maintaining

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over

financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed

under our supervision, to ensure that material information relating to the registrant, including its consolidated

subsidiaries, is made known to us by others within those entities, particularly during the period in which this report

is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be

designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with generally accepted accounting

principles,

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by

this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during

the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that

has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial

reporting.

5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or

persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and

report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the

registrant’s internal control over financial reporting.

September 20, 2024

/s/ Hossein Haririnia

Hossein Haririnia, Treasurer

(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of HNO International Inc. (the “Company”) on Form 10-Q for the quarter ended July 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Paul Mueller, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

September 20, 2024

/s/ Paul Mueller

Paul Mueller

Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or

otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been

provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or

its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of HNO International Inc. (the “Company”) on Form 10-Q for the quarter ended July 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Hossein Haririnia, Treasurer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

September 20, 2024

/s/ Hossein Haririnia

Hossein Haririnia, Treasurer

(Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or

otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been

provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or

its staff upon request.

Cover - shares	9 Months Ended
Cover - shares	Jul. 31, 2024	Sep. 20, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jul. 31, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--10-31
Entity File Number	000-56568
Entity Registrant Name	HNO INTERNATIONAL, INC.
Entity Central Index Key	0001342916
Entity Tax Identification Number	20-2781289
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	41558 Eastman Drive
Entity Address, Address Line Two	Suite B
Entity Address, City or Town	Murrieta
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92562
City Area Code	951
Local Phone Number	305-8872
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		417,087,865

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Jul. 31, 2024	Oct. 31, 2023
Current Assets
Cash	$ 78,917	$ 235,159
Due from related party	0	56,392
Total Current Assets	78,917	291,551
Non-Current Assets
Property and equipment, net	993,578	767,938
Intangible assets, net	76,236	79,324
Long term asset, net	129,889	103,821
ROU asset	135,875	0
Security deposits	0	100,000
Total Non-Current Assets	1,335,578	1,051,083
TOTAL ASSETS	1,414,495	1,342,634
Current Liabilities
Accounts payable	22,052	925
Accrued interest payable	61,913	41,270
Lease liability	56,051	0
Payroll tax	2,838	17,640
Advances, related party	800,585	0
Customer deposits	99	0
Notes payable, related party	785,000	785,000
Total Current Liabilities	1,728,538	844,835
Non-Current Liability
Lease liability	80,668	0
Long term notes payable, related party	590,000	590,000
Total Non-Current Liability	670,668	590,000
Total Liabilities	2,399,206	1,434,835
STOCKHOLDERS’ DEFICIT
Preferred stock, value issued
Common stock, par value $0.001 per share; 985,000,000 shares authorized; 410,739,392 and 419,341,584 shares issued and outstanding as of July 31, 2024 and October 31, 2023, respectively	410,739	419,341
Common stock payable	17,750	32,251
Common stock subscription receivable	(13,750)	(23,750)
Additional paid-in capital	41,784,933	41,079,902
Accumulated deficit	(43,194,383)	(41,609,945)
Total Stockholders’ Deficit	(984,711)	(92,201)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	1,414,495	1,342,634
Series A Preferred Stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred stock, value issued	$ 10,000	$ 10,000

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jul. 31, 2024	Oct. 31, 2023
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	15,000,000	15,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	985,000,000	985,000,000
Common stock, shares issued	410,739,392	419,341,584
Common stock, shares outstanding	410,739,392	419,341,584
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	10,000,000	10,000,000
Preferred stock, shares outstanding	10,000,000	10,000,000

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Jul. 31, 2024	Jul. 31, 2023
Income Statement [Abstract]
Revenue	$ 4,241	$ 0	$ 4,241	$ 13,000
Cost of goods sold	(3,688)	0	(3,688)	(5,885)
Gross Profit	553	0	553	7,115
Operating expenses
Advertising and marketing	9,593	0	9,593	3,000
General and administrative expenses	430,693	437,472	1,440,197	927,082
Depreciation and amortization	49,964	16,103	120,056	20,450
Total Operating Expenses	490,250	453,575	1,569,846	950,532
Other Income (Expenses)
Interest income	7	996	5,499	1,000
Interest expense	(6,931)	(7,227)	(20,644)	(19,611)
Total Other (Expenses)	(6,924)	(6,231)	(15,145)	(18,611)
Loss from Operations	(496,621)	(459,806)	(1,584,438)	(962,028)
Net Loss	$ (496,621)	$ (459,806)	$ (1,584,438)	$ (962,028)
PER SHARE AMOUNTS
Basic net loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Diluted net loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding - basic	410,591,730	414,622,749	416,515,952	329,924,011
Weighted average number of common shares outstanding - diluted	410,591,730	414,622,749	416,515,952	329,924,011

