HNO INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 ORor 15(d) OF
For the fiscal year ended October 31 2009
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 333-130286
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.) | |||
4115 Eastman Drive, Suite B Murrieta, California | 92562 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(951) 305-8872
(Registrant's telephone number, including area code: +44 (0) 20773900289
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: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Securities registered pursuant to sectionSection 12(g) of the Act: Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Indicate by check mark whether the registrantissuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the precedinglast 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. Yesx
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes¨x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filer | 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨No x
State the registrant had 91,586,013 shares of its common stock issued and outstanding.
Indicate the common equity had been established asnumber of such date. The aggregate market valueshares outstanding of each of the voting and non-votingregistrant’s classes of common equity held by non-affiliates was $9,135,000stock, as of the last daylatest practicable date. As of January 29, 2024, the registrant’s most recently completed fiscal year and $13,699,305 asregistrant had outstanding shares of March 12, 2010.Common Stock.
Documents incorporated by reference: None.
TABLE OF CONTENTS
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Reportreport on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). To the extent“forward-looking statements” that any statements made in this Form 10-K contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as “expect,” “plan,” “will,” “may,” “anticipate,” “believe,” “should,” “intend,” “estimate,” and variations of such words. Forward-looking statements are subject toinvolve risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation:
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 whether as a result of new information, future events or otherwise.
PART I
ITEM 1. BUSINESS
Company Overview
HNO International, Inc., a Nevada corporation (herein referred to as “we,” “us,” “our,” “HNO” and the “Company”), 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 13 years of expertise in the green hydrogen production industry.
HNO 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.
HNO is at the forefront of developing innovative integrated products that cater to various uses of green hydrogen, both current and future. These include:
| Hydrogen refueling and generation systems for Fuel Cell Electric vehicles, such as forklifts, drones, cars, and trucks, as well as for zero-emission heating and cooking applications. |
| · | Small to mid-scale green hydrogen production facilities with a capacity of 100kg/day to 5,000kg/day. These facilities can help decarbonize industrial processes and increase the use of hydrogen and hydrogen-based fuels for transportation and material handling. |
| · | Hydrogen technologies that decrease emissions and maintenance for existing gasoline and diesel internal combustion engines. This can aid companies in decarbonizing their operations in the short term. |
Overview
HNO 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 13 years of expertise in the green hydrogen production industry.
We provide 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.
On May 16, 2023, we began accepting subscription agreements from investors as part of a $75 million offering under Regulation A. During the year ended October 31, 2023, we issued 2,026,532 shares of common stock under our Regulation A offering.
Organization
HNO International, Inc. was incorporated in the State of Nevada on May 2, 2005 under the name “American Bonanza Resources Limited.” On March 19, 2009, we changed our name to “Clenergen Corporation.” On August 4, 2009, we acquired Clenergen Corporation Limited (UK), a United Kingdom corporation (“Limited”), and succeeded to the business of Limited. In April 2009, Limited acquired the assets of RootschangeRootchange Limited, a biofuel and biomass research and development company, in April 2009. As a resultcompany. On July 8, 2020, we changed our name to Excoin Ltd. And on August 31, 2021, we changed our name to “HNO International, Inc.” our current name.
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Principal Business of these transactions, we are an advance-stagethe Company
HNO focuses on systems engineering design, integration, and product development company focused on installing, owning and operating small to medium sized renewable distributed environmental power systems (“DEPS”) providing electricity to local municipalities, manufacturers and national grids and which are powered by the use of biomass produced from proprietary feedstocks cultivated specifically for this purpose.
HNO stands for Hydrogen and in excess of international standards for environmental protection, biodiversity, quality, safetyOxygen- and full traceability backed by a globalour experienced management team providing a deep wealthhas over 13 years of experienceexpertise in the science, technology, financegreen hydrogen production industry.
We provide green hydrogen systems engineering design, integration, and managementproducts to multiple markets, which include: (i) the zero-emission vehicle and mobile equipment market consisting of our business,hydrogen fuel cell electric passenger vehicles, material handling equipment such as forklifts and airport ground support equipment, as well as practical experiencesthe 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.
Our Business
We are at the forefront of managingdeveloping innovative integrated products that cater to various uses of green hydrogen, both current and investing in similar businesses in both emergingfuture. These include:
| · | Hydrogen refueling and generation systems for Fuel Cell Electric vehicles, such as forklifts, drones, cars, and trucks, as well as for zero-emission heating and cooking applications. |
| · | Small to mid-scale green hydrogen production facilities with a capacity of 100kg/day to 5,000kg/day. These facilities can help decarbonize industrial processes and increase the use of hydrogen and hydrogen-based fuels for transportation and material handling. |
| · | Hydrogen technologies that decrease emissions and maintenance for existing gasoline and diesel internal combustion engines. This can aid companies in decarbonizing their operations in the short term. |
Our Products
We have three products that we manufacture and developed markets. We also have an extensive scientific and technology Board of Advisors whosell:
| 1. | CHRS (Compact Hydrogen Refueling Station): A cost-effective solution for rapidly deploying hydrogen production in the 50 KG to 200 KG per day range. It has a dispensing system that can be adapted for vehicles (trucks, buses, etc.), warehouse equipment (forklifts), or other fuel cell applications, including power generation. |
| 2. | HCC (Hydrogen Carbon Cleaner): A device used to clean carbon deposits from internal combustion engines. |
| 3. | SGHP (Scalable Green Hydrogen Production): This plant uses larger electrolyzers and compressors to produce and store 500 – 5000 KG of hydrogen per day. Although it can be used for applications serviced by the CHRS, it is particularly well-suited for “off-take” hydrogen customers. |
The need for hydrogen refueling stations is growing as more fuel cell vehicles come on the road. Current solutions are consulted on each and every project we enter into.
Currently, we are building and setting up a manufacturing line for 1.25 MW electrolyzers to be used as a source of biomass for gasification power plants. The gasification power plant will consist of five modules, each producing 6 MWe of electricityable to produce one per day. We have also ordered the equipment necessary and incorporate a heat recovery system, convertingleased the heat expelled from the gas turbines into energy, sufficientland required (approximately $450,000) to supply the entire energy requirements for running the gasification power plant, as well as generating an additional 2MEe of electricity. We anticipate that the gas turbine engines will be supplied by GE Jenbacher. Each module will consist of a two pyrolyisis chambers and three GE Jenbacher engines. Our plan calls forbuild the first module will be installed within a twelve-to-sixteen month period commencingHydrogen Farm located in second quarter 2011,Katy Texas and that is scheduled for full operation producing hydrogen in April 2024, with each additional module being supplied every 90 days. All fabrication and piping for the power plant will be sourced from local suppliers in India.
We are scheduled to take delivery of the biomass power plant. A detailed site plan for the construction of the plant has been submitted to the appropriate governmental agencies. The State Government of Tamilnadu has agreed to a waiver of all import duties and the national government of India has approved a ten year income tax exemption status for all renewable energy projects.
The CHRS unit has been built and the installation of a 2 MWe gasification biomass power plant, which will utilize wood biomass as a feedstock.
Revenues from the mother stock developed by Arbour Technologies. Assales of March 15t, 2010, we have paid Star Biotechnology $300,000 of its $500,000 license fee. The researchunits is not guaranteed and, development agreement required us to pay Arbour Technologies a onetime research and development fee of approximately $80,000, which has been paidas stated in full.
Hydrogen Refueling
The market for hydrogen refueling stations is currently in a position to file plant breeding rights withinstate of growth, as the country where ituse of hydrogen fuel cell electric vehicles (“FCEVs”) is being planted, since we create a new DNA strain forbecoming more popular. Governments, private companies, and research institutions around the species of tree which we refer to as “Majestica.” Paulownia only requires four liters of water every one-to-two days.
Currently, most hydrogen refueling stations are entered into an active breeding program. This process enables the creation of “adaptive polyploids” or plants with duplicate sets of chromosomes, where the gene clusters are bred specifically to adapt to certain environmental or physical conditions (genomic architecture through breeding). Quite simply, the tree (itself a solar energy system through the process of photosynthesis) grows leaves (solar panels) which are 50% larger than a standard variety of the same tree species, thereby enabling it to more efficiently collect solar energylocated in California, Germany, Japan, and CO2South Korea. These countries have actively invested in developing hydrogen infrastructure and, accordingly, grow more rapidly. This optimization results in a 30-40% increase in the normal growth rate of the tree. Further, no genetic engineering is utilized, as the polyploidy process is a naturally occurring evolutionary event. Re-applying this technology annually to selected mother stock from the hybrid planting material (continuing the breeding process through selection), results in a continuous scientific cycle of increased growth rates although at a lesser extent annually as the process matures.
According to a report by MarketsandMarkets, the polyploidy process.
However, the market for hydrogen refueling stations is still relatively small compared to other alternative fuels, such as electric charging stations. The high levels of heat and pressure with low oxygen levels and steam.
Despite these challenges, the market for hydrogen refueling stations is expected to grow in the future as the number of FCEVs on the road increases and more countries begin to invest in the development of hydrogen infrastructure.
Fuel Cell EV Growth
The expected growth of FCEVs is projected to be significant in the coming years. According to a report by MarketsandMarkets, the global fuel cell electric vehicle market size is projected to reach 1.63 million units by 2030, growing at a CAGR of 42.2% during the forecast period of 2025 to 2030.[2]
This growth is driven by several factors, including increasing government support and funding for the scale updevelopment of projects basedhydrogen infrastructure, advancements in fuel cell technology, and increasing consumer awareness and acceptance of FCEVs.
In addition, many countries have set ambitious targets to reduce greenhouse gas emissions, and deploying FCEVs is seen as a key measure to achieving these goals.
However, it's worth noting that the expected growth of FCEVs is highly dependent on an increased supplythe success of biomassthe hydrogen economy and the availability of hydrogen fueling stations. The growth of FCEVs also depends on the cost of hydrogen and the competition with other technologies such as battery electric vehicles.
Overall, the growth of FCEVs is expected to be significant in the coming years, but the growth rate may vary depending on the region and the success of the hydrogen economy.
_________________________________
[1] https://www.marketsandmarkets.com/Market-Reports/green-hydrogen-market-92444177.html#:~:text=The%20global%20green%20hydrogen%20market,cagr%20during%20the%20forecast%20period.
[2] https://www.marketsandmarkets.com/Market-Reports/green-hydrogen-market-92444177.html#:~:text=The%20global%20green%20hydrogen%20market,cagr%20during%20the%20forecast%20period.
Current Problems
There are several common problems associated with current hydrogen refueling stations:
| 1. | Cost: Building and maintaining hydrogen refueling stations can be expensive, and the high cost can be a barrier to the widespread deployment of the technology. |
| 2. | Limited availability: Hydrogen fueling stations are currently much less common than gasoline or electric charging stations, which can make it difficult for FCEV owners to find a refueling location. |
| 3. | Complexity: Hydrogen fueling stations are complex systems that require specialized knowledge and training to operate and maintain. |
| 4. | Safety concerns: Hydrogen is a highly flammable gas, and there are concerns about the safety of storing and dispensing it at refueling stations. |
| 5. | Hydrogen production: One of the major challenges with hydrogen refueling stations is their limited access to locally produced hydrogen, often relying on hydrogen created using processes that generate pollution, such as steam methane reforming, which undermines the environmental benefits of using hydrogen as a fuel source. |
| 6. | Lack of standardization: There is currently no standardization in the design and operation of hydrogen fueling stations, which can make it difficult for different types of vehicles to refuel at different stations. |
| 7. | Limited production capacity: The current capacity of hydrogen production is limited, which can make it difficult to supply enough hydrogen to meet the increasing demand for FCEVs. |
| 8. | Lack of economies of scale: The small number of hydrogen stations and vehicles currently in operation makes it difficult to achieve economies of scale and reduce costs. |
Overall, current hydrogen refueling stations face several challenges, but with ongoing research and development, these issues can be installed withinaddressed and overcome in the future.
Our Unique Solution
Compact and Modular
Our CHRS delivers modular, compact green hydrogen refueling stations and could have significant value in the growing hydrogen FCEV market. These types of stations are designed to be compact, easy to install, and highly efficient, which can help to reduce the cost of building and maintaining the typical hydrogen refueling stations.
One of the main advantages of CHRS is that they can be quickly and easily deployed in various locations, such as urban areas, parking garages, residential locations, along highway corridors, even at a 13-16 month period. It is our intent to commenceconsumer's home. They can be quickly located with a small 2MWe demonstration gasification biomass power plant atsmartphone app, and once located, the sitehydrogen availability can be determined and the hours of operation of the 1.5MW per plantstation. Because of the way the current infrastructure is set up, including the lack of hydrogen production on-site, it is often impossible for a customer to know if they will even be able to get fuel or not until they actually arrive at one of the extremely limited refueling locations. The CHRS system will increase the availability of hydrogen fueling options for FCEV owners, making it easier for them to refuel their vehicles and for manufacturers to sell their hydrogen vehicles because of the availability of hundreds of fueling stations.
Additionally, these types of stations can be powered by renewable energy sources, such as solar or wind power, which can reduce their environmental impact and help to promote the use of green hydrogen.
Another advantage of these stations is that they can be easily expanded as the demand for hydrogen fuel increases. This can help to ensure that there is always enough hydrogen available to meet the needs of FCEV owners.
Overall, a product that delivers modular, compact green hydrogen refueling stations can be a disruptive factor and help to spur the growth of the FCEV market, by making it more convenient, affordable, and environmentally friendly for FCEV owners to refuel their vehicles, and it can help to support the growth of the hydrogen economy.
Scalable Green Hydrogen Production
Unlike traditional large-scale hydrogen production plants, our plants are smaller, low-cost, and quicker to permit, install, and scale. One of the key benefits of our approach is the use of low-cost, PGM-free electrolysis technology. This technology eliminates the need for expensive and rare platinum group metals, making green hydrogen production more sustainable and cost-effective. This is particularly important in Salem India, with construction commencingtoday's market, where the price of these metals has been increasing, making traditional hydrogen production more expensive.
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Another benefit of our approach is the ability to scale green hydrogen production quickly. Our plants are designed to be quickly installed and operational, allowing them to respond quickly to changes in market demand. This is important as the third quarter 2010.
In addition, our approach is more environmentally friendly than traditional hydrogen production methods. We use renewable energy sources such as wind and solar projects and, therefore, can generate renewable electricity on a consistent basis, throughoutpower to produce green hydrogen, reducing the year, without any direct dependence on sunlight or wind and without the hazards of radiation, a permanent threat in nuclear fission technology. The capability of gasification to displace coal combustion, natural gas and petroleum is a major incentive for governments in developed and developing nations to rapidly deploy this proven technology. South Africa, Finland, Sweden and Norway have demonstrated successfully over the last 50 years, the benefits of the deployment of gasification technology.
We also have a robust supply chain, sourcing high-quality equipment from trusted suppliers. This ensures that our plants are reliable and efficient, reducing the only conventional energy technology (besides nuclear fission) capablerisk of producingproduction disruptions and increasing the massive quantitiesoverall value of our services to customers.
In the case of Scalable Green Hydrogen Production, where the volume of hydrogen that wouldcan be requiredproduced is from 100 Kilograms per day to convert all or a major portion of the world’s transportation fleet from gasolineover 2,000 (or more) kilograms per day, we can service current and dieselemerging hydrogen gas markets, including ammonia, fertilizer, steel, mining, electronics, semiconductors, in addition to fuel tocell refueling stations.
Existing Engines
We are manufacturing custom hydrogen carbon cleaning equipment for engine service providers in the future.
We, as a technology company, have been actively developing and overseas.
Corporate Growth Strategy
Our growth strategy focuses on expanding our product offerings and target markets. This equates to 4,800 GW of new generating capacity, 2,000GW of which will be needed in OECD alone, largelyachieved through ongoing research and development to replace legacy coal and nuclear generating plants.