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Preferred Stock Series A [Member]	Common Stock [Member]	Stock Payable [Member]	Share Subscription Receivable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Oct. 31, 2022	$ 5,000	$ 105,265		$ (10,000)	$ 38,957,921	$ (40,168,611)	$ (1,110,425)
Beginning balance, shares at Oct. 31, 2022	5,000,000	105,265,299
Regulation D stock issuances		$ 182,000					182,000
Regulation D stock issuances, shares		182,000,000
Common stock issued for services		$ 2,025					2,025
Common stock issued for services, shares		2,025,000
Common stock issued for settlement of debt		$ 20,000					20,000
Common stock issued for settlement of debt, shares		20,000,000
Common stock to be issued from Reg D cash proceeds			100,000				100,000
Series A preferred issued pursuant to patent agreement	$ 5,000				77,500		82,500
Series A preferred issued pursuant to patent agreement, shares	5,000,000
Net loss						(204,373)	(204,373)
Ending balance, value at Jan. 31, 2023	$ 10,000	$ 309,290	100,000	(10,000)	39,035,421	(40,372,984)	(928,273)
Ending balance, shares at Jan. 31, 2023	10,000,000	309,290,299
Beginning balance, value at Oct. 31, 2022	$ 5,000	$ 105,265		(10,000)	38,957,921	(40,168,611)	(1,110,425)
Beginning balance, shares at Oct. 31, 2022	5,000,000	105,265,299
Net loss							(962,028)
Ending balance, value at Jul. 31, 2023	$ 10,000	$ 419,258	19,750	(23,750)	41,001,485	(41,130,638)	296,105
Ending balance, shares at Jul. 31, 2023	10,000,000	419,258,331
Beginning balance, value at Jan. 31, 2023	$ 10,000	$ 309,290	100,000	(10,000)	39,035,421	(40,372,984)	(928,273)
Beginning balance, shares at Jan. 31, 2023	10,000,000	309,290,299
Regulation D stock issuances		$ 100,000	(100,000)
Regulation D stock issuances, shares		100,000,000
Net loss						(297,848)	(297,848)
Ending balance, value at Apr. 30, 2023	$ 10,000	$ 409,290		(10,000)	39,035,421	(40,670,832)	(1,226,121)
Ending balance, shares at Apr. 30, 2023	10,000,000	409,290,299
Regulation A stock issuances		$ 1,968	19,750	(13,750)	1,966,064		1,974,032
Regulation A stock issuances, shares		1,968,032
Regulation D stock issuances		$ 8,000					8,000
Regulation D stock issuances, shares		8,000,000
Net loss						(459,806)	(459,806)
Ending balance, value at Jul. 31, 2023	$ 10,000	$ 419,258	19,750	(23,750)	41,001,485	(41,130,638)	296,105
Ending balance, shares at Jul. 31, 2023	10,000,000	419,258,331
Beginning balance, value at Oct. 31, 2023	$ 10,000	$ 419,341	32,251	(23,750)	41,079,902	(41,609,945)	(92,201)
Beginning balance, shares at Oct. 31, 2023	10,000,000	419,341,584
Regulation A stock issuances		$ 92	33,999		91,409		125,500
Regulation A stock issuances, shares		91,501
Net loss						(522,784)	(522,784)
Ending balance, value at Jan. 31, 2024	$ 10,000	$ 419,433	66,250	(23,750)	41,171,311	(42,132,729)	(489,485)
Ending balance, shares at Jan. 31, 2024	10,000,000	419,433,085
Beginning balance, value at Oct. 31, 2023	$ 10,000	$ 419,341	32,251	(23,750)	41,079,902	(41,609,945)	(92,201)
Beginning balance, shares at Oct. 31, 2023	10,000,000	419,341,584
Net loss							(1,584,438)
Ending balance, value at Jul. 31, 2024	$ 10,000	$ 410,739	17,750	(13,750)	41,784,933	(43,194,383)	(984,711)
Ending balance, shares at Jul. 31, 2024	10,000,000	410,739,392
Beginning balance, value at Jan. 31, 2024	$ 10,000	$ 419,433	66,250	(23,750)	41,171,311	(42,132,729)	(489,485)
Beginning balance, shares at Jan. 31, 2024	10,000,000	419,433,085
Regulation A stock issuances		$ 120	13,250		120,280		133,650
Regulation A stock issuances, shares		120,400
Net loss						(565,033)	(565,033)
Ending balance, value at Apr. 30, 2024	$ 10,000	$ 419,553	79,500	(23,750)	41,291,591	(42,697,762)	(920,868)
Ending balance, shares at Apr. 30, 2024	10,000,000	419,553,485
Regulation A stock issuances		$ 219	(61,750)		218,809		157,278
Regulation A stock issuances, shares		219,028
Regulation D stock issuances		$ 967			274,533		275,500
Regulation D stock issuances, shares		966,879
Shares cancelled as per settlement agreement - Vivaris Capital		$ (10,000)		10,000
Shares cancelled as per settlement agreement - Vivaris Capital, shares		(10,000,000)
Net loss						(496,621)	(496,621)
Ending balance, value at Jul. 31, 2024	$ 10,000	$ 410,739	$ 17,750	$ (13,750)	$ 41,784,933	$ (43,194,383)	$ (984,711)
Ending balance, shares at Jul. 31, 2024	10,000,000	410,739,392

CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	Jul. 31, 2024	Jul. 31, 2023
Cash Flow from Operating Activities
Net loss	$ (1,584,438)	$ (962,028)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	120,056	20,450
Shares issued for services	0	2,025
Changes in operating assets and liabilities:
Decrease in due from related party	56,392	0
Increase in accounts payable	21,127	925
Increase in accrued interest payable	20,643	19,610
Payments of lease liabilities	844	0
(Decrease) increase in payroll taxes	(14,802)	14,653
Net Cash Used in Operating Activities	(1,380,178)	(904,365)
Cash Flows from Financing Activities
Proceeds from related party advances	800,585	0
Proceeds from related party note payable	0	250,000
Proceeds from security deposits	100,000	6,800
Proceeds from customer deposits	99	0
Proceeds from common stock subscriptions payable	(14,501)	0
Proceeds from sale of common stock	706,429	2,264,032
Repayment of related party note payable	0	(15,000)
Net Cash Provided by Financing Activities	1,592,612	2,505,832
Cash Flows from Investing Activities
Purchase of property and equipment	(335,772)	(396,630)
Purchase of long term asset	(32,904)	(29,250)
Net Cash Used in Investing Activities	(368,676)	(425,880)
Net increase (decrease) in cash	(156,242)	1,175,587
Cash at beginning of period	235,159	51,109
Cash at end of period	78,917	1,226,696
Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	0	0
Income taxes paid during the period	0	0
Supplemental Disclosure for Non-Cash Investing and Financing Activities:
Series A preferred stock issued pursuant to patent agreement	0	82,500
Cancellation of common stock	(10,000)	0
Common stock issued for conversion of debt	$ 0	$ 20,000

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Jul. 31, 2024	Apr. 30, 2024	Jan. 31, 2024	Jul. 31, 2023	Apr. 30, 2023	Jan. 31, 2023	Jul. 31, 2024	Jul. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (496,621)	$ (565,033)	$ (522,784)	$ (459,806)	$ (297,848)	$ (204,373)	$ (1,584,438)	$ (962,028)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jul. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

ORGANIZATION AND BASIS OF ACCOUNTING

9 Months Ended

Jul. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BASIS OF ACCOUNTING

NOTE 1 – ORGANIZATION AND BASIS OF ACCOUNTING

Organization

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Jul. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Employee Stock-Based Compensation

Income Taxes

Revenue Recognition

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 solutions.

Basic and Diluted Net Loss per Common Share

Property and Equipment

The Company’s property and equipment mainly consists of computer and laser equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

Schedule of estimated useful lives
		Useful life
Small equipment		3 Years
Large equipment		7 Years
Vehicles		4 Years

Intangible Assets

Impairment of Long-Lived Assets

Leases

Adoption of Recent Accounting Pronouncements

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

GOING CONCERN

9 Months Ended

Jul. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 3 – GOING CONCERN

Based on the above factors, substantial doubt exists about our ability to continue as a going concern for one year from the issuance of these condensed financial statements.

PROPERTY AND EQUIPMENT

9 Months Ended

Jul. 31, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Schedule of property and equipment
	July 31, 2024			October 31, 2023
Vehicles	$	60,702		$	60,702
Small equipment	$	32,943		$	8,879
Large equipment		1,047,005			735,297
Property and Equipment, Gross	$	1,140,650		$	804,878
Less: Accumulated depreciation		(147,072	)		(36,940	)
Property and Equipment, Net	$	993,578		$	767,938

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

INTANGIBLE ASSETS

9 Months Ended

Jul. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 5 – INTANGIBLE ASSETS

Patents Acquired Under Patent Purchase Agreement

The details of the patents acquired are listed in the table below, which includes information on the patent numbers, titles, and status in various countries.

COUNTRY

APPLN NO

PATENT

NUMBER

TITLE

STATUS

13/844,267

8757107

HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES

Issued

13/922,351

9453457

HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES

Issued

14/016,388

9476357

METHOD AND APPARATUS FOR INCREASING COMBUSTION EFFICIENCY AND REDUCING PARTICULATE MATTER EMISSIONS IN JET ENGINES

Issued

14/326,801

9267468

HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES

Issued

17/047,041

10920717

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES

Issued

AUSTRALIA

2019405749

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES

Issued

CHINA

201980092511.1

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY

Pending

EUROPE

19900413.6.

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY

Pending

JAPAN

2021-535288

HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY

Pending

Intangible assets as at July 31, 2024 and October 31, 2023, consisted of the following:

Schedule of intangible assets
	Useful Life (years)		July 31, 2024		October 31, 2023
Patents		20	$	82,500	$	82,500
Less: Accumulated amortization				(6,264)		(3,176	)
Intangible assets, net			$	76,236	$	79,324

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

LEASES

9 Months Ended

Jul. 31, 2024

Leases

LEASES

NOTE 6 – LEASES

Operating leases

The Company has an operating lease agreement for office space in Murrieta, California, expiring on November 30, 2026.

Operating Cash Flows Related to Leases

Remaining lease term as of July 31, 2024:

Schedule of remaining lease term
Year	Operating Lease Payment
2024	$	15,227
2025	$	60,909
2026 and above	$	65,986
Total Payments	$	142,122

COMMON STOCK

9 Months Ended

Jul. 31, 2024

Equity [Abstract]

COMMON STOCK

NOTE 7 – COMMON STOCK

The Company is authorized to issue 985,000,000 shares of common stock, par value $0.001.

Increase in Authorized Capital Stock

Stock Issued

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

Stock Payable

PREFERRED STOCK

9 Months Ended

Jul. 31, 2024

Equity [Abstract]

PREFERRED STOCK

NOTE 8 – PREFERRED STOCK

The Company is authorized to issue 15,000,000 shares of preferred stock, par value $0.001.

Series A Preferred Stock

The Company is authorized to issue 10,000,000 shares of Series A preferred stock, par value $0.001.

On January 24, 2023, the Company issued 5,000,000 shares of its Series A Preferred Stock to Mr. Owens, valued at $82,500 for patents specified in Note 5.

As of 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.

RELATED PARTY TRANSACTIONS

9 Months Ended

Jul. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

Notes Payable, Related Party

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.

Extension of Promissory Notes

Advances from Related Party

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.