We will target our products to businesses and communities that are looking to decarbonize. Our sales and marketing strategies will focus on building relationships with key players in our target markets, such as current users of supply of both petcokeindustrial hydrogen, the emerging hydrogen refueling market, hydrogen vehicle manufacturers, engine service providers and coal.
Market Competition
The market is currently dominated by industrial gas producers using Steam Methane Reforming (“SMR”) which use carbon based feedstock as the potential major customersenergy input for the supplyhydrogen production. The result of electricity are the large, multinational mining companies operatingthese methods results in gray and black (residual carbon footprint. hydrogen production.
Our Competition
Major competitors in the country. Most oftraditional hydrogen production market are represented by the mining companies consume on average 30 MWe atfollowing companies:
| Praxair | Air Products and Chemicals | Linde |
| Air Liquide | Messer Group | BOC |
| Air Gas | Matheson Tri-gas | Advanced Gas Technologies |
These and other current hydrogen producers will require significant investment in infrastructure for carbon capture technologies to meet the site of their mining operations. The Government of Ghana is also a potential major customer since the lack of rainfall over the years has drastically reduced their hydro electricity generating capacity from the Volta Dam power plant.
We are focused on the importationproduction of diesel forgreen hydrogen, using renewable energy as the input power generation which is both expensive and often in short supply. National Power Corporation ("NPC") has been the prime customer for purchasing power from independent power producers ("IPPs"); however, under deregulation currently taking place in the Philippines, NPC is now facedto produce green hydrogen with stiff competition from Meralco which owns a high percentage of the transmission lines to Manila and other major cities in the Philippines. Our potential major customers for electricity are the mining companies operating in the Philippines who rely upon an uninterrupted supply of electricity at the site of their mining operations.
We, alternatively, either teams or competes with these green hydrogen companies, depending on the specific market opportunity.
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Our Competitive Strengths
Our competitive strengths include:
Focus on Low-Cost Technologies: Our focus on integrating proven low-cost technologies sets us apart from competitors, as it allows us to offer our products at a more affordable price point.
Comprehensive Portfolio of Products: We offer a wide range of products including hydrogen cleaning equipment for engine service providers, hydrogen delivery systems for diesel engines, and green hydrogen production systems for various markets. This comprehensive portfolio of products sets us apart from competitors that plans to engage exclusivelyfocus on a limited range of products.
Strong Technical Expertise: We have a strong team of technical experts with extensive knowledge and experience in the production, processinghydrogen technology and distribution of electricity created from biomass. As a result of our acquisition of the Salem, Tamilnadu power generation facility in India, we anticipate that we will be generating revenue in 2010. We believe this will have a positive effect on our ability to raise additional debt and equity capital to expand our operations both in India and other regions of operations, including the funds necessary for the construction of the 32 MWe power plant in Tuticorin.
Strong Partnerships: We have established partnerships with key players in the hydrogen technology and engineering industries, which enhances our ability to secure new customers and expand our reach in the market.
Innovative Solutions: Our focus on innovation and continuous improvement sets us apart from our competitors, as we are constantly developing new and improved products and solutions to meet the changing needs of our customers.
Commitment to Sustainability: We are committed to promoting sustainability and reducing carbon emissions, which aligns with the growing demand for green hydrogen products and services.
Current Market
There is growing demand for decarbonization solutions, and green hydrogen has emerged as a key technology for meeting the world's emissions reduction goals. Our target markets have different needs and challenges, but all can benefit from the benefits that green hydrogen can offer.
According to a report by MarketsandMarkets, the global growth for hydrogen consumption is projected to grow from $11.6B in 2022 to $90B in 2030, growing by a 55% CAGR. We are focused on developing and deploying small to medium green hydrogen production, storage and dispensing systems to satisfy the projected growth of the green hydrogen market.[3]
Properties
We operate out of an approximately 5,000 square foot facility in Murrieta, California and we are establishing a location in Houston, Texas for our Scalable Green Hydrogen Production farms.
Employees
As of January 29, 2024, we had two full-time employee and no part-time employees.
Environmental
Our operations do not pose an environmental risk, and we have no past environmental violations. We also do not require special environmental permits to conduct our business activities.
We follow standard policies and procedures for environmental compliance and risk management. We prioritize environmental sustainability and we continuously strive to improve our environmental performance.
We recognize that emerging climate change and other environmental issues present potential risks to any business. However, these risks only underscore the need for our products and services. As we continue to grow and expand our business, we will be ableremain vigilant in identifying and addressing potential environmental risks. We want to controlhighlight that our supply chains are diverse and minimizewell-shielded, reducing the cost of feedstockpotential environmental risks associated with our business operations. We work closely with our suppliers to ensure their environmental practices align with our standards. We continuously monitor and evaluate our supply chains to identify potential environmental risks.
We will follow standard procedures for any environmental insurance coverage or other risk management strategies that we have in orderplace. We are committed to generate electricity.
[3] https://www.marketsandmarkets.com/Market-Reports/green-hydrogen-market-92444177.html#:~:text=The%20global%20green%20hydrogen%20market,cagr%20during%20the%20forecast%20period.
Intellectual Property
We hold exclusive rights to several patents, which are listed in the table below. These patents represent the innovative intellectual property and data that are unique to us and are used in our products and/or processes becoming obsolete before we commence production. If we are unable to commence production and processing of our products before our competitors, we will be adversely affected. Moreover, any products and technologies that we may develop may be made obsolete by less expensive products or technologies that may be developed by our competitorsproduct designs. We believe they provide a significant competitive advantage for us in the future. We have specifically adopted a strategymarkets we serve. The table includes the country, application number, patent number, and title of being technology diverse, as we utilize combustion steam, anaerobic digestions and gasification technologies for producing electricity. We believe the costs of installing gasification power plants will decrease over the next five years as more companies migrate to this technology as an alternative to combustion steam, since it is up to 60% more efficient and has a carbon neutral footprint.
| COUNTRY | APPLN NO | Patent Number | TITLE | STATUS |
US |
13/844,267 |
8,757,107 | HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
US |
13/922,351 |
9,453,457 | HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
US |
14/016,388 |
9,476,357 | METHOD AND APPARATUS FOR INCREASING COMBUSTION EFFICIENCY AND REDUCING PARTICULATE MATTER EMISSIONS IN JET ENGINES |
Issued |
US |
14/326,801 |
9,267,468 | HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
US |
17/047,041 |
10,920,717 | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES |
Issued |
AUSTRALIA |
2019405749 |
2019405749 | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES |
Issued |
CHINA | 201980092511.1 | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending | |
EUROPE |
19900413.6. | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending | |
JAPAN |
2021-535288 | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending |
ITEM 1A. RISK FACTORS.
The following are important factors we have identified that could affect an investment in our securities. You should consider them carefully when evaluating an investment in HNO International, Inc. securities, because these factors could cause actual results to differ materially from historical results or any forward-looking statements. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, operating results, and prospects.
We need to continue as a going concern if our business is to succeed.
Our business operationsindependent registered public accounting firm reports on our audited financial statements for the years ended October 31, 2023 and 2022, indicate that there are subject to a number of factors that raise substantial risks and uncertainties, including, but not limited to those set forth below:
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We have a limited operating history, which makes it difficult to evaluate our financial position and our business plan.
We have a limited operating history by which to evaluatehistory. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least for the likelihood of our success or our ability to exist as a going concern.foreseeable future. We may notcan make no assurances that we will be able to generate revenueseffectuate our strategies or sufficient revenuesotherwise to become profitable.
During the year ended October 31, 2023, our total revenue was $13,000, and we had a net loss of $1,441,335. During the year ended October 31, 2022, our total revenue was $34,450, and we had a net loss of $1,071,309.
Our estimates of capital, personnel, equipment, and facilities required for our proposed operations are based on certain other existing businesses operating under projected business conditions and plans. We may also encounter unforeseen costsbelieve that could also require usour estimates are reasonable, but it is not possible to seek additional capital. As a result, we expect to seek to raise additional debt and/or equity funding. The full and timely development and implementationdetermine the accuracy of such estimates at this point. In formulating our business plan, and growth strategy will require significant additional resources, and we may not be able to obtainhave relied on the funding necessary to implement our growth strategy on acceptable terms or at all. An inability to obtain such funding would prevent us from constructing any biomass/gasification plants. Furthermore, our construction strategy may not produce revenues even if successfully funded. We have not yet identified all of the sources for the additional financing we require, although we do have offers of debt financing from two banks for our Clenergen India Limited and have, in the past, been able to raise equity capital through the sale of minority interest in Clenergen India Limited. We might not succeed in raising additional equity capital or in negotiating and obtaining additional financing. Our ability to obtain additional capital will also depend on market conditions, national and global economies and other factors beyond our control. We might not be able to obtain required working capital, the need for which is substantial given our business and development plan. The terms of any future debt or equity funding that we may obtain may be unfavorable to us and to our stockholders.
We are subject to a variety of possible risks that could adversely impact our revenues, results of operations or financial condition. Some of these risks relate to general economic and financial conditions, while others are more specific to us and the carbon emissions industry in which we operate. The following factors set out potential risks we have identified that could adversely affect us. The risks described below may not be the only risks we face. Additional risks that we do not yet know of, or that we currently think are immaterial, could also have a negative impact on our business operations or financial condition.
We operate in a highly competitive industry.
The climate and carbon treatment business is highly competitive and constantly changing. Our competitors include not only other large multinational companies, but also smaller entities that operate in local or regional markets as well as new forms of market participants.
Competitive challenges also arise from rapidly-evolving and new technologies in the carbon capture space, creating opportunities for new and existing competitors and a need for continued significant investment in research and development.
A number of our existing or potential competitors may have substantially greater financial, technical, and marketing resources, larger investor bases, greater name recognition, and more established relationships with their investors, and more established sources of deal flow and investment opportunities than we do. This may enable our competitors to: develop and expand their services and develop infrastructure more quickly and achieve greater scale and cost efficiencies; adapt more quickly to new or emerging markets and opportunities, strategies, techniques, technologies, and changing investor needs; take advantage of acquisitions and other market opportunities more readily; establish operations in new markets more rapidly; devote greater resources to the marketing and sale of their products and services; adopt more aggressive pricing policies; and provide clients with additional benefits at lower overall costs in order to gain market share. If our competitive advantages are not compelling or sustainable and we are not able to effectively compete with larger competitors, then we may not be able to increase or sustain cash flow.
We will need to raise funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.
We will need to seek funds soon, through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances or a combination of these approaches. Raising funds in the current economic environment may present additional challenges. It is not certain that we have accounted for all costs and expenses of future development and regulatory compliance. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.
Our future growth may be limited.
Our ability to achieve our expansion objectives and to manage our growth effectively depends upon a variety of factors, including our ability to further develop use of methodology, solutions and systems, to attract and retain skilled personsemployees, to successfully position and market the Company, to protect our existing intellectual property, to capitalize on the potential opportunities we are pursuing with third parties, and sufficient funding. To accommodate growth and compete effectively, we will need working capital to maintain adequate operating levels, develop additional procedures and controls and increase, train, motivate and manage our work force. There is no assurance that our personnel, systems, procedures and controls will be adequate to support our potential future operations.
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We rely on key personnel.
Our success also will depend in large part on the continued service of our key operational and management personnel, including executive staff, research and development, engineering, marketing and sales staff. We face intense competition from our competitors, customers and other companies throughout the industry. Any failure on our part to hire, train and retain a sufficient number of qualified professionals could impair our business.
Our stockholders have limited voting power compared to the holder of our Series A Preferred Stock.
Our Chairman, Donald Owens, is the sole holder of our Series A Preferred Stock and, along with his ownership a substantial percentage of our Common Stock, controls a majority of the voting power of our Company. For so long as Mr. Owens holds all of the shares of Series A Preferred Stock and a substantial percentage of our Common Stock, he is expected to hold a majority of our outstanding voting power and he will control the outcome of matters submitted to a stockholder vote, including the appointment of all directors of the Company.
Our management controls all corporate activities and can approve all transactions, including mergers, without the approval of other stockholders.
Our Chairman, Donald Owens, owns all of the shares of our Series A Preferred Stock that gives him the rights to 55 votes per share of our Company as well as is ownership of a substantial percentage of our Common Stock. Other members of our management also own shares of our Common Stock. Therefore, our management effectively controls all corporate activities and can approve transactions, including possible mergers, issuance of shares and compensation levels, without the approval of other stockholders. The decisions of our management may not be consistent with or in the best interests of other stockholders.
This capital structure may have anti-takeover effects preventing a change in control transaction that the minority owners of our Common Stock might consider in their best interest.
The ability of our management to control our business may limit or eliminate minority stockholders’ ability to influence corporate affairs.
Our Chairman, Donald Owens, owns all of the shares of our Series A Preferred Stock that gives him the rights to 55 votes per share of our Company as well as is ownership of a substantial percentage of our Common Stock. Because of this beneficial stock ownership, Mr. Owens is in a position to continue to elect our entire board of directors, decide all matters requiring stockholder approval, including potential mergers or business changes, and determine our policies. The interests of our management may differ from the interests of our minority stockholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. Our minority stockholders have no way of overriding decisions made by our management. This level of control may also have an adverse impact on the market value of our shares because our management may institute or undertake transactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial community and/or may sell sufficient numbers of shares to significantly decrease our price per share.
We owe debt to a related party, which may be convertible into a substantial amount of shares of Common Stock. If any or all of the notes are converted, shareholders would realize substantial dilution.
As of January 8, 2024, we had entered into several promissory notes with HNO Green Fuels, Inc., an entity controlled by our Chairman, Donald Owens, in the aggregate principal amount of $1,440,000. Although none of these notes are currently convertible into shares of Common Stock of our Company, in the past, we have settled a note that was in default for shares of Common Stock. If we are unable to pay each note, we may settle one or all of the notes for shares of our Common Stock. In the event of a settlement or settlements of a note or notes for shares of our Common Stock, our shareholders would realize substantial dilution and the value of their shares would decrease.
We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and cause us to incur substantial costs.
Companies, organizations or individuals, including our competitors, may own or obtain intellectual property or other proprietary rights that would prevent or limit our ability to make, use, develop or sell our concept, which could make it more difficult for us to operate our business. We may receive inquiries from intellectual property owners inquiring whether we infringe their proprietary rights.
Our business may be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties.
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Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of skilled technical personnelsome of our competitive advantage, and a decrease in our revenue which would adversely affect our company.
Confidentiality agreements with employees and others may not adequately prevent disclosure of anytrade secrets and other proprietary information.
In order to protect our proprietary technology and processes, we also rely in part on confidentiality agreements with our employees, consultants, outsource manufacturers and other advisors. These agreements may not effectively prevent disclosure of these personsconfidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.
We may not be successful in our potential business combinations.
We may, in the future, pursue acquisitions of other complementary businesses and technology licensing arrangements. We may also pursue strategic alliances and joint ventures that leverage our core products and industry experience to expand our product offerings and geographic presence. We have limited experience with respect to acquiring other companies and limited experience with respect to forming collaborations, strategic alliances and joint ventures.
If we were to make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business and could assume unknown or contingent liabilities. Any future acquisitions we make, could also result in large and immediate write-offs or the incurrence of debt and contingent liabilities, any of which could harm our operating results. Integrating an acquired company also may require management resources that otherwise would be available for ongoing development of our existing business.
Any future indebtedness reduces cash available for distribution and may expose us to the risk of default under debt obligations that we may incur in the future.
Payments of principal and interest on borrowings that we may incur in the future may leave us with insufficient cash resources to operate the business. Our level of debt and the limitations imposed on us by debt agreements could have significant material and adverse consequences, including the following:
| · | Our cash flow may be insufficient to meet our required principal and interest payments; |
| · | We may be unable to borrow additional funds as needed or on favorable terms, or at all; |
| · | We may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness; |
| · | To the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense; |
| · | To the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense; and |
| · | Our default under any loan with cross default provisions could result in a default on other indebtedness. |
If any one of these events were to occur, our financial condition, results of operations, cash flow, and results.our ability to make distributions to our shareholders could be materially and adversely affected.