RECEIVABLE SETTLEMENT WITH RELATED PARTY

9 Months Ended

Jul. 31, 2024

Receivable Settlement With Related Party

RECEIVABLE SETTLEMENT WITH RELATED PARTY

NOTE 10 – RECEIVABLE SETTLEMENT WITH RELATED PARTY

INTELLECTUAL PROPERTY: PROTOTYPE COMPACT HYDROGEN REFUELING STATION (CHRS)

9 Months Ended

Jul. 31, 2024

Intellectual Property Prototype Compact Hydrogen Refueling Station

INTELLECTUAL PROPERTY: PROTOTYPE COMPACT HYDROGEN REFUELING STATION (CHRS)

NOTE 11 – INTELLECTUAL PROPERTY: PROTOTYPE COMPACT HYDROGEN REFUELING STATION (CHRS)

Amortization

Schedule of amortization expense
	Useful Life (years)		July 31, 2024			October 31, 2023
Long term asset		5	$	136,725		$	103,821
Less: Accumulated amortization				(6,836	)		—
Long term asset, net			$	129,889		$	103,821

TERMINATION OF PROPERTY ACQUISITION AGREEMENT

9 Months Ended

Jul. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

TERMINATION OF PROPERTY ACQUISITION AGREEMENT

NOTE 12 – TERMINATION OF PROPERTY ACQUISITION AGREEMENT

SUBSEQUENT EVENTS

9 Months Ended

Jul. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

Common Stock Issued

On August 16, 2024, the Company issued 2,500 shares of common stock under Regulation A for stock payables.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Jul. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Employee Stock-Based Compensation

Employee Stock-Based Compensation

Income Taxes

Income Taxes

Revenue Recognition

Revenue Recognition

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 solutions.

Basic and Diluted Net Loss per Common Share

Basic and Diluted Net Loss per Common Share

Property and Equipment

Property and Equipment

The Company’s property and equipment mainly consists of computer and laser equipment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

Schedule of estimated useful lives
		Useful life
Small equipment		3 Years
Large equipment		7 Years
Vehicles		4 Years

Intangible Assets

Intangible Assets

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Leases

Leases

Adoption of Recent Accounting Pronouncements

Adoption of Recent Accounting Pronouncements

Reclassification of Prior Year Presentation

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Jul. 31, 2024

Accounting Policies [Abstract]

Schedule of estimated useful lives

Schedule of estimated useful lives
		Useful life
Small equipment		3 Years
Large equipment		7 Years
Vehicles		4 Years

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Jul. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Schedule of property and equipment
	July 31, 2024			October 31, 2023
Vehicles	$	60,702		$	60,702
Small equipment	$	32,943		$	8,879
Large equipment		1,047,005			735,297
Property and Equipment, Gross	$	1,140,650		$	804,878
Less: Accumulated depreciation		(147,072	)		(36,940	)
Property and Equipment, Net	$	993,578		$	767,938

INTANGIBLE ASSETS (Tables)

9 Months Ended

Jul. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

Schedule of intangible assets
	Useful Life (years)		July 31, 2024		October 31, 2023
Patents		20	$	82,500	$	82,500
Less: Accumulated amortization				(6,264)		(3,176	)
Intangible assets, net			$	76,236	$	79,324

LEASES (Tables)

9 Months Ended

Jul. 31, 2024

Leases

Schedule of remaining lease term

Schedule of remaining lease term
Year	Operating Lease Payment
2024	$	15,227
2025	$	60,909
2026 and above	$	65,986
Total Payments	$	142,122

INTELLECTUAL PROPERTY: PROTOTYPE COMPACT HYDROGEN REFUELING STATION (CHRS) (Tables)

9 Months Ended

Jul. 31, 2024

Intellectual Property Prototype Compact Hydrogen Refueling Station

Schedule of amortization expense

Schedule of amortization expense
	Useful Life (years)		July 31, 2024			October 31, 2023
Long term asset		5	$	136,725		$	103,821
Less: Accumulated amortization				(6,836	)		—
Long term asset, net			$	129,889		$	103,821

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Jul. 31, 2024
Small Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	3 years
Large Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	7 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	4 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Jul. 31, 2024	Jul. 31, 2023
Accounting Policies [Abstract]
Revenue	$ 4,241	$ 0	$ 4,241	$ 13,000
Intangible assets estimated useful life	20 years		20 years

GOING CONCERN (Details Narrative) - USD ($)	Jul. 31, 2024	Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 43,194,383	$ 41,609,945

PROPERTY AND EQUIPMENT (Details) - USD ($)	Jul. 31, 2024	Oct. 31, 2023
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	$ 1,140,650	$ 804,878
Less: Accumulated depreciation	(147,072)	(36,940)
Property and Equipment, Net	993,578	767,938
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	60,702	60,702
Small Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	32,943	8,879
Large Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, Gross	$ 1,047,005	$ 735,297

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	9 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Jul. 31, 2024	Jul. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 110,132	$ 18,314

INTANGIBLE ASSETS (Details) - USD ($)	Jul. 31, 2024	Oct. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Patents	$ 82,500	$ 82,500
Intangible assets estimated useful life	20 years
Less: Accumulated amortization	$ (6,264)	(3,176)
Intangible assets, net	$ 76,236	$ 79,324

INTANGIBLE ASSETS (Details Narrative) - USD ($)		9 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	Jan. 24, 2023	Jul. 31, 2024	Jul. 31, 2023
Amortization expense		$ 3,088	$ 2,136
Series A Preferred Stock [Member] \| Mr. Owens [Member] \| Patent Purchase Agreement [Member]
Number of shares issued, shares	5,000,000
Number of shares issued, value	$ 82,500

LEASES (Details)	Jul. 31, 2024 USD ($)
Leases
2024	$ 15,227
2025	60,909
2026 and above	65,986
Total Payments	$ 142,122

LEASES (Details Narrative) - USD ($)	Jan. 04, 2024	Nov. 18, 2023	Nov. 14, 2023	Jul. 31, 2024	Oct. 31, 2023
ROU asset				$ 135,875	$ 0
Operating lease liabilities				136,719
Operating lease liabilities current				56,051	0
Operating lease liabilities non-current				$ 80,668	$ 0
Weighted average remaining lease term				2 years 4 months 2 days
Weighted average discount rate				4.14%
Demarius Holdings Inc [Member]
Operating lease extended		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.
Lease For Suite B [Member]
Operating lease extended			On November 14, 2023, the lease for Suite B was extended for 36 months to November 30, 2026. The monthly rental amount for Suite B is $2,501 for the period from December 1, 2023, to November 30, 2024, with an increase to $2,573 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.
Lease For Suite C [Member]
Operating lease extended	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 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.

COMMON STOCK (Details Narrative) - USD ($)							3 Months Ended						9 Months Ended
COMMON STOCK (Details Narrative) - USD ($)	May 03, 2024	Jun. 09, 2023	Jan. 31, 2023	Jan. 17, 2023	Jan. 11, 2023	Mar. 31, 2022	Jul. 31, 2024	Apr. 30, 2024	Jan. 31, 2024	Oct. 31, 2023	Jul. 31, 2023	Jan. 31, 2023	Jul. 31, 2024	Oct. 09, 2023	Jan. 06, 2023	Jan. 04, 2023	Jan. 02, 2023
Class of Stock [Line Items]
Common stock, shares authorized							985,000,000			985,000,000			985,000,000
Common stock, par value							$ 0.001			$ 0.001			$ 0.001
Preferred stock, shares authorized							15,000,000			15,000,000			15,000,000
Preferred stock, par value							$ 0.001			$ 0.001			$ 0.001
Number of shares issued for other, shares							158,278	64,900	74,500	52,500	1,968,032
Number of shares issued for other, value							$ 158,278	$ 69,400	$ 74,500	$ 52,500	$ 1,968,032
Common stock receivables, shares											13,750
Common stock receivables, value											$ 13,750
Common stock payables, shares							1,000	64,250	51,000	18,501	19,750
Common stock payables, value							$ 1,000	$ 64,250	$ 51,000	$ 18,501	$ 19,750
Common stock payables, shares							60,750	51,000	17,001	6,000
Common stock, shares issued							410,739,392			419,341,584			410,739,392
Common stock value							$ 410,739			$ 419,341			$ 410,739
Common stock, shares outstanding							410,739,392			419,341,584			410,739,392
Vivaris Capital LLC [Member]
Class of Stock [Line Items]
Settlement amount	$ 15,500
Shares were canceled	10,000,000
Stock Subscription Agreement [Member]
Class of Stock [Line Items]
Number of shares sold, shares							966,879
Par value per share							$ 0.001						$ 0.001
Number of shares sold, value							$ 275,500
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized															985,000,000
Common stock, par value															$ 0.001
Common stock, shares issued														24,753
Common stock value														$ 20,000
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized															15,000,000
Preferred stock, par value															$ 0.001
Stock Receivable [Member]
Class of Stock [Line Items]
Number of shares issued for other, shares													13,750
Number of shares issued for other, value													$ 13,750
Stock Receivable [Member] \| Vivaris Capital LLC [Member]
Class of Stock [Line Items]
Number of shares issued, shares						10,000,000
Stock Payable [Member]
Class of Stock [Line Items]
Number of shares sold, shares													17,750
Number of shares sold, value													$ 17,750
Minimum [Member]
Class of Stock [Line Items]
Number of shares of capital stock															510,000,000
Maximum [Member]
Class of Stock [Line Items]
Number of shares of capital stock															1,000,000,000
Director [Member]
Class of Stock [Line Items]
Number of shares of capital stock																1,000,000,000
Number of shares issued																	2,025,000
Share price																	$ 0.001
Director [Member] \| Stock Subscription Agreements [Member]
Class of Stock [Line Items]
Number of shares sold, shares		8,000,000		5,000,000	2,000,000
Cash purchase price		$ 8,000		$ 5,000	$ 2,000
Proceeds from sale of common stock		$ 8,000		$ 5,000	$ 2,000
Board of Directors Chairman [Member] \| Stock Subscription Agreements [Member]
Class of Stock [Line Items]
Number of shares sold, shares			100,000,000									175,000,000
Cash purchase price			$ 100,000									$ 175,000
Proceeds from sale of common stock			$ 100,000									$ 175,000