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Our results of operations are highly susceptible to unfavorable economic conditions.
We are dependent uponexposed to risks associated with weak or uncertain regional or global economic conditions and disruption in the financial markets. The global economy continues to be challenging in some markets. Uncertainty about the strength of the global economy generally, or economic conditions in certain regions or market sectors, and a degree of caution on the part of some marketers, can have an effect on the demand for advertising and marketing communication services. In addition, market conditions can be adversely affected by natural and human disruptions, such as natural disasters, severe weather events, military conflict or public health crises. Our industry can be affected more severely than other sectors by an economic downturn and can recover more slowly than the economy in general. In the past, some clients have responded to weak economic and financial conditions by reducing their marketing budgets, which include discretionary components that are easier to reduce in the short term than other operating expenses. This pattern may recur in the future. Furthermore, unexpected revenue shortfalls can result in misalignments of costs and revenues, resulting in a negative impact to our officers for execution ofoperating margins. If our business plan. The lossis significantly adversely affected by unfavorable economic conditions or other market disruptions that adversely affect client spending, the negative impact on our revenue could pose a challenge to our operating income and cash generation from operations.
We may not be able to meet our performance targets and milestones.
From time to time, we communicate to the public certain targets and milestones for our financial and operating performance that are intended to provide metrics against which to evaluate our performance. They should not be understood as predictions or guidance about our expected performance. Our ability to meet any target or milestone is subject to inherent risks and uncertainties, and we caution investors against placing undue reliance on them.
We have limited personal liability.
Our Articles of anyIncorporation and Bylaws generally provide that the liability of our officers and directors will be eliminated to the fullest extent allowed under law for their acts on behalf of our Company.
It is possible investors may lose their entire investment.
We will be reliant on the proceeds of this offering to expand our operations. We may not be successful in implementing our business strategy or that we will be successful in achieving our objectives. Our prospects for success must be considered in the context of a thinly capitalized company in a highly competitive market. As a result, investors may lose their entire investment.
If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.
Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.
Public company compliance may make it more difficult to attract and retain officers and directors.
The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs in 2023 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers.
Risks Related to Our Market
We may be unable to successfully execute and operate our green hydrogen production projects and such projects may cost more and take longer to complete than we expect.
As part of our vertical integration strategy, we are developing and constructing green hydrogen production facilities at locations across the United States and Canada. Our ability to successfully complete and operate these projects is not guaranteed. These projects will impact our ability to meet and supplement the hydrogen demands for our products and services, for both existing and prospective customers. Our hydrogen production projects are dependent, in part, upon our ability to meet our internal demand for electrolyzers required for such projects. Electrolyzer demand by external customers may concurrently affect our ability to meet the internal electrolyzer demand from our hydrogen production projects. The timing and cost to complete the construction of our hydrogen production projects are subject to a number of factors outside of our control and such projects may take longer and cost more to complete and become operational than we expect.
Furthermore, the viability and competitiveness of our green hydrogen production facilities will depend, in part, upon favorable laws, regulations, and policies related to hydrogen production. Some of these laws, regulations, policies are nascent, and there is no guarantee that they will be favorable to our projects. Additionally, our facilities will be subject to numerous and new permitting, regulations, laws, and policies, many of which might vary by jurisdiction. Hydrogen production facilities are also subject to robust competition from well-established multi-national companies in the energy industry. There is no guarantee that our hydrogen production strategy will be successful, amidst this competitive environment.
We will continue to be dependent on certain third-party key suppliers for components in our products. The failure of a supplier to develop and supply components in a timely manner or at all, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to manufacture our products or could increase our cost of production.
We rely on certain key suppliers for critical components in our products, and there are numerous other components for our products that are sole sourced. If we fail to maintain our relationships with our suppliers or build relationships with new suppliers, or if suppliers are unable to meet our demand, we may be unable to manufacture our products, or our products may be available only at a higher cost or after a delay. In addition, to the extent that our supply partners use technology or manufacturing processes that are proprietary, we may be unable to obtain comparable components from alternative sources. Furthermore, we may become increasingly subject to domestic content sourcing requirements and Buy America preferences, as required under certain United States federal infrastructure funding sources. Domestic content preferences and Buy America requirements potential mandate that we source certain components and materials from within the United States. Conformity with these provisions potentially depends upon our ability to increasingly source components or certain materials from within the United States. An inability to meet these requirements could have a material adverse effect uponon our ability to successfully compete for certain projects or awards utilizing federal funds subject to such mandates.
The failure of a supplier to develop and supply components in a timely manner or at all, or to develop or supply components that meet our quality, quantity and cost requirements, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could impair our ability to manufacture our products or could increase our cost of production. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our products to our customers within required timeframes. Any such delays could result in sales and installation delays, cancellations, penalty payments or loss of revenue and market share, any of which could have a material adverse effect on our business, results of operations, and financial position. We do not maintain “key person” life insurancecondition.
Our products and services face intense competition.
The markets for anyenergy products, including PEM fuel cells, electrolyzers, and hydrogen production are intensely competitive. Some of our officerscompetitors are much larger than we are and may have the manufacturing, marketing and sales capabilities to complete research, development, and commercialization of profitable, commercially viable products more quickly and effectively than we can. There are many companies engaged in all areas of traditional and alternative energy generation in the United States and abroad, including, among others, major electric, oil, chemical, natural gas, battery, generator and specialized electronics firms, as well as universities, research institutions and foreign government-sponsored companies. These firms are engaged in forms of power generation such as advanced battery technologies, generator sets, fast charged technologies and other types of fuel cell technologies. Well established companies might similarly seek to expand into new types of energy products, including PEM fuel cells, electrolyzers, or hydrogen production. Additionally, some competitors may rely on other different competing technologies for fuel cells, electrolyzers, or hydrogen production. We believe our technologies have many advantages. In the near future, we expect the demand for these products – electrolyzers in particular – to largely offset any hypothetical market preference for competing technologies. However, changes in customer preferences, the marketplace, or government policies could favor competing technologies. The primary current value proposition for our fuel cell customers stems from productivity gains in using our solutions. Longer term, given evolving market dynamics and changes in alternative energy tax credits, if we are unable to successfully develop future products that are competitive with competing technologies in terms of price, reliability and longevity, customers may not buy our products. Technological advances in alternative energy products, battery systems or other fuel cell, electrolyzer, or hydrogen technologies may make our products less attractive or render them obsolete.
Risks Related to Financing Our Business
Expenses required to operate as a public company will be implementing a D&O Insurance policy. In January 2010, Mr. Mike Starkie (formerly, the Chief Accounting Officer for BP) joined our company as President and [Acting] Chief Financial Officer. The loss of any of our officers could delay or prevent the achievement ofreduce funds available to develop our business objectives.
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Operating as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with SEC reporting requirements. We anticipate that these costs will be approximately $200,000-$300,000 annually. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our results of operations, cash flow and financial condition.
Our growth depends on external sources of capital, which may not be available on favorable terms or at all. In addition, investors, banks and other financial institutions may be reluctant to enter into any lending or financial transactions with us, because we intend to enter into a mining excavation operation that could have environmental impacts if not managed properly. If any of the source of funding is unavailable to us, our growth may be limited, and our operating profit may be impaired.
We may not be in a position to take advantage of attractive investment opportunities for growth if we are unable, due to global or regional economic uncertainty, changes in the provincial or federal regulatory environment relating to the extraction, processing and distribution of our products or otherwise, to access capital markets on a timely basis and on favorable terms or at all. Because we intend to grow our business, this limitation may require us to raise additional equity or incur debt at a time when it may be disadvantageous to do so.
Our access to capital will depend upon several factors over which we have little or no control, including general market conditions and the market’s perception of our current and potential future earnings. If general economic instability or downturn leads to an inability to obtain capital to finance, the operation could be negatively impacted. In addition, investors, banks and other financial institutions may be reluctant to enter into financing transactions with us, because we intend to operate a mining excavation operation. If this source of funding is unavailable to us, our growth may be limited.
Our ability to raise funding is subject to all the above factors and will also be affected by our future financial position, results of operations and cash flows. All these events would have a material adverse effect on our business, financial performance.
Any future indebtedness reduces cash available for a numberdistribution and may expose us to the risk of reasonsdefault under debt obligations that we may incur in the future.
Payments of principal and interest on borrowings that we may incur in the future may leave us with insufficient cash resources to operate the business. Our level of debt and the limitations imposed on us by debt agreements could have significant material and adverse consequences, including delays in obtaining permits, delays duethe following:
| · | our cash flow may be insufficient to meet our required principal and interest payments; |
| · | we may be unable to borrow additional funds as needed or on favorable terms; |
| · | we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness; |
| · | to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense; |
| · | we may default on our obligations or violate restrictive covenants; in which case the lenders may accelerate these debt obligations; and |
| · | default under any loan with cross default provisions could result in a default on other indebtedness. |
If any one of these events were to weather conditionsoccur, our financial condition, results of operations, cash flow, and other events. Also, any changes in political administrations at each level that result in policy changes towards energy produced from biomass could also cause construction and/or operation delays. If it takes us longer to construct our proposed plants, our ability to generate revenuesmake distributions to our shareholders could be impaired.materially and adversely affected.
Risks Related to Regulation
Applicable state and international laws may prevent us from maximizing our potential income.
Depending on the laws of each particular State, we may not be able to fully realize our potential to generate profit. Furthermore, cities and counties are being given broad discretion to use other carbon capture methodologies. Depending on the laws of international countries and the States, we might not be able to fully realize our potential to generate profit.
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Risks Related to Our Common Stock
Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that investors may have difficulty reselling their shares and may cause the price of the shares to decline.
Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers’ duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent reselling of shares and may cause the price of the shares to decline.
Our stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell your shares.
Until our common stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq, we expect our common stock to remain eligible for quotation on the OTC Markets, or on another over-the-counter quotation system. In those venues, however, the shares of our common stock may trade infrequently and in low volumes, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. An investor may find it difficult to obtain accurate quotations as to the market value of our common stock or to sell his or her shares at or near bid prices or at all. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. This would also make it more difficult for us to raise capital.
There currently is no active public market for our common stock and there can be no assurance that defects in materials and/or workmanshipan active public market will not occur. Such defects could delay the commencement of operations of the plantever develop. Failure to develop or cause us to halt or discontinue the plant’s operation or reduce the intended production capacity. Halting or discontinuing plant operations could delay our ability to generate revenues.
There is currently no active public market for shares of our stockholders to resell their shares.
Our common stock is a pennysubject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock. The Securities and Exchange Commission has adopted
Rule 15g-9 which generally definesunder the Exchange Act establishes the definition of a “penny stock”stock,” for the purposes relevant to beus, as any equity security that has a market price (as defined)of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered byFor any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customersbe purchased.
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In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and “accredited investors.” investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000broker or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer,dealer must also deliver, prior to aany transaction in a penny stock, not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form preparedschedule prescribed by the SEC which provides information about penny stocks and the nature and level of risks inrelating to the penny stock market. The broker-dealer also must providemarket, which, in highlight form: (a) sets forth the customer with current bidbasis on which the broker or dealer made the suitability determination; and offer quotations(b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for the pennyinvestors to dispose of our common stock the compensation of the broker-dealer and its salespersoncause a decline in the transaction and monthly account statements showing the market value of eachour common stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the customer’s account. account and information on the limited market in penny stocks.
Our stock price may be volatile.
The bidmarket price of our common stock is likely to be highly volatile and offer quotations, andcould fluctuate widely in price in response to various factors, many of which are beyond our control, including the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. following:
| · | The continued effects of the COVID-19 pandemic and its variants; | |
| · | The impact of conflict between the Russian Federation and Ukraine on our operations; | |
| · | Geo-political events, such as the crisis in Ukraine, government responses to such events and the related impact on the economy both nationally and internationally; | |
| · | Changes in our industry; | |
| · | Competitive pricing pressures; | |
| · | Our ability to obtain working capital financing; | |
| · | Additions or departures of key personnel; | |
| · | Sales of our common stock; | |
| · | Our ability to execute our business plan; | |
| · | Operating results that fall below expectations; | |
| · | Loss of any strategic relationship; | |
| · | Regulatory developments; and | |
| · | Economic and other external factors. |
In addition, the penny stock rules requiresecurities markets have from time-to-time experienced significant price and volume fluctuations that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreementare unrelated to the transaction.operating performance of particular companies. These disclosure requirementsmarket fluctuations may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules mayalso materially and adversely affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketabilitymarket price of our common stock.
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Offers or availability for sale of a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretationssubstantial number of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA’s requirements make it more difficult for broker-dealers to recommend that their customers buyshares of our common stock may cause the price of our common stock to decline.
If our stockholders sell substantial amounts of our common stock in the public market, including upon the expiration of any statutory holding period under Rule 144, or issued upon the conversion of preferred stock or exercise of warrants, it could create a circumstance commonly referred to as an "overhang" and in anticipation of which may limit yourthe market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to buyraise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.
Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
If our stockholders sell substantial amounts of our stock.
Your percentage of ownership may become diluted if we issue new Common Stock or other securities, including shares that are eligible for exchange.
Our board of directors is authorized, without your approval, to cause us to issue additional Common Stock to raise capital through the issuance of Common Stock (including equity or debt securities convertible into Common Stock), and other rights, on terms and for consideration as our board of directors in its sole discretion may determine. Any such issuance could result in dilution of the equity of our shareholders.
We have sought to identify what we believe to be the most significant risks to our business,many authorized but we cannot predict whether, or to what extent, anyunissued shares of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.
We have a large number of authorized but unissued shares of Common Stock, which our management may issue without further stockholder approval, thereby causing dilution of your holdings of our Common Stock. Our management will continue to have broad discretion to issue shares of our common stock in a range of transactions, including capital-raising transactions, mergers, acquisitions, and other transactions, without obtaining stockholder approval, unless stockholder approval is required. If our management determines to issue shares of our Common Stock from the large pool of authorized but unissued shares for any purpose in the future, your ownership position would be diluted without your further ability to vote on that transaction.
The market valuation of our business may fluctuate due to factors beyond our control and the value of your investment may fluctuate correspondingly.
The market valuation of companies, such as us, frequently fluctuate due to factors unrelated to the past or present operating performance of such companies. Our market valuation may fluctuate significantly in response to a number of factors, many of which are beyond our control, including:
| 1. | Changes in securities analysts’ estimates of our financial performance, although there are currently no analysts covering our stock; |
| 2. | Fluctuations in stock market prices and volumes, particularly among securities of companies such as ours; |
| 3. | Changes in market valuations of similar companies; |
| 4. | Announcements by us or our competitors of significant contracts, new technologies, acquisitions, commercial relationships, joint ventures or capital commitments; |
| 5. | Variations in our quarterly operating results; |
| 6. | Fluctuations in related labor cost; and |
| 7. | Additions or departures of key personnel. |
As a result, the value of your investment in us may fluctuate.
| 19 |
We have never paid dividends on our Common Stock.
We have never paid cash dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. Investors should not look to dividends as a source of income.
In the interest of reinvesting initial profits back into our business, we do not intend to pay cash dividends in the foreseeable future. Consequently, any economic return will initially be derived, if at all, from appreciation in the fair market value of our stock, and not as a result of dividend payments.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES.
We operate out of an approximately 5,000 square foot facility in Murrieta, California and administrative officeswe are located at Bath House, 8 Chapel Place, London, EC2A 3DQ (UK). We lease approximately 800 square feet atestablishing a cost of $2,790 per month. The lease renews automatically on an annual basis. location in Houston, Texas for our Scalable Green Hydrogen Production farms.
We believe that these facilities are adequate for our current needs and that alternate facilities on similar terms would be readily available, if needed.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We know of no material existing orare not currently involved in any pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. Therelitigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are no proceedings ina party or to which any of our directors, officers or affiliates, or any registered or beneficial shareholder,properties is an adverse party or hassubject, which would reasonably be likely to have a material interest adverse toeffect on our interest.