PREFERRED STOCK (Details Narrative) - USD ($)	Jan. 24, 2023	Jul. 31, 2024	Oct. 31, 2023
Class of Stock [Line Items]
Preferred stock, shares authorized		15,000,000	15,000,000
Preferred stock, par value		$ 0.001	$ 0.001
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		10,000,000	10,000,000
Preferred stock, par value		$ 0.001	$ 0.001
Preferred stock, shares issued		10,000,000	10,000,000
Preferred stock, shares outstanding		10,000,000	10,000,000
Series A Preferred Stock [Member] \| Mr. Owens [Member] \| Patent Purchase Agreement [Member]
Class of Stock [Line Items]
Number of shares issued under acquisitions, shares	5,000,000
Number of shares issued under acquisitions, value	$ 82,500

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)												9 Months Ended	12 Months Ended
	Apr. 17, 2023	Apr. 13, 2023	Apr. 03, 2023	Mar. 23, 2023	Mar. 08, 2023	Mar. 01, 2023	Oct. 20, 2022	Sep. 29, 2022	May 31, 2022	Dec. 01, 2021	Nov. 19, 2021	Jul. 31, 2024	Oct. 31, 2023
Related Party Transaction [Line Items]
Long term notes payable outstanding												$ 1,375,000	$ 1,375,000
Accrued interest payable												61,786	41,270
HNO Green Fuels [Member]
Related Party Transaction [Line Items]
Issuance of notes payable amount										$ 500,000	$ 20,000
Interest bearing rate										2.00%	2.00%
Related party maturity date										Jan. 01, 2023	Dec. 19, 2022
Common stock shares issued											20,000,000
Payments to notes payables											$ 20,000
Principal amount paid											20,000
Accrued interest due											$ 436	25,325
Principal repayment amount													$ 65,000
Payments due to related parties												435,000
Advances from related party												800,585
HNO Green Fuels 1 [Member]
Related Party Transaction [Line Items]
Issuance of notes payable amount									$ 590,000
Interest bearing rate									2.00%
Related party maturity date									May 31, 2030
Accrued interest due												25,604
Payments due to related parties												590,000
HNO Green Fuels 2 [Member]
Related Party Transaction [Line Items]
Issuance of notes payable amount								$ 50,000
Interest bearing rate								2.00%
Related party maturity date								Oct. 31, 2023
Accrued interest due												1,838
Payments due to related parties												50,000
HNO Green Fuels 3 [Member]
Related Party Transaction [Line Items]
Issuance of notes payable amount							$ 50,000
Interest bearing rate							2.00%
Related party maturity date							Nov. 20, 2023
Accrued interest due												1,781
Payments due to related parties												50,000
HNO Green Fuels 4 [Member]
Related Party Transaction [Line Items]
Issuance of notes payable amount						$ 50,000
Interest bearing rate						2.00%
Related party maturity date						Mar. 01, 2024
Accrued interest due												1,419
Payments due to related parties												50,000
HNO Green Fuels 5 [Member]
Related Party Transaction [Line Items]
Issuance of notes payable amount					$ 50,000
Interest bearing rate					2.00%
Related party maturity date					Mar. 08, 2024
Accrued interest due												1,400
Payments due to related parties												50,000
HNO Green Fuels 6 [Member]
Related Party Transaction [Line Items]
Issuance of notes payable amount				$ 50,000
Interest bearing rate				2.00%
Related party maturity date				Mar. 23, 2024
Accrued interest due												1,359
Payments due to related parties												50,000
HNO Green Fuels 7 [Member]
Related Party Transaction [Line Items]
Issuance of notes payable amount			$ 50,000
Interest bearing rate			2.00%
Related party maturity date			Apr. 03, 2024
Accrued interest due												1,329
Payments due to related parties												50,000
HNO Green Fuels 8 [Member]
Related Party Transaction [Line Items]
Issuance of notes payable amount		$ 20,000
Interest bearing rate		2.00%
Related party maturity date		Apr. 13, 2024
Accrued interest due												520
Payments due to related parties												20,000
HNO Green Fuels 9 [Member]
Related Party Transaction [Line Items]
Issuance of notes payable amount	$ 30,000
Interest bearing rate	2.00%
Related party maturity date	Apr. 17, 2024
Accrued interest due												774
Payments due to related parties												$ 30,000

RECEIVABLE SETTLEMENT WITH RELATED PARTY (Details Narrative) - USD ($)					12 Months Ended
	Jul. 03, 2024	Jan. 31, 2024	Oct. 31, 2023	Oct. 31, 2022	Apr. 15, 2024
Receivable Settlement With Related Party
Proceeds from related party		$ 56,392	$ 56,392	$ 56,392
Description of settlement agreement					The settlement agreement involved the transfer of equipment, categorized into large and small equipment, with a combined value of $56,392. Specifically, large equipment was valued at $32,327, and small equipment at $24,065.
Accrued interest receivable					$ 5,185
Interest rate					5.00%
Accrued interest fully received	$ 5,185

INTELLECTUAL PROPERTY: PROTOTYPE COMPACT HYDROGEN REFUELING STATION (CHRS) (Details) - CHRS [Member] - USD ($)	9 Months Ended	12 Months Ended
	Jul. 31, 2024	Oct. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Long term asset	$ 136,725	$ 103,821
Amortized over useful life	5 years
Less: Accumulated amortization	$ (6,836)	0
Long term asset, net	$ 129,889	$ 103,821

INTELLECTUAL PROPERTY: PROTOTYPE COMPACT HYDROGEN REFUELING STATION (CHRS) (Details Narrative) - CHRS [Member] - USD ($)	9 Months Ended
	Jul. 31, 2024	Dec. 06, 2023	Oct. 31, 2023	Jul. 10, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amortized over useful life	5 years
Amortization expense	$ 6,836
SAFE [Member] \| Varea Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase amount				$ 500,000
Balance amount		$ 136,725	$ 103,821

TERMINATION OF PROPERTY ACQUISITION AGREEMENT (Details Narrative) - Purchase And Sale Agreement [Member] - TCF Elrod, LLC [Member] - USD ($)	Aug. 28, 2023	Dec. 04, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase price	$ 10,800,000
Non-refundable earnest money deposit	$ 100,000
Earnest money deposit		$ 100,000

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	Sep. 16, 2024	Aug. 19, 2024	Aug. 16, 2024	Aug. 13, 2024	Aug. 21, 2024
Restricted Securities [Member]
Subsequent Event [Line Items]
Number of shares sold, shares	666,667	629,306
HNO Green Fuels [Member]
Subsequent Event [Line Items]
Accrued interest payable					$ 40,000
Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued, shares			2,500
Number of shares issued for services				5,050,000
Common Stock [Member] \| Stock Subscription Agreements With Accredited Investors [Member]
Subsequent Event [Line Items]
Number of shares sold, shares			1,295,973
Share price			$ 0.001
Cash purchase price			$ 250,000

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