ITEM 4. MINE SAFETY DISCLOSURE.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AN ISSUER PURCHASES OF EQUITY SECURITIES.
Market
Our common stock par value $0.001 per share, is considered penny stock currently trades on the OTC Markets Pink Sheets under the Securities and Exchange Act. We anticipate our common stock will remain a penny stocksymbol HNOI.
The table below sets forth for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sellperiods indicated the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
| Fiscal Year Ended October 31, 2023: | High | Low | ||||||
| First Quarter | $ | 1.82 | $ | 1.03 | ||||
| Second Quarter | $ | 2.27 | $ | 1.21 | ||||
| Third Quarter | $ | 15.00 | $ | 1.05 | ||||
| Fourth Quarter | $ | 1.378 | $ | 1.01 | ||||
| Fiscal Year Ended October 31, 2022: | High | Low | ||||||
| First Quarter | $ | 5.27 | $ | 4.50 | ||||
| Second Quarter | $ | 5.00 | $ | 5.00 | ||||
| Third Quarter | $ | 5.00 | $ | 5.00 | ||||
| Fourth Quarter | $ | 5.00 | $ | 1.82 | ||||
| 20 |
| Quarter Ended | High | Low | ||||||
| October 31, 2009 | $ | 1.40 | $ | 0.71 | ||||
| July 31, 2009 | n/a | n/a | ||||||
| April 30, 2009 | n/a | n/a | ||||||
| January 31, 2009 | n/a | n/a | ||||||
| October 31, 2008 | n/a | n/a | ||||||
| July 31, 2008 | n/a | n/a | ||||||
| April 30, 2008 | n/a | n/a | ||||||
| January 31, 2008 | n/a | n/a | ||||||
Holders of Our Common Stock
As of January 29, 2024, there were approximately 724 stockholders of record. Because shares of our Common Stock are held by depositaries, brokers and other nominees, the number of beneficial holders of our shares is substantially larger than the number of stockholders of record.
Dividends
We have not declared or paid dividends on shares of our common stock are issued in registered form. Holladay Stock Transfer Inc., 2939 N. 67th Street, Scottsdale, AZ 85251 (Telephone: (480) 481-3940; Facsimile: (480) 481-3941) is the registrar and transfer agent for our common sock.
Transfer Agent
The following sets forth certain information concerning securities which were sold or issued by us within the past three years without the registration of the securities under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on exemptions from such registration requirementstransfer agent and were not previously disclosed by us in our prior Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.
Securities Authorized for this consultant entering into a consulting agreement with our company, which shares we have valued, for accounting purposes, at $10,000 We believe thatIssuance under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
The following table includes all unregistered sales of securities made by us during the issuance of such 12,500 shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), by reason of the exemption from registration granted under Section 4(2) of the Securities Act due to the fact that the issuance of the shares was conducted in a transaction not involving any public offering
| Date | Name | Consideration | Securities | Exemption from Registration |
| 12/22/22 | Donald Owens | Cash | 20,000,000 | Rule 506 (b) of Regulation D |
| 12/26/22 | HNO Green Fuels | Debt Extinguishment | 20,000,000 | Section 4(a)(2) |
| 12/30/22 | Donald Owens | Cash | 80,000,000 | Rule 506 (b) of Regulation D |
| 1/11/23 | Hossein Haririnia | Cash | 2,000,000 | Rule 506 (b) of Regulation D |
| 1/13/23 | Donald Owens | Cash | 75,000,000 | Rule 506 (b) of Regulation D |
| 1/17/23 | William Parker | Cash | 5,000,000 | Rule 506 (b) of Regulation D |
| 1/2/23 | Jasmine Louis | Services | 500,000 | Section 4(a)(2) |
| 1/2/23 | Greg Heller | Services | 250,000 | Section 4(a)(2) |
| 1/2/23 | Paul Mueller | Services | 250,000 | Section 4(a)(2) |
| 1/2/23 | Hossein Haririnia | Services | 250,000 | Section 4(a)(2) |
| 1/2/23 | William Parker | Services | 100,000 | Section 4(a)(2) |
| 1/2/23 | Kristina Mabry | Services | 75,000 | Section 4(a)(2) |
| 1/2/23 | Brian Hill | Services | 250,000 | Section 4(a)(2) |
| 1/2/23 | Malachi Smith | Services | 75,000 | Section 4(a)(2) |
| 1/2/23 | Saad Hasan | Services | 75,000 | Section 4(a)(2) |
| 1/2/23 | Alison Bedwell | Services | 75,000 | Section 4(a)(2) |
| 1/2/23 | Misty Pommier | Services | 75,000 | Section 4(a)(2) |
| 1/2/23 | Fernando Godinez | Services | 25,000 | Section 4(a)(2) |
| 1/2/23 | Gio Alpuente | Services | 25,000 | Section 4(a)(2) |
| 1/24/23 | Donald Owens | Patent Purchase Agreement | 5,000,000 shares of Series A Preferred | Rule 506 (b) of Regulation D |
| 1/31/23 | Donald Owens | Cash | 100,000,000 | Rule 506 (b) of Regulation D |
| 21 |
| 6/9/23 | Hossein Haririnia | Cash | 8,000,000 | Rule 506 (b) of Regulation D |
| 5/20/23 | Raquel A Williams | Cash | 1,000 | Regulation A |
| 5/22/23 | Thornal Adams | Cash | 1,000 | Regulation A |
| 5/17/23 | Carl M Agard | Cash | 1,000 | Regulation A |
| 5/18/23 | Angeline M Alexander | Cash | 5,000 | Regulation A |
| 5/20/23 | Wesley Clifford Allen | Cash | 2,000 | Regulation A |
| 5/16/23 | Berthe S. Alleyne | Cash | 2,000 | Regulation A |
| 5/18/23 | Aaron Anthony Alli | Cash | 1,000 | Regulation A |
| 5/16/23 | Phyllis Ann Alston | Cash | 250 | Regulation A |
| 5/22/23 | Juliette Alston | Cash | 1,000 | Regulation A |
| 5/29/23 | Vernell Alston | Cash | 1,000 | Regulation A |
| 5/28/23 | Jasmine Alvarez | Cash | 1,000 | Regulation A |
| 5/16/23 | Christopher Anderson | Cash | 500 | Regulation A |
| 5/22/23 | Treddis D. Anderson | Cash | 1,000 | Regulation A |
| 5/23/23 | Treddis D. Anderson, Jr. | Cash | 1,000 | Regulation A |
| 5/16/23 | Jerome Armstead Armstead | Cash | 2,000 | Regulation A |
| 5/22/23 | Ashley Chantal Armstead | Cash | 1,000 | Regulation A |
| 5/18/23 | Jerome Armstead | Cash | 3,000 | Regulation A |
| 5/20/23 | Kitambra Mcshay Baker | Cash | 1,000 | Regulation A |
| 5/26/23 | Deniece Carolyn Baker | Cash | 1,000 | Regulation A |
| 5/23/23 | Darius Barnes | Cash | 1,000 | Regulation A |
| 5/23/23 | Heather Ingrid Beckno | Cash | 1,000 | Regulation A |
| 5/22/23 | Taylor Alonzo Belden | Cash | 1,000 | Regulation A |
| 5/18/23 | Lenore P. Bell | Cash | 1,500 | Regulation A |
| 5/24/23 | Broderick Dennis Bellow | Cash | 1,000 | Regulation A |
| 5/18/23 | Joel Benjamin | Cash | 2,000 | Regulation A |
| 5/16/23 | Joel Benjamin | Cash | 300 | Regulation A |
| 5/17/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 5/16/23 | Jennifer J. Berry | Cash | 500 | Regulation A |
| 5/25/23 | Michael J. Bishop | Cash | 5,600 | Regulation A |
| 5/16/23 | Danny Ray Bouie | Cash | 250 | Regulation A |
| 5/23/23 | Danny Ray Bouie | Cash | 1,000 | Regulation A |
| 5/22/23 | Philip Bowman | Cash | 10,000 | Regulation A |
| 5/17/23 | Lashaunda S. Bradley | Cash | 250 | Regulation A |
| 5/31/23 | Willie Bradshaw | Cash | 10,000 | Regulation A |
| 5/17/23 | Monica Marie Brewer | Cash | 1,000 | Regulation A |
| 5/16/23 | Willie Cal Brown | Cash | 250 | Regulation A |
| 5/24/23 | Keith Burleigh | Cash | 1,000 | Regulation A |
| 5/20/23 | Brian Paul Burrage | Cash | 1,000 | Regulation A |
| 5/16/23 | Brian Byrd | Cash | 250 | Regulation A |
| 5/22/23 | Greg Byrd Entertainment LLC c/o Gregory S Byrd | Cash | 1,000 | Regulation A |
| 5/23/23 | Sharon Hardy Caddle | Cash | 2,000 | Regulation A |
| 5/26/23 | Sharon Hardy Caddle | Cash | 1,800 | Regulation A |
| 5/31/23 | Sharon Hardy Caddle | Cash | 1,200 | Regulation A |
| 5/18/23 | Julio Cesar Campos | Cash | 5,000 | Regulation A |
| 5/16/23 | Alfred Eugene Carroll | Cash | 250 | Regulation A |
| 5/18/23 | Annette Chase | Cash | 1,000 | Regulation A |
| 22 |
| 5/25/23 | Eldridge Louis Chism, Jr. | Cash | 1,000 | Regulation A |
| 5/24/23 | Carlise T. Choate | Cash | 1,000 | Regulation A |
| 5/18/23 | Chukwudi Nwokedi Chukwuelue | Cash | 1,000 | Regulation A |
| 5/17/23 | Judith Christine Clarke | Cash | 1,000 | Regulation A |
| 5/20/23 | Zinger Clausell Holley | Cash | 1,000 | Regulation A |
| 5/29/23 | Chalina Y. Clemons | Cash | 10,000 | Regulation A |
| 5/23/23 | Tina Maria Clonts | Cash | 2,000 | Regulation A |
| 5/31/23 | Anita J. Clonts | Cash | 2,000 | Regulation A |
| 5/23/23 | Anita Clonts | Cash | 1,200 | Regulation A |
| 5/31/23 | Lorna N. Cole | Cash | 10,000 | Regulation A |
| 5/16/23 | Simone Turia Coleman | Cash | 5,000 | Regulation A |
| 5/16/23 | Simone Turia Coleman | Cash | 5,000 | Regulation A |
| 5/16/23 | Joe Richard Condrey | Cash | 5,000 | Regulation A |
| 5/16/23 | Arthur Lee Conway | Cash | 500 | Regulation A |
| 5/20/23 | Keith Ryan Cortesini | Cash | 1,000 | Regulation A |
| 5/16/23 | Samuel Austin Cutler | Cash | 25,000 | Regulation A |
| 5/17/23 | Samuel Austin Cutler | Cash | 74,999 | Regulation A |
| 5/22/23 | Samuel Austin Cutler | Cash | 10,001 | Regulation A |
| 5/16/23 | Tammy M. Davis | Cash | 5,000 | Regulation A |
| 5/16/23 | Nicola Natoya Davis | Cash | 250 | Regulation A |
| 5/23/23 | Nicola Natoya Davis | Cash | 1,000 | Regulation A |
| 5/24/23 | Marcus Hampton Davis | Cash | 2,000 | Regulation A |
| 5/24/23 | Lesa Deed-ross | Cash | 1,500 | Regulation A |
| 5/20/23 | Shamar Delsol | Cash | 1,000 | Regulation A |
| 5/17/23 | Dawn Monique Devega | Cash | 1,000 | Regulation A |
| 6/1/23 | Rhonda E. Dunlap | Cash | 1,000 | Regulation A |
| 5/17/23 | Charmaine Easley | Cash | 1,000 | Regulation A |
| 5/16/23 | Edward Ederaine | Cash | 450 | Regulation A |
| 5/22/23 | Edward Ederaine | Cash | 1,000 | Regulation A |
| 5/30/23 | Edward Ederaine | Cash | 1,000 | Regulation A |
| 5/24/23 | Adam David Eidson | Cash | 10,000 | Regulation A |
| 5/17/23 | Armando Ernesto Ellis | Cash | 20,000 | Regulation A |
| 5/19/23 | Aj Ellis | Cash | 1,500 | Regulation A |
| 5/18/23 | Daniel Louis Erber | Cash | 1,000 | Regulation A |
| 5/16/23 | Joni V. Evans | Cash | 5,000 | Regulation A |
| 5/18/23 | John Earl Fann | Cash | 1,000 | Regulation A |
| 5/24/23 | Quenton Farr | Cash | 2,000 | Regulation A |
| 5/18/23 | Anaise Margarlis Ferguson | Cash | 4,000 | Regulation A |
| 5/17/23 | Brian Fifer | Cash | 1,000 | Regulation A |
| 5/24/23 | Jerry Robin Finin | Cash | 1,100 | Regulation A |
| 5/26/23 | Nancy Flemming | Cash | 1,000 | Regulation A |
| 5/23/23 | Jane Vinoya Flores | Cash | 1,000 | Regulation A |
| 5/22/23 | Kachan A. Forbes | Cash | 1,000 | Regulation A |
| 5/20/23 | Dwight Mcneal Ford | Cash | 1,000 | Regulation A |
| 5/23/23 | Dwight Mcneal Ford | Cash | 2,000 | Regulation A |
| 5/18/23 | Faytesha Maureen Gay | Cash | 10,000 | Regulation A |
| 5/17/23 | Charles Allen Gibson | Cash | 10,000 | Regulation A |
| 5/16/23 | Tyrell J. Gibson | Cash | 250 | Regulation A |
| 5/21/23 | Deric Adolphus Gilliard | Cash | 1,000 | Regulation A |
| 5/17/23 | Thad Gittens | Cash | 1,000 | Regulation A |
| 23 |
| 5/21/23 | Thad Michael Gittens | Cash | 1,500 | Regulation A |
| 5/21/23 | Thad Michael Gittens | Cash | 1,000 | Regulation A |
| 5/21/23 | Thad Michael Gittens | Cash | 1,500 | Regulation A |
| 5/22/23 | Thad Michael Gittens | Cash | 1,000 | Regulation A |
| 5/16/23 | Kenneth M. Givens Jr | Cash | 300 | Regulation A |
| 5/22/23 | Ramanathan Gnanadesikan | Cash | 10,000 | Regulation A |
| 5/16/23 | Parrish Leshown Godchild | Cash | 500 | Regulation A |
| 5/17/23 | Raymos A. Gonzales | Cash | 1,000 | Regulation A |
| 5/29/23 | Diamond Mercedes Goodson | Cash | 1,000 | Regulation A |
| 5/19/23 | Marcus Gravely | Cash | 1,000 | Regulation A |
| 5/16/23 | Michael Allen Gravely Jr | Cash | 250 | Regulation A |
| 5/23/23 | Kevin Eric Green | Cash | 1,999 | Regulation A |
| 5/16/23 | Tawana Nichole Greene | Cash | 250 | Regulation A |
| 5/20/23 | Sunita Usha Lianti Greenfield | Cash | 1,000 | Regulation A |
| 5/16/23 | Jalon Spencer Griffin | Cash | 250 | Regulation A |
| 5/30/23 | Spencer Griffin III | Cash | 1,500 | Regulation A |
| 5/17/23 | Dwight Hall | Cash | 2,000 | Regulation A |
| 5/23/23 | Absalom Jovelle Hall | Cash | 5,000 | Regulation A |
| 5/24/23 | Takiyaj Hall | Cash | 1,000 | Regulation A |
| 5/25/23 | Bettina A. Hall | Cash | 4,000 | Regulation A |
| 5/16/23 | Willie Louis Hardy | Cash | 250 | Regulation A |
| 5/17/23 | Ellenar Harper | Cash | 1,000 | Regulation A |
| 5/22/23 | Steven Harper | Cash | 1,000 | Regulation A |
| 5/25/23 | Steven Harper | Cash | 2,000 | Regulation A |
| 5/16/23 | La Tonya Harris | Cash | 1,000 | Regulation A |
| 5/22/23 | Christopher Harris | Cash | 1,000 | Regulation A |
| 6/1/23 | Melinda W. Harris | Cash | 1,000 | Regulation A |
| 5/16/23 | Menarda Meshea Hayes | Cash | 250 | Regulation A |
| 5/16/23 | Bryant Keith Hayes | Cash | 250 | Regulation A |
| 5/16/23 | Daryl Rydell Hayes | Cash | 1,000 | Regulation A |
| 5/16/23 | Menarda Meshea Hayes | Cash | 250 | Regulation A |
| 5/20/23 | William Mckinzie Haymon | Cash | 1,000 | Regulation A |
| 5/16/23 | Johnell Haynes | Cash | 250 | Regulation A |
| 5/19/23 | Kenneth Lee Heflin | Cash | 1,010 | Regulation A |
| 5/17/23 | Terry Vaughn Hemphill | Cash | 1,000 | Regulation A |
| 5/17/23 | Marshonda L. Henderson | Cash | 1,250 | Regulation A |
| 5/20/23 | Marlow B. Hicks | Cash | 2,000 | Regulation A |
| 5/21/23 | Ryan Douglas High | Cash | 3,000 | Regulation A |
| 5/20/23 | Yvonne Angela Hobson | Cash | 1,000 | Regulation A |
| 5/20/23 | Danny Holley | Cash | 1,000 | Regulation A |
| 5/18/23 | Darnell Howard | Cash | 1,000 | Regulation A |
| 5/16/23 | Natarsha Humphries | Cash | 1,000 | Regulation A |
| 5/16/23 | Vincent Idemyor | Cash | 250 | Regulation A |
| 5/30/23 | Vincent Idemyor | Cash | 1,000 | Regulation A |
| 5/17/23 | Demetrius James Ingram | Cash | 5,000 | Regulation A |
| 5/16/23 | Jamin Israel | Cash | 250 | Regulation A |
| 24 |
| 5/17/23 | Ubong E. Ituen | Cash | 2,000 | Regulation A |
| 5/16/23 | Eno Leonard Ituen | Cash | 1,000 | Regulation A |
| 5/17/23 | Samuel Lee Jackson | Cash | 1,500 | Regulation A |
| 5/22/23 | Akwasi Jackson | Cash | 2,000 | Regulation A |
| 5/23/23 | Marta Jill Jaenke | Cash | 2,000 | Regulation A |
| 5/23/23 | Melford James | Cash | 1,000 | Regulation A |
| 5/20/23 | Clarence Jefferson | Cash | 1,000 | Regulation A |
| 5/17/23 | Michelle D. Jenkins | Cash | 10,000 | Regulation A |
| 5/16/23 | Marvin Lee Johnson | Cash | 300 | Regulation A |
| 5/18/23 | Ausey Johnson | Cash | 1,000 | Regulation A |
| 5/16/23 | Roscoe Johnson | Cash | 1,000 | Regulation A |
| 5/23/23 | Roscoe Johnson | Cash | 15,000 | Regulation A |
| 5/26/23 | Roscoe Johnson | Cash | 5,000 | Regulation A |
| 5/30/23 | Jacquita Sheneal Johnson House | Cash | 1,000 | Regulation A |
| 5/16/23 | Sheilah Jones | Cash | 600 | Regulation A |
| 5/18/23 | Gerhard Klusmann | Cash | 1,000 | Regulation A |
| 5/23/23 | Paul Mark Kobylarz | Cash | 10,000 | Regulation A |
| 5/22/23 | Paula Lacount | Cash | 1,000 | Regulation A |
| 5/18/23 | Lamarr K. Lark | Cash | 5,000 | Regulation A |
| 5/16/23 | Antwon Eugene Lark | Cash | 5,000 | Regulation A |
| 5/22/23 | Brenda Elaine Lark | Cash | 1,000 | Regulation A |
| 5/25/23 | Karen Evon Latson | Cash | 6,200 | Regulation A |
| 6/1/23 | Constance Jean Leon | Cash | 10,000 | Regulation A |
| 5/16/23 | Dameon Levi | Cash | 2,500 | Regulation A |
| 5/16/23 | Eric T. Lewis | Cash | 250 | Regulation A |
| 5/20/23 | Gail Frances Lewis | Cash | 2,000 | Regulation A |
| 5/30/23 | Verneil Lewis | Cash | 1,500 | Regulation A |
| 5/16/23 | Eric Keith Lewis | Cash | 1,000 | Regulation A |
| 5/18/23 | Jean Ann Lewis | Cash | 1,000 | Regulation A |
| 5/31/23 | James Alexander Lewis | Cash | 1,000 | Regulation A |
| 5/23/23 | Yi Li | Cash | 1,000 | Regulation A |
| 5/17/23 | Shannon D. Long | Cash | 1,000 | Regulation A |
| 5/17/23 | Samuel Gabriel Long | Cash | 1,000 | Regulation A |
| 5/24/23 | Omasan Macarthy | Cash | 2,000 | Regulation A |
| 5/20/23 | Ricardo Maderas | Cash | 1,000 | Regulation A |
| 5/18/23 | Nicole P. Marsh | Cash | 1,000 | Regulation A |
| 5/26/23 | Ashlee Ladonis Martin | Cash | 1,000 | Regulation A |
| 5/23/23 | Edgar R. Martinez | Cash | 5,000 | Regulation A |
| 5/20/23 | Michael Bernard Mason | Cash | 2,000 | Regulation A |
| 5/17/23 | Tynnetta Mcbeth | Cash | 2,000 | Regulation A |
| 5/16/23 | Ariel Benkadmiel Mccullough | Cash | 250 | Regulation A |
| 5/16/23 | Harrison Mcdaniel | Cash | 500 | Regulation A |
| 5/20/23 | Anthony J. Mineo | Cash | 1,000 | Regulation A |
| 5/16/23 | Orlene Rebecca Mitchell | Cash | 1,000 | Regulation A |
| 5/17/23 | Kathleen Mitchell | Cash | 1,000 | Regulation A |
| 5/23/23 | Orlene Rebecca Mitchell | Cash | 1,500 | Regulation A |
| 5/20/23 | Jarodrick Mixon | Cash | 1,000 | Regulation A |
| 5/24/23 | Julien Mondesir | Cash | 1,000 | Regulation A |
| 5/25/23 | Randy Andrell Moore | Cash | 1,500 | Regulation A |
| 25 |
| 5/22/23 | David Christopher Morehead | Cash | 2,000 | Regulation A |
| 5/20/23 | Kerry Morgan | Cash | 1,000 | Regulation A |
| 5/27/23 | Stephanie Morris | Cash | 2,000 | Regulation A |
| 5/16/23 | Daniella Muhyee | Cash | 1,000 | Regulation A |
| 5/21/23 | Daniella Muhyee | Cash | 2,000 | Regulation A |
| 5/17/23 | Rashad Abdul Muhyee | Cash | 1,000 | Regulation A |
| 5/26/23 | Chloe Neff | Cash | 1,000 | Regulation A |
| 5/21/23 | Shereka Norfleet | Cash | 1,000 | Regulation A |
| 5/25/23 | Yong Mi Norfleet | Cash | 3,000 | Regulation A |
| 5/17/23 | Brian Norwood | Cash | 1,000 | Regulation A |
| 5/26/23 | Brian Norwood | Cash | 1,500 | Regulation A |
| 5/28/23 | Delories Ann Nunnery | Cash | 1,000 | Regulation A |
| 5/30/23 | Nicole Denise O'keefe | Cash | 2,500 | Regulation A |
| 5/18/23 | Luke James O'toole | Cash | 1,500 | Regulation A |
| 5/18/23 | Security Solutions Int'l LLC c/o Luke James O'toole | Cash | 1,000 | Regulation A |
| 5/28/23 | Charlotte Monique Oakman | Cash | 1,000 | Regulation A |
| 5/20/23 | Bridgitt Evelyn Ocloo-bonsu | Cash | 1,000 | Regulation A |
| 5/28/23 | Jermaine Kwabena Ofosu-anim | Cash | 10,000 | Regulation A |
| 5/16/23 | Daniel Parker | Cash | 250 | Regulation A |
| 5/26/23 | Michael Patterson | Cash | 1,000 | Regulation A |
| 5/27/23 | Gail Paty | Cash | 1,600 | Regulation A |
| 5/24/23 | Edwin Etiene Perez Hernandez | Cash | 5,000 | Regulation A |
| 5/16/23 | Latoya Patrice Perry | Cash | 1,000 | Regulation A |
| 5/19/23 | Angela Perryman | Cash | 1,000 | Regulation A |
| 5/16/23 | John B. Pierpont | Cash | 2,000 | Regulation A |
| 5/16/23 | Joseann Laurraine Plunkett | Cash | 1,000 | Regulation A |
| 5/24/23 | Joseann Laurraine Plunkett | Cash | 1,500 | Regulation A |
| 5/16/23 | Austin J. Pope | Cash | 250 | Regulation A |
| 5/23/23 | Alton Pounall | Cash | 1,000 | Regulation A |
| 5/20/23 | Annie Priester | Cash | 1,000 | Regulation A |
| 5/16/23 | Tywan D. Purnell | Cash | 1,000 | Regulation A |
| 5/16/23 | Tarsha Monique Purnell | Cash | 500 | Regulation A |
| 5/23/23 | Tywan Donta Purnell | Cash | 30,000 | Regulation A |
| 5/31/23 | Tywan Donta Purnell | Cash | 19,000 | Regulation A |
| 5/19/23 | Humphrey O. Quao | Cash | 1,000 | Regulation A |
| 5/26/23 | Riley Quintanilla | Cash | 1,000 | Regulation A |
| 5/18/23 | James Alexander Randle | Cash | 1,000 | Regulation A |
| 5/19/23 | Diana M. Randolph | Cash | 1,000 | Regulation A |
| 5/28/23 | Carlo Rhodes | Cash | 1,000 | Regulation A |
| 5/30/23 | Anita M. Rhodes | Cash | 2,500 | Regulation A |
| 5/24/23 | Nancy Ann Rieger | Cash | 1,500 | Regulation A |
| 5/27/23 | Patricia Ann Robinson | Cash | 1,000 | Regulation A |
| 5/31/23 | Erma Robinson | Cash | 2,000 | Regulation A |
| 5/27/23 | Armeta Jacks Ross | Cash | 1,000 | Regulation A |
| 26 |
| 5/16/23 | Kevin Crisando Ruskin | Cash | 1,000 | Regulation A |
| 5/25/23 | Dharunkumar Sadasivam | Cash | 2,000 | Regulation A |
| 5/25/23 | Dharunkumar Sadasivam | Cash | 2,000 | Regulation A |
| 5/26/23 | Dharunkumar Sadasivam | Cash | 1,000 | Regulation A |
| 5/16/23 | Khafrakhafre Raha Sakhara | Cash | 500 | Regulation A |
| 5/20/23 | Janice VernidaSanderlin | Cash | 1,000 | Regulation A |
| 5/24/23 | Demetrius Verone Scott | Cash | 2,500 | Regulation A |
| 5/24/23 | Demetrius Verone Scott | Cash | 2,500 | Regulation A |
| 5/16/23 | Olakunde Sentwali | Cash | 500 | Regulation A |
| 5/19/23 | Marvin Antoine Sewell | Cash | 1,000 | Regulation A |
| 5/18/23 | Debra A .Shannon | Cash | 1,000 | Regulation A |
| 5/18/23 | Oscar Shepherd | Cash | 7,000 | Regulation A |
| 5/16/23 | Keith Nathaniel Singletary | Cash | 500 | Regulation A |
| 5/16/23 | Keith Nathaniel Singletary | Cash | 300 | Regulation A |
| 5/16/23 | Donte Small | Cash | 1,000 | Regulation A |
| 5/23/23 | Johnny Smith | Cash | 15,000 | Regulation A |
| 5/16/23 | Monica J. Smith | Cash | 250 | Regulation A |
| 5/17/23 | Maurice Anthony Smith | Cash | 2,000 | Regulation A |
| 5/19/23 | Johnny Smith | Cash | 1,000 | Regulation A |
| 5/20/23 | Felicia Annette Elizabeth Smith | Cash | 1,000 | Regulation A |
| 5/25/23 | Johnny Smith | Cash | 1,100 | Regulation A |
| 5/25/23 | Glenn Wendall Soriano | Cash | 1,000 | Regulation A |
| 5/22/23 | Theodore O. Spaulding | Cash | 3,000 | Regulation A |
| 5/20/23 | Ellie Stewart, Trustee | Cash | 2,500 | Regulation A |
| 5/27/23 | Michelle N. Taylor | Cash | 1,000 | Regulation A |
| 5/17/23 | Travis N. Tennant | Cash | 10,000 | Regulation A |
| 5/22/23 | James R. Thomas | Cash | 2,000 | Regulation A |
| 5/22/23 | Leland Wayne Thomas | Cash | 1,000 | Regulation A |
| 5/30/23 | Angel Martin Torres | Cash | 1,010 | Regulation A |
| 5/25/23 | Ivory Traynham | Cash | 3,000 | Regulation A |
| 5/17/23 | Kelly R. Tucker | Cash | 1,000 | Regulation A |
| 5/18/23 | Donald J. Turner | Cash | 1,000 | Regulation A |
| 5/16/23 | Dexter Devone Turner | Cash | 1,000 | Regulation A |
| 5/21/23 | John Ruben Vann | Cash | 1,000 | Regulation A |
| 5/22/23 | John Ruben Vann | Cash | 1,000 | Regulation A |
| 5/21/23 | Ray Vaughn | Cash | 5,000 | Regulation A |
| 5/26/23 | Sivaprakasam Venkatachalam | Cash | 10,000 | Regulation A |
| 5/24/23 | Milton Vickers | Cash | 1,000 | Regulation A |
| 5/17/23 | Kareem Virgo | Cash | 1,000 | Regulation A |
| 5/16/23 | Peter M. Wachira | Cash | 250 | Regulation A |
| 5/16/23 | Marva Angela Wade | Cash | 1,500 | Regulation A |
| 5/18/23 | William Franklyn Wainwright | Cash | 1,000 | Regulation A |
| 5/26/23 | Braylon Wade Walker | Cash | 3,000 | Regulation A |
| 5/18/23 | Levoda Jean Walker | Cash | 12,000 | Regulation A |
| 27 |
| 5/31/23 | Emmett Lee Walker | Cash | 1,000 | Regulation A |
| 5/26/23 | Bracy Wardell Walker Jr. | Cash | 3,000 | Regulation A |
| 5/16/23 | Verneilia A. Wanza | Cash | 250 | Regulation A |
| 5/22/23 | Lloyd G. Warren | Cash | 20,000 | Regulation A |
| 5/30/23 | Dereke Earle Watkins | Cash | 1,000 | Regulation A |
| 5/18/23 | Joshua Jamal Watson | Cash | 1,000 | Regulation A |
| 5/18/23 | Michael Anthony Watson | Cash | 1,000 | Regulation A |
| 6/1/23 | Michael Anthony Watson | Cash | 1,000 | Regulation A |
| 5/19/23 | Donald Henry Wedlock | Cash | 1,000 | Regulation A |
| 5/24/23 | Carey O'neal Welch | Cash | 1,000 | Regulation A |
| 5/17/23 | Vernon Windell Whitaker | Cash | 2,000 | Regulation A |
| 5/31/23 | Vernon Windell Whitaker | Cash | 1,000 | Regulation A |
| 5/16/23 | Zamounte Ranauld Whitted | Cash | 3,000 | Regulation A |
| 5/16/23 | Derrick Roosevelt Wiggins Jr | Cash | 1,000 | Regulation A |
| 5/22/23 | Charles Scott Williams | Cash | 1,000 | Regulation A |
| 5/19/23 | Linda Williams | Cash | 1,000 | Regulation A |
| 5/26/23 | Sharen Willis | Cash | 1,250 | Regulation A |
| 5/18/23 | Najuma Willis | Cash | 2,000 | Regulation A |
| 5/29/23 | Erika Willis | Cash | 1,000 | Regulation A |
| 5/16/23 | Wilson Willmott | Cash | 250 | Regulation A |
| 5/23/23 | Darryl Christopher Wood | Cash | 1,000 | Regulation A |
| 5/25/23 | John Mark Woodard | Cash | 1,000 | Regulation A |
| 5/31/23 | Jordan Michael Woods | Cash | 10,000 | Regulation A |
| 6/1/23 | Jordan Michael Woods | Cash | 2,000 | Regulation A |
| 5/17/23 | Cheryl S. Wright | Cash | 500 | Regulation A |
| 5/25/23 | Fredricka Yancy | Cash | 1,000 | Regulation A |
| 5/16/23 | Nicholas Jason Yeagley | Cash | 4,500 | Regulation A |
| 5/24/23 | Bevan Elton Yhun | Cash | 2,000 | Regulation A |
| 5/16/23 | Thelma Loretta Young | Cash | 10,000 | Regulation A |
| 5/16/23 | Clovis Maria Young | Cash | 250 | Regulation A |
| 5/16/23 | Reginald C. Young | Cash | 250 | Regulation A |
| 6/3/23 | Zawadi Abdi | Cash | 1,000 | Regulation A |
| 6/5/23 | Zane Deshaun Adams | Cash | 1,000 | Regulation A |
| 6/11/23 | Zane Adams | Cash | 1,000 | Regulation A |
| 5/26/23 | Lalit K. Aggarwal | Cash | 1,000 | Regulation A |
| 6/1/23 | James Alston | Cash | 1,000 | Regulation A |
| 6/5/23 | Juliette Suggs Alston | Cash | 1,000 | Regulation A |
| 6/5/23 | Billy Arp Jr. | Cash | 1,000 | Regulation A |
| 5/22/23 | Phyllis Atkinson | Cash | 1,000 | Regulation A |
| 6/4/23 | Tony Ayoso | Cash | 1,000 | Regulation A |
| 6/12/23 | Shelley Baity | Cash | 1,000 | Regulation A |
| 6/12/23 | Shelley Baity | Cash | 1,000 | Regulation A |
| 6/12/23 | Mary Carla Baity | Cash | 1,000 | Regulation A |
| 6/5/23 | Nathaniel Alexander Barnes | Cash | 1,000 | Regulation A |
| 6/6/23 | Cheryl Anne Bassard | Cash | 1,000 | Regulation A |
| 6/5/23 | Tobias Beals | Cash | 4,000 | Regulation A |
| 28 |
| 6/5/23 | Tracey Bell | Cash | 1,500 | Regulation A |
| 6/14/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 6/9/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 6/10/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 5/17/23 | Antoinette Almeda Benton | Cash | 1,000 | Regulation A |
| 6/16/23 | Ashley Celeste Bradshaw | Cash | 10,000 | Regulation A |
| 5/29/23 | Debora Brown | Cash | 1,000 | Regulation A |
| 6/3/23 | Debora Brown | Cash | 1,000 | Regulation A |
| 6/6/23 | Kathy Burton-bell | Cash | 5,000 | Regulation A |
| 6/13/23 | Kathy Burton-bell | Cash | 2,000 | Regulation A |
| 6/6/23 | Annie Bush | Cash | 1,000 | Regulation A |
| 6/6/23 | Melanie Regina Cager | Cash | 5,000 | Regulation A |
| 6/9/23 | Lakia Cager | Cash | 1,100 | Regulation A |
| 6/6/23 | Alfred Eugene Carroll | Cash | 5,000 | Regulation A |
| 6/6/23 | Jerrell Carter | Cash | 1,000 | Regulation A |
| 6/9/23 | Wilketa T. Cherry | Cash | 1,000 | Regulation A |
| 6/2/23 | Nina Diann Christian | Cash | 2,000 | Regulation A |
| 6/6/23 | Camelle N. Christie | Cash | 1,000 | Regulation A |
| 5/20/23 | Audrey G. Clarke | Cash | 1,000 | Regulation A |
| 6/4/23 | Jaysen Anthony Coffil | Cash | 3,000 | Regulation A |
| 6/12/23 | Vincent Leonard Conklin | Cash | 1,000 | Regulation A |
| 6/11/23 | Mary B. Conover | Cash | 1,000 | Regulation A |
| 6/5/23 | Arthur Lee Conway | Cash | 1,000 | Regulation A |
| 5/16/23 | Marlon G. Cook | Cash | 300 | Regulation A |
| 6/5/23 | Melvon Abdul Cost | Cash | 1,000 | Regulation A |
| 6/2/23 | Irene Crenshaw | Cash | 2,000 | Regulation A |
| 6/6/23 | Samuel Austin Cutler | Cash | 2,500 | Regulation A |
| 5/30/23 | Dwayne L. Demby | Cash | 1,000 | Regulation A |
| 5/23/23 | James Thomas Demby Jr. | Cash | 1,000 | Regulation A |
| 6/5/23 | Thomas Franklin Dennis | Cash | 2,000 | Regulation A |
| 6/9/23 | Tanya Renee Diggs | Cash | 1,000 | Regulation A |
| 6/5/23 | Daniel Louis Erber | Cash | 1,000 | Regulation A |
| 6/5/23 | Jaylene Angela Flores | Cash | 1,000 | Regulation A |
| 6/14/23 | Keith Forde | Cash | 3,000 | Regulation A |
| 6/7/23 | Caesar Heggner Gary | Cash | 1,700 | Regulation A |
| 6/5/23 | Demetry Daniel Geddie | Cash | 1,100 | Regulation A |
| 5/30/23 | Deric Adolphus Gilliard | Cash | 1,000 | Regulation A |
| 6/3/23 | Thad Michael Gittens | Cash | 1,000 | Regulation A |
| 6/13/23 | Thad Michael Gittens | Cash | 2,000 | Regulation A |
| 5/17/23 | Parrish Leshown Godchild | Cash | 1,500 | Regulation A |
| 6/9/23 | Dana Carter Gold | Cash | 2,699 | Regulation A |
| 5/16/23 | Hillard Goldsmith Iii | Cash | 1,000 | Regulation A |
| 5/22/23 | Michael George Graham | Cash | 1,001 | Regulation A |
| 6/12/23 | Frederick E. Grant | Cash | 5,000 | Regulation A |
| 5/26/23 | Miriam Lee Gray | Cash | 2,500 | Regulation A |
| 6/5/23 | Tawana Nichole Greene | Cash | 1,000 | Regulation A |
| 29 |
| 5/22/23 | Wilson Guilbeaux | Cash | 150,000 | Regulation A |
| 6/9/23 | Barry Wayne Hackney | Cash | 1,000 | Regulation A |
| 6/5/23 | Joel Nathaniel Hall | Cash | 4,000 | Regulation A |
| 5/23/23 | Joel Nathaniel Hall | Cash | 4,000 | Regulation A |
| 6/6/23 | Nathan Mac Hardy | Cash | 1,000 | Regulation A |
| 5/20/23 | Christopher Harris | Cash | 1,000 | Regulation A |
| 6/1/23 | Taleia Harris | Cash | 1,000 | Regulation A |
| 6/3/23 | Nathaniel Harris | Cash | 1,000 | Regulation A |
| 6/14/23 | Menarda Meshea Hayes | Cash | 3,000 | Regulation A |
| 6/11/23 | Bryant Keith Hayes | Cash | 1,000 | Regulation A |
| 6/14/23 | Marzel Hedrick | Cash | 1,450 | Regulation A |
| 5/27/23 | Telayah Trishae Hendrix | Cash | 1,130 | Regulation A |
| 5/31/23 | Brianne Alise Hill | Cash | 1,000 | Regulation A |
| 6/7/23 | Yvonne Angela Hobson | Cash | 2,000 | Regulation A |
| 6/4/23 | Charlene Hunt Pickett | Cash | 1,000 | Regulation A |
| 6/5/23 | Infinite Vision Holdings, Inc. | Cash | 1,000 | Regulation A |
| 6/15/23 | Samuel Lee Jackson | Cash | 1,000 | Regulation A |
| 6/15/23 | Bernadette Jackson-Whitaker | Cash | 1,000 | Regulation A |
| 6/11/23 | Glenn Jarrett | Cash | 1,000 | Regulation A |
| 5/31/23 | Roscoe Johnson | Cash | 2,500 | Regulation A |
| 6/14/23 | Michelle Annette Johnson | Cash | 1,000 | Regulation A |
| 5/21/23 | Courtney Latrice Johnson | Cash | 1,000 | Regulation A |
| 6/6/23 | Michael Jerome Johnson | Cash | 1,000 | Regulation A |
| 6/6/23 | Leslie Johnson | Cash | 1,000 | Regulation A |
| 6/7/23 | Patti J. Johnson | Cash | 5,000 | Regulation A |
| 6/9/23 | Roscoe Johnson | Cash | 4,200 | Regulation A |
| 6/6/23 | Chikira Jones | Cash | 1,000 | Regulation A |
| 6/2/23 | Edward Charles Jones | Cash | 1,000 | Regulation A |
| 5/25/23 | Ulysses Keith | Cash | 1,000 | Regulation A |
| 6/9/23 | Frances Anne Keith | Cash | 1,000 | Regulation A |
| 5/20/23 | Miles Kenner | Cash | 1,000 | Regulation A |
| 5/18/23 | John L. King | Cash | 2,000 | Regulation A |
| 6/5/23 | Matthew Maurice Latson | Cash | 1,000 | Regulation A |
| 6/11/23 | Michael Ledgister | Cash | 7,000 | Regulation A |
| 6/5/23 | Odell Ledgister | Cash | 5,000 | Regulation A |
| 6/3/23 | Michael Ledgister | Cash | 3,000 | Regulation A |
| 5/24/23 | Lisa Lewis | Cash | 1,008 | Regulation A |
| 6/6/23 | Pamela Merriatta Lewis | Cash | 1,000 | Regulation A |
| 6/5/23 | Regina Lynice Lomax | Cash | 1,000 | Regulation A |
| 5/16/23 | Akeisa Raheem Lowe | Cash | 250 | Regulation A |
| 5/18/23 | Anthony Marc Lucas | Cash | 3,000 | Regulation A |
| 6/9/23 | Rae Ann Luster | Cash | 1,030 | Regulation A |
| 6/12/23 | Michael John Mack | Cash | 1,700 | Regulation A |
| 6/5/23 | Michael John Mack | Cash | 1,000 | Regulation A |
| 5/22/23 | Truman Bruce Mason | Cash | 2,000 | Regulation A |
| 6/6/23 | Stephen James Mccreary | Cash | 2,000 | Regulation A |
| 6/5/23 | Harrison Mcdaniel | Cash | 1,000 | Regulation A |
| 30 |
| 5/26/23 | Blake Ryan Mcpherson | Cash | 1,500 | Regulation A |
| 6/7/23 | Gina Mills | Cash | 1,000 | Regulation A |
| 6/6/23 | Brian Mitchell | Cash | 1,000 | Regulation A |
| 6/6/23 | Brandon Todd Mitchell | Cash | 5,000 | Regulation A |
| 6/6/23 | Marcia M. Mitrano | Cash | 1,000 | Regulation A |
| 6/6/23 | Marcia M. Mitrano | Cash | 1,000 | Regulation A |
| 5/20/23 | Marpressa Joellen Mobley-Turner | Cash | 1,000 | Regulation A |
| 6/13/23 | Kerry Morgan | Cash | 9,000 | Regulation A |
| 6/10/23 | Yvette Lorraine Morrell | Cash | 10,000 | Regulation A |
| 6/9/23 | Stephen Morrell | Cash | 2,500 | Regulation A |
| 6/9/23 | Stephen Morrell | Cash | 1,500 | Regulation A |
| 6/6/23 | Daniella Muhyee | Cash | 1,000 | Regulation A |
| 6/7/23 | Daniella Muhyee | Cash | 1,000 | Regulation A |
| 6/2/23 | Ronald L. Nagy | Cash | 7,500 | Regulation A |
| 6/5/23 | Lisa Marie Norris | Cash | 1,000 | Regulation A |
| 6/6/23 | Brian Norwood | Cash | 7,500 | Regulation A |
| 5/28/23 | Delories Ann Nunnery | Cash | 1,000 | Regulation A |
| 6/13/23 | Daniel Parker | Cash | 3,750 | Regulation A |
| 6/13/23 | Gail Paty | Cash | 4,000 | Regulation A |
| 5/16/23 | James Oliver Perry | Cash | 10,000 | Regulation A |
| 6/15/23 | Quanisha Perry | Cash | 3,000 | Regulation A |
| 5/19/23 | Angela Perryman | Cash | 1,000 | Regulation A |
| 6/7/23 | Sonja Pinto | Cash | 1,100 | Regulation A |
| 6/11/23 | Lydia R. Pitts | Cash | 2,500 | Regulation A |
| 6/7/23 | Joseann Laurraine Plunkett | Cash | 1,000 | Regulation A |
| 5/20/23 | Dorothy Lucile Preston | Cash | 1,000 | Regulation A |
| 6/11/23 | Delroy Pryce | Cash | 1,000 | Regulation A |
| 6/2/23 | Mohammed Salim Purmul | Cash | 1,000 | Regulation A |
| 6/2/23 | Daren Lee Purnell | Cash | 1,000 | Regulation A |
| 6/5/23 | Humphrey O. Quao | Cash | 15,000 | Regulation A |
| 6/1/23 | Shenitha Raines | Cash | 2,000 | Regulation A |
| 6/11/23 | Joanie Lynn Rapier | Cash | 1,000 | Regulation A |
| 5/29/23 | Barbara Bulgin Redic | Cash | 1,000 | Regulation A |
| 6/6/23 | Erma Robinson | Cash | 2,000 | Regulation A |
| 6/6/23 | Patricia Ann Robinson | Cash | 4,000 | Regulation A |
| 6/11/23 | Patricia Ann Robinson | Cash | 5,000 | Regulation A |
| 6/7/23 | Nancy Ruth Roundtree Johnson | Cash | 1,000 | Regulation A |
| 5/16/23 | Unlimited Wealth Entertainment | Cash | 250 | Regulation A |
| 6/12/23 | Unlimited Wealth Entertainment | Cash | 1,000 | Regulation A |
| 6/6/23 | Kevin Crisando Ruskin | Cash | 1,000 | Regulation A |
| 6/5/23 | Dharunkumar Sadasivam | Cash | 5,000 | Regulation A |
| 6/16/23 | Derek Allen Schneider | Cash | 1,000 | Regulation A |
| 6/10/23 | Anthony Aron Seute | Cash | 1,000 | Regulation A |
| 6/12/23 | Jacques Chonet Severe | Cash | 9,000 | Regulation A |
| 5/22/23 | Norman Linwood Simmons | Cash | 10,000 | Regulation A |
| 6/6/23 | Cheryl Simmons | Cash | 1,000 | Regulation A |
| 5/18/23 | Johnny Smith | Cash | 15,000 | Regulation A |
| 31 |
| 5/26/23 | Theodore O. Spaulding | Cash | 2,000 | Regulation A |
| 6/12/23 | Theodore O. Spaulding | Cash | 100,000 | Regulation A |
| 5/23/23 | Richard A. Spencer | Cash | 1,000 | Regulation A |
| 6/6/23 | Martise N. Spencer | Cash | 1,000 | Regulation A |
| 6/7/23 | Sonja K. Starks | Cash | 1,000 | Regulation A |
| 6/4/23 | Ellie Stewart, Trustee | Cash | 2,500 | Regulation A |
| 5/25/23 | Tonjia Lynn Stone | Cash | 1,000 | Regulation A |
| 5/26/23 | Dilip Subramanian | Cash | 5,000 | Regulation A |
| 6/5/23 | Iupita Taoete | Cash | 2,000 | Regulation A |
| 6/12/23 | Ronnie Harston Taylor | Cash | 5,000 | Regulation A |
| 5/23/23 | Ronnie Harston Taylor | Cash | 3,000 | Regulation A |
| 6/6/23 | Early Thomas Taylor Jr | Cash | 1,500 | Regulation A |
| 5/21/23 | Donna Maria Thomas | Cash | 1,000 | Regulation A |
| 6/10/23 | Michael Kieth Thompson | Cash | 1,000 | Regulation A |
| 6/12/23 | Theresa Thompson | Cash | 1,000 | Regulation A |
| 5/21/23 | William Lee Tucker | Cash | 1,000 | Regulation A |
| 5/22/23 | Dexter Devone Turner | Cash | 2,000 | Regulation A |
| 6/6/23 | Dexter Devone Turner | Cash | 1,000 | Regulation A |
| 6/2/23 | Jane Denise Underwood | Cash | 3,000 | Regulation A |
| 5/31/23 | Sherita Yvette Vann | Cash | 1,000 | Regulation A |
| 6/6/23 | John Ruben Vann | Cash | 2,000 | Regulation A |
| 6/7/23 | John Stacey Vann | Cash | 1,000 | Regulation A |
| 6/6/23 | Kim Vu | Cash | 55,000 | Regulation A |
| 5/24/23 | Wealth Solutionz LLC | Cash | 1,000 | Regulation A |
| 6/6/23 | Verneilia Adrienne Wanza | Cash | 5,000 | Regulation A |
| 5/31/23 | Brittney Watkins | Cash | 1,000 | Regulation A |
| 6/13/23 | Julie Marie Webb | Cash | 1,000 | Regulation A |
| 6/6/23 | Leroy Ralph Bernard Whyte | Cash | 1,000 | Regulation A |
| 6/12/23 | Leonard A. Williams | Cash | 1,000 | Regulation A |
| 6/1/23 | Gilbert Leroy Williams | Cash | 5,000 | Regulation A |
| 6/6/23 | Kareem Lamonte Williams | Cash | 1,000 | Regulation A |
| 6/7/23 | Sean A.C. Williams | Cash | 1,000 | Regulation A |
| 5/24/23 | Mary Corine Williams | Cash | 1,000 | Regulation A |
| 6/5/23 | Dominique Desirae Williams | Cash | 10,000 | Regulation A |
| 6/5/23 | Warren S. Williams | Cash | 1,000 | Regulation A |
| 6/6/23 | Christopher James Williams | Cash | 5,000 | Regulation A |
| 5/21/23 | Raymond Williams Jr. | Cash | 1,000 | Regulation A |
| 5/30/23 | Jerome Williams, Sr. | Cash | 1,000 | Regulation A |
| 6/11/23 | Peggy Wilson | Cash | 1,000 | Regulation A |
| 6/9/23 | Gloria J. Woodard | Cash | 2,000 | Regulation A |
| 6/16/23 | Thornal L Adams | Cash | 1,000 | Regulation A |
| 6/5/23 | Amitabh Anil Adhikari | Cash | 1,000 | Regulation A |
| 6/13/23 | Aaron Anthony Alli | Cash | 3,000 | Regulation A |
| 6/15/23 | Tracy Michelle Anderson | Cash | 1,000 | Regulation A |
| 6/23/23 | Kim Renee Atkinson | Cash | 1,000 | Regulation A |
| 6/12/23 | Larry W Austin | Cash | 10,000 | Regulation A |
| 5/26/23 | Gene Bailey | Cash | 1,000 | Regulation A |
| 32 |
| 6/20/23 | Ramon Balinas | Cash | 1,500 | Regulation A |
| 6/17/23 | Christopher M Barnes | Cash | 2,000 | Regulation A |
| 6/17/23 | Trudy Battle | Cash | 3,000 | Regulation A |
| 6/7/23 | Heather Ingrid Beckno | Cash | 1,000 | Regulation A |
| 6/23/23 | Darryl D Bennett | Cash | 1,000 | Regulation A |
| 6/29/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 7/4/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 6/19/23 | Toney Lee Brooks | Cash | 2,000 | Regulation A |
| 6/28/23 | Debora Brown | Cash | 3,000 | Regulation A |
| 5/22/23 | Joyce Burwell | Cash | 1,000 | Regulation A |
| 7/1/23 | April Byrd | Cash | 1,000 | Regulation A |
| 6/21/23 | Tionna Cager | Cash | 5,000 | Regulation A |
| 6/20/23 | Rewa Campbell | Cash | 1,000 | Regulation A |
| 7/2/23 | Connie Roberts Carrell | Cash | 1,000 | Regulation A |
| 7/6/23 | Jaysen Anthony Coffil | Cash | 5,000 | Regulation A |
| 6/6/23 | Ashley Dawson | Cash | 4,000 | Regulation A |
| 6/20/23 | Veronica De Jesus | Cash | 1,000 | Regulation A |
| 6/5/23 | Sherry Michelle Eddington | Cash | 1,000 | Regulation A |
| 6/7/23 | Wayne Ervin | Cash | 2,500 | Regulation A |
| 5/20/23 | Wanda J Fields | Cash | 3,000 | Regulation A |
| 6/22/23 | Ayanna Flegler | Cash | 2,000 | Regulation A |
| 6/22/23 | Corey Darnelle Flowers | Cash | 2,800 | Regulation A |
| 7/6/23 | Dwight Mcneal Ford | Cash | 2,000 | Regulation A |
| 6/21/23 | Georgia Garcia Flores | Cash | 1,000 | Regulation A |
| 6/13/23 | Regina Gardner | Cash | 1,000 | Regulation A |
| 6/20/23 | John Leslie Garwood | Cash | 10,000 | Regulation A |
| 6/20/23 | Pamela E Gibson | Cash | 1,500 | Regulation A |
| 6/26/23 | Pamela E Gibson | Cash | 2,000 | Regulation A |
| 6/12/23 | Michael George Graham & Dana Nicole Graham, JTWROS | Cash | 1,001 | Regulation A |
| 6/16/23 | Sharon O Grant-White | Cash | 5,000 | Regulation A |
| 5/24/23 | Pamela Jean Harlan | Cash | 1,000 | Regulation A |
| 6/27/23 | Christopher Harris | Cash | 5,000 | Regulation A |
| 6/21/23 | Ebony Ticola Harris | Cash | 2,000 | Regulation A |
| 6/19/23 | Nathaniel Harris | Cash | 1,000 | Regulation A |
| 6/20/23 | Bryant Keith Hayes | Cash | 3,000 | Regulation A |
| 6/22/23 | Bryant Keith Hayes | Cash | 2,000 | Regulation A |
| 6/8/23 | Robin Angela Hill | Cash | 3,000 | Regulation A |
| 6/17/23 | Karen A Hill | Cash | 1,000 | Regulation A |
| 6/24/23 | Ronald Rudolph Hinds | Cash | 1,000 | Regulation A |
| 6/19/23 | Sanridge Corporation | Cash | 10,000 | Regulation A |
| 6/5/23 | Latangela Hyman | Cash | 1,750 | Regulation A |
| 6/19/23 | Infinite Vision Holdings, Inc | Cash | 1,000 | Regulation A |
| 6/11/23 | Jamin Israel | Cash | 2,000 | Regulation A |
| 7/1/23 | Sabrina Jackson | Cash | 1,000 | Regulation A |
| 6/20/23 | Teshay Jacobs | Cash | 2,000 | Regulation A |
| 6/27/23 | Marc Hansley Jean-Francois | Cash | 1,000 | Regulation A |
| 6/9/23 | Thomas Edwards Jenkins | Cash | 1,000 | Regulation A |
| 6/21/23 | Lorraine V Johnson | Cash | 1,000 | Regulation A |
| 33 |
| 6/26/23 | Roscoe Johnson | Cash | 2,000 | Regulation A |
| 7/5/23 | Roscoe Johnson | Cash | 8,000 | Regulation A |
| 6/30/23 | Edward Charles Jones | Cash | 2,000 | Regulation A |
| 6/20/23 | Robert Kindle | Cash | 5,000 | Regulation A |
| 6/29/23 | Kandace Erin Latson | Cash | 1,000 | Regulation A |
| 6/21/23 | Patricia A Leal-Mack | Cash | 2,000 | Regulation A |
| 6/6/23 | Samuel James Leon | Cash | 1,000 | Regulation A |
| 6/26/23 | Darryl Leonard | Cash | 10,000 | Regulation A |
| 6/23/23 | James Alexander Lewis & Yolanda Jo Lewis, JTWROS | Cash | 2,500 | Regulation A |
| 6/23/23 | Yolanda Jo Lewis | Cash | 1,000 | Regulation A |
| 6/23/23 | James Alexander Lewis | Cash | 1,000 | Regulation A |
| 6/17/23 | Duane Little | Cash | 2,000 | Regulation A |
| 5/18/23 | Samuel Gabriel Long | Cash | 1,000 | Regulation A |
| 5/25/23 | Eva M Kennedy | Cash | 1,000 | Regulation A |
| 6/30/23 | Demetrius Donell Martin | Cash | 3,000 | Regulation A |
| 7/2/23 | James Mayes | Cash | 1,000 | Regulation A |
| 5/25/23 | William Henry Mccargo | Cash | 2,000 | Regulation A |
| 6/27/23 | Adrienne Renee McCloud & Larry Rosse McCloud, JTWROS | Cash | 7,500 | Regulation A |
| 6/22/23 | Tasha Tamica McCrae | Cash | 1,000 | Regulation A |
| 5/20/23 | Tonya Tanesha McCray | Cash | 1,000 | Regulation A |
| 6/11/23 | Edward G. McCurbin | Cash | 1,000 | Regulation A |
| 6/6/23 | Raul Mejia | Cash | 1,000 | Regulation A |
| 6/22/23 | Jarodrick Mixon | Cash | 1,000 | Regulation A |
| 6/19/23 | Kelvin Victor Musgrove | Cash | 2,000 | Regulation A |
| 6/30/23 | Sylvia Melinda Ogle | Cash | 1,000 | Regulation A |
| 7/7/23 | Cynthia L H O'Neal & Marzettis A O'Neal, JTWROS | Cash | 2,000 | Regulation A |
| 5/20/23 | Daniel Parker | Cash | 1,000 | Regulation A |
| 6/11/23 | Michael Perez | Cash | 5,000 | Regulation A |
| 6/18/23 | Sy Phan | Cash | 1,000 | Regulation A |
| 6/27/23 | Anthony Pierre | Cash | 1,000 | Regulation A |
| 6/20/23 | Salim Porter | Cash | 1,000 | Regulation A |
| 6/26/23 | Salim Porter | Cash | 1,500 | Regulation A |
| 6/26/23 | Salim Porter | Cash | 1,500 | Regulation A |
| 6/14/23 | Elwyn Roy Pryce | Cash | 10,000 | Regulation A |
| 6/5/23 | Alex Reiner | Cash | 1,000 | Regulation A |
| 6/22/23 | Bryant Robertson | Cash | 10,000 | Regulation A |
| 6/19/23 | Laquinya M Robinson | Cash | 1,000 | Regulation A |
| 6/20/23 | Quintin Jerome Robinson | Cash | 1,000 | Regulation A |
| 6/30/23 | Russell Edward Roy Jr & Kimberly Roy, JTWROS | Cash | 1,000 | Regulation A |
| 6/21/23 | Unlimited Wealth Entertainment | Cash | 1,000 | Regulation A |
| 34 |
| 6/29/23 | Janice Vernida Sanderlin | Cash | 1,000 | Regulation A |
| 6/28/23 | Roseline Volney Sherfield | Cash | 1,000 | Regulation A |
| 6/9/23 | Jean Alexandra Smith | Cash | 2,000 | Regulation A |
| 6/7/23 | Darrell Karlsten Smith | Cash | 2,000 | Regulation A |
| 6/29/23 | Vera Lynn Strong | Cash | 1,000 | Regulation A |
| 6/26/23 | Shenika Renee Tate | Cash | 1,000 | Regulation A |
| 6/16/23 | Camilla Thompson | Cash | 1,500 | Regulation A |
| 6/22/23 | William Lee Tucker | Cash | 1,000 | Regulation A |
| 7/4/23 | William Lee Tucker | Cash | 1,000 | Regulation A |
| 6/29/23 | Sierra Delaine Turner | Cash | 1,100 | Regulation A |
| 6/15/23 | Dexter Devone Turner | Cash | 1,000 | Regulation A |
| 6/13/23 | Alita Agnes Webb | Cash | 1,000 | Regulation A |
| 6/22/23 | Alita Agnes Webb | Cash | 5,000 | Regulation A |
| 6/13/23 | Keisha Atkinson Whitaker | Cash | 1,000 | Regulation A |
| 7/6/23 | Vernon Windell Whitaker & Betty J Whitaker, JTWROS | Cash | 3,100 | Regulation A |
| 6/28/23 | KLM INVESTMENTS LLC | Cash | 30,000 | Regulation A |
| 6/13/23 | Raymond Williams Jr | Cash | 1,000 | Regulation A |
| 6/11/23 | Michael Forrest Willis | Cash | 1,500 | Regulation A |
| 7/10/23 | Jacqueline AnnMarie Bogle & Kedora Nekeisha Henry, JTWROS | Cash | 1,000 | Regulation A |
| 6/5/23 | KA Property Holdings LLC | Cash | 10,000 | Regulation A |
| 7/24/23 | Jonathan David Diaz Sr | Cash | 1,000 | Regulation A |
| 7/9/23 | Derek John Dougherty | Cash | 1,000 | Regulation A |
| 7/10/23 | Derek John Dougherty | Cash | 1,000 | Regulation A |
| 7/14/23 | Thad Michael Gittens & Angela Davis Gittens, JTWROS | Cash | 1,000 | Regulation A |
| 7/10/23 | KERRY TROY HENRY & KEDORA NEKEISHA HENRY | Cash | 1,000 | Regulation A |
| 7/8/23 | Evelyn Yvonne Jenkins | Cash | 1,000 | Regulation A |
| 7/10/23 | Roscoe Johnson | Cash | 14,500 | Regulation A |
| 7/19/23 | Roscoe Johnson | Cash | 5,000 | Regulation A |
| 6/7/23 | Racheal Moore | Cash | 1,000 | Regulation A |
| 6/12/23 | TMCS, Inc | Cash | 2,000 | Regulation A |
| 7/26/23 | E. Lance McCarthy Dr | Cash | 1,000 | Regulation A |
| 7/13/23 | Daniella Muhyee | Cash | 3,000 | Regulation A |
| 7/7/23 | Thomas James Hudgins O'Neal & Shana LaTae Ratliff O'Neal, JTWROS | Cash | 2,000 | Regulation A |
| 7/27/23 | Olachea Industries, LLC | Cash | 1,444 | Regulation A |
| 7/10/23 | Isi None Osahon | Cash | 1,000 | Regulation A |
| 7/21/23 | Bradford LaVaughn Perry | Cash | 1,000 | Regulation A |
| 35 |
| 6/5/23 | Deborah Denise Phillips | Cash | 10,000 | Regulation A |
| 5/17/23 | Linda D Polk | Cash | 1,000 | Regulation A |
| 7/5/23 | Joseph Andrew Rossini | Cash | 1,000 | Regulation A |
| 5/19/23 | James Edward Scott | Cash | 1,000 | Regulation A |
| 6/24/23 | James Edward Scott | Cash | 2,000 | Regulation A |
| 7/8/23 | Guelda Severe | Cash | 4,000 | Regulation A |
| 5/20/23 | Robert Thomas | Cash | 2,000 | Regulation A |
| 7/7/23 | Probilt Fabricators Inc. | Cash | 10,000 | Regulation A |
| 6/1/23 | Sheila Willis | Cash | 1,000 | Regulation A |
| 5/28/23 | Mary Ann Woods | Cash | 1,000 | Regulation A |
| 7/31/23 | Leon Osborne Allen | Cash | 1,000 | Regulation A |
| 7/31/23 | Tywan Donta Purnell | Cash | 60,000 | Regulation A |
| 7/31/23 | Raymond Williams Jr | Cash | 5,000 | Regulation A |
| 9/1/23 | Antoine D Carlisle | Cash | 1,000 | Regulation A |
| 8/23/23 | Dwayne L Demby | Cash | 1,000 | Regulation A |
| 8/23/23 | James Thomas Demby Jr. | Cash | 4,000 | Regulation A |
| 8/30/23 | Nicholas Fernicola | Cash | 1,000 | Regulation A |
| 8/31/23 | Serrita Highland | Cash | 1,000 | Regulation A |
| 8/20/23 | Walter Carl Jimison Sr | Cash | 1,000 | Regulation A |
| 8/18/23 | Jennefir J Lamb | Cash | 1,000 | Regulation A |
| 7/13/23 | LaKisha Monika Payne | Cash | 2,500 | Regulation A |
| 6/5/23 | Mark G Prince & Karen G Prince, JTWROS | Cash | 1,000 | Regulation A |
| 9/7/23 | Joan Roberts | Cash | 1,000 | Regulation A |
| 6/27/23 | Ronnie Harston Taylor & Lula Veronica Taylor, JTWROS | Cash | 10,000 | Regulation A |
| 9/2/23 | Camilla Thompson | Cash | 1,000 | Regulation A |
| 8/25/23 | Penny H White | Cash | 1,000 | Regulation A |
| 6/5/23 | Charles Scott Williams & Kimberly Dawn Williams, JTWROS | Cash | 1,000 | Regulation A |
| 5/24/23 | Wilson Willmott | Cash | 3,000 | Regulation A |
| 10/5/23 | Wesley Clifford Allen | Cash | 5,000 | Regulation A |
| 10/11/23 | Kevin Bens | Cash | 1,000 | Regulation A |
| 9/11/23 | Ausey Johnson | Cash | 4,000 | Regulation A |
| 9/29/23 | Tywan Donta Purnell | Cash | 8,000 | Regulation A |
| 10/9/23 | GHS Investments, LLC | Commitment Shares | 24,753 | Rule 506(b) of Regulation D |
| 10/16/23 | Larry Overton | Cash | 10,000 | Regulation A |
| 10/19/23 | Justin Albert Brannon | Cash | 5,000 | Regulation A |
| 10/30/23 | James Gaines | Cash | 1,000 | Regulation A |
| 10/1/23 | Nathaniel Harris | Cash | 1,000 | Regulation A |
| 10/17/23 | Demetrius James Ingram | Cash | 5,001 | Regulation A |
| 10/17/23 | Keisha Shavonne JacksonMurry | Cash | 1,000 | Regulation A |
| 10/9/23 | Edgar R Martinez | Cash | 5,000 | Regulation A |
| 7/4/23 | ilona Lynea Munoz | Cash | 4,500 | Regulation A |
No sales commissions were issued to one “non-U.S. person” (as that term is defined in Regulation S) in an offshore transaction relying on the safe-harbor exception from registration provided in Regulation S.
ITEM 6. RESERVED
| 36 |
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Item is not applicable to smaller reporting companies.
Overview
HNO 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 13 years of our company. These related transactions are being accounted forexpertise in the green hydrogen production industry.
We provide 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 a reverse merger, with Limited being deemed the acquirer for accounting purposes. Accordingly, the pre-acquisition financial statements of Limited have become the historical financial statements of the combined companies. Further, theses transactions are being accounted forforklifts and airport ground support equipment, as well as the issuancemedium 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.
On May 16, 2023, we began accepting subscription agreements from investors as part of a $75 million offering under Regulation A. During the year ended October 31, 2023, we issued 2,026,532 shares of common stock by Limitedunder our Regulation A offering.
Results of Operations
For the Years Ended October 31, 2023 and 2022
Revenues - For the year ended October 31, 2023, revenue generated from hydrogen engineering services and combustion solutions was $13,000 compared to $34,450 for the net monetary assetsyear ended October 31, 2022. The decrease in revenues of $34,450 is mainly attributable to our company, accompanied byinability to secure additional contracts for hydrogen engineering services and combustion solutions during the current year.
Cost of Sales and Gross Profits – For the year ended October 31, 2023, our cost of goods sold was $5,885, resulting in a recapitalization to reflect the legally issued and outstanding sharesgross profit of the combined companies. Pre-acquisition stockholders’ equity of Limited has been retroactively restated$7,115. In comparison, for the equivalent numberyear ended October 31, 2022, our cost of sharesgoods sold were $27,692, resulting in a gross profit of $6,758. The cost of goods sold were expenses made to contract labor in association with revenue generation.
Operating Expenses - Operating expenses for the year ended October 31, 2023, were $1,450,554 compared to $1,078,141 for the same period in 2022. This is attributable to our common stock received byefforts to expand operations, which resulted in increased costs related to contract labor and general and administrative expenses. In 2023, we experienced an 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 Limited stockholdersyear ended October 31, 2023, was $1,441,335 compared to a net loss of $1,071,309 during the same period in 2022.
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 acquisition,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.
| 37 |
Liquidity and Capital Resources
For the Years Ended October 31, 2023 and 2022
Our cash balance of $235,159 as of October 31, 2023, combined with differences between the par value ofprofits from our common stock and Limited’s stock recorded as additional paid in capital.
| General, administrative and corporate expenses | $ | 600,000 | ||
| Professional fees | 920,000 | |||
| Lease of 5,000 acre plantation in Guyana and commencement of field trials | 200,000 | |||
| Acquisition of Chennai 18 MWe biomass power plant | 7,000,000 | |||
| Deposits on purchases of land for plantations in India; start up costs for Salem 1.5 MWe power plant; repayment of short term loans (India); and finalization and deposit for construction of Tirunelveli 32 MWe biomass power plant | 2,500,000 | |||
| Licensing fee for polyploidy technology | 200,000 | |||
| Feasibility study for National Power Corporation (Philippines) | 250,000 | |||
| Capital equipment for the upgrade to 10MWe at the Salem 1.5MWe power plant and Construction of the 32MWe power plant in Tirunelveli | 48,393,965 | |||
| Total | $ | 60,063,965 |
We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. We have raised capital through private sales of common stock and debt and equity securitiessecurities.
The effect of existing or probable government regulations on our business is not known at this time. Due to the nature of our company and certainbusiness, 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 our subsidiaries, as well as a public offering of minority interestsliquidity available to us at this time. We will need to raise additional capital through equity financings or other means in our Clenergen India Private Limited,order to continue operations and execute our business plan. There is no assurance that the financing will be completed as planned or at all. If we are not successful in risingmeet its obligations. Failure to obtain additional funding we may be forced to curtail or cease somecould have a material adverse effect on our financial condition and the results of all ofoperations.
Cash Flow
For the Years Ended October 31, 2023 and 2022
The following table summarizes our operations and/or curtail or elect not to proceed with certain aspects of our business plan.
For the Year Ended October 31, 2023 | For the Year Ended October 31, 2022 | |||||||
| Cash Used in Operating Activities | (1,427,284 | ) | (1,121,708 | ) | ||||
| Cash Provided by Financing Activities | 2,520,033 | 1,172,827 | ||||||
| Cash Used in Investing Activities | (908,699 | ) | (10 | ) | ||||
Cash Used in Operating Activities
During the year ended October 31, 2023 cash used in operating activities of increasing$1,427,284 primarily reflected our net losses for the capacityperiod, adjusted by non-cash charges such as depreciation and share based compensation, as well as changes in our working capital accounts, primarily consisting of an increase in accrued interest payable and payroll taxes, and a decrease in security deposit and accounts payable.
During the year ended October 31, 2022 cash used in operating activities of $1,121,708 primarily reflected our net losses for the period and changes in our working capital accounts, primarily consisting of an increase in a due from related party and accrued interest payable, and a decrease in security deposit.
Cash Provided by Financing Activities
During the year ended October 31, 2023, cash provided by financing activities was $2,520,033, which consisted of proceeds from related party note payable of $185,000 and $2,335,033 in proceeds obtained through the Company’s active Regulation A offering sale of common stock.
During the year ended October 31, 2022, cash provided by financing activities was $1,172,827, which primarily consisted of proceeds from related party notes payable of $1,172,817.
Cash Provided by Investing Activities
During the year ended October 31, 2023, cash used in investing activities was $908,699. The Company purchased $804,878 in property and equipment and $103,821 in SAFE note.
During the year ended October 31, 2022, cash used in investing activities was $10, which consisted of the Salem, Tamilnadu power plant to 10 MWe from 1.5 MWeWe also will make expenditures in connection with purchasestermination of farm equipment and other machinery for the 800 acre plantation to supply feedstock for our planned 32 MWe Tirunelveli power plant that we intend to build and commence operating in 2011. We anticipate raising the funds necessary for such farm equipment and other machinery through salesan acquisition of our equity and debt securities. However, no assurance can be given thata subsidiary.
| 38 |
Going Concern
Our financial statements have been prepared assuming we will be able to sell such securities on terms favorable to us, if at all.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
| Year Ended October 31, | Period from October 27, 2005 (Inception) to October 31, | |||||||||||
| 2009 | 2008 | 2009 | ||||||||||
| Revenue | $ | 0 | $ | 0 | $ | 0 | ||||||
| Operating expenses | 1,072,695 | 972 | 4,963,818 | |||||||||
| Net loss from operations | (1,072,695 | ) | (972 | ) | (4,963,818 | ) | ||||||
| Period from | ||||||||||||
October 27, 2005 | ||||||||||||
| Year Ended | (Inception) to | |||||||||||
| October 31 | October 31, | |||||||||||
| 2009 | 2008 | 2009 | ||||||||||
| Research and development | $ | 0 | $ | 175 | $ | 2,275,043 | ||||||
| General and administrative | $ | 1,072,695 | $ | 797 | $ | 2,688,775 | ||||||
Year Ended October 31, 2009 | Year Ended October 31, 2008 | Increase / (Decrease) | ||||||||||
| Net Cash Used in Operating Activities | $ | (899,125 | ) | $ | (33,132 | ) | $ | 865,993 | ||||
| Net Cash Used in Investing Activities | $ | (14,041 | ) | $ | Nil | $ | 14,041 | |||||
| Net Cash (Used In) Provided by Financing Activities | $ | 941,550 | $ | (861,187 | ) | $ | (1,802,737 | ) | ||||
| Effect of Exchange Rate on Cash | $ | (26,924 | ) | $ | 416,880 | $ | 389,956 | |||||
| Net Increase in Cash | $ | 1,460 | $ | (18 | ) | $ | 1,442 | |||||
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), 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 financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements and related notes are included as part of this Annual Report on Form 10-K.
| 39 |
HNO INTERNATIONAL, INC.
INDEX
October 31, 2023 and 2022
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of HNO International, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of HNO International, Inc. (the “Company”) as our principal independent accountants withof October 31, 2023 and 2022 and the approvalrelated consolidated statements of our board of directors. We had dismissed our prior accountants, Chang G. Park, CPA, on November 5, 2009.
Going Concern Matter
The accompanying financial statements meeting the reporting obligations of the Securities Exchange Act of 1934, was appointed as our interim Chief Financial Officer. We also intend to retain the services of a British Chartered Accounting firm to assist us in maintaining our financial books and records and in the preparation of our future Quarterly Reports on Form 10-Q.
| Annual Compensation | Long-Term Compensation Awards | |||||||||||||||
Name and Principal Position | Fiscal Year Ended October 31, | Salary | Bonus | Other Annual Compensation | Securities Underlying Options | |||||||||||
| Mark Quinn, CFO and | 2009 | $ | 0 | $ | 0 | $ | 0 | (2)(5) | None | |||||||
| President (1) | 2008 | $ | 0 | $ | 0 | 0 | (2) | None | ||||||||
| Jessica Hatfield, | 2009 | $ | 0 | $ | 0 | $ | 0 | (2)(6) | None | |||||||
| Executive Vice-President (4) | 2008 | $ | 0 | $ | 0 | $ | 0 | (2) | None | |||||||
| Wolf Seyfert, | 2009 | $ | 0 | $ | 0 | $ | 0 | (2) | None | |||||||
| Former CFO and | 2008 | $ | 0 | $ | 0 | $ | 0 | (2) | None | |||||||
| Former President (6) | ||||||||||||||||
| Dr Arvind Pandalai | $ | 16,666 | ||
| Mark Quinn | $ | 5,366 | ||
| Robert Kohn | $ | 5,602 | ||
| Jessica Hatfield | $ | 5,366 | ||
| David Sonnenberg | $ | 1,532 | ||
| Mike Starkie | $ | 5,366 |
| Amount and Nature of | Percentage | |||||||
| Name and Address of Stockholder | Beneficial Ownership | of Class | ||||||
| Mark Quinn | ||||||||
| 15 Dippers Close | ||||||||
| Kemsing, Sevenoaks, Kent TN15 6QD | ||||||||
| United Kingdom | 18,782,266 | (1) | 20.5 | % | ||||
| Jessica Hatfield | ||||||||
| 45 Gunton Road Upper Clapton | ||||||||
| London ES 9JT | ||||||||
| United Kingdom | 18,732,331 | (1) | 20.5 | % | ||||
| Dr. Arvind Pandalai | ||||||||
| 250 Defencse Colony Hal State 11 | ||||||||
| First Main Bangalore 560039 | ||||||||
| Karnataka, India | 5,000,000 | 5.46 | ||||||
| Robert Kohn | ||||||||
| 6165 NW 123 Lane | ||||||||
| Coral Springs, Florida 33076 | 3,000,000 | 3.28 | ||||||
| David Sonnenberg | ||||||||
| PO Box 954 | ||||||||
| Honeydew 2040 Johannesburg | ||||||||
| South Africa | 750,000 | 0.82 | ||||||
| Mike Starkie | ||||||||
| Dodhurst Farm Cottages | ||||||||
| Highwoods Lane | ||||||||
| Tunbridge Wells | ||||||||
| Kent TN3 9AB | ||||||||
| United Kingdom | 2,000,000 | 2.18 | ||||||
All directors and executive officers | ||||||||
as a group (6 persons) | 48,264,597 | 52.7 | % | |||||
| V. Ravikanth | ||||||||
| TC 5/1025 Hridya, Chavadimukku | ||||||||
| Sreekariyam, Trivandrum | ||||||||
| India | 4,600,000 | 5.05 | ||||||
| Dr Arvind Pandalai (Non Executive Chairman) | $ | 16,666 | ||
| Mark Quinn (Chief Executive Officer) | $ | 5,366 | ||
| Robert Kohn (Non Executive Vice Chariman) | $ | 5,602 | ||
| Jessica Hatfield (Executive Vice President) | $ | 5,366 | ||
| David Sonnenberg (Non Executive Director) | $ | 1,532 | ||
| Mike Starkie (President and acting Chief Financial Officer) | $ | 5,366 |
| Fiscal Year Ended October 31, | ||||||||
| Category | 2009 | 2008 | ||||||
| Audit fees (1) | $ | 35,000 | $ | 6,500 | ||||
| Audit-related fees (2) | 0 | 0 | ||||||
| Tax fees (3) | 0 | 0 | ||||||
| All Other Fees (4) | 50,000 | 0 | ||||||
Basis for the years then ended and the period from October 27, 2005 (inception) to October 31, 2009. Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedthe Company’s financial statements based on our audits.
We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included considerationAs part of our audit, we are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An
Our audit includesincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. AnOur audit also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidatedpresentation of the financial statement presentation.statements. We believe that our auditsaudit provide a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the consolidatedcurrent-period audit of the financial statements referredthat were communicated or required to above present fairly, in allbe communicated to the audit committee and that (1) relate to accounts or disclosures that are material respects,to the financial positionstatements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.
/S/ BF Borgers CPA PC
BF Borgers CPA PC (PCAOB ID 5041)
We have served as the Company's auditor since 2022
Lakewood, CO
January 29, 2024
| HNO INTERNATIONAL, INC. BALANCE SHEETS | ||||||||
| October 31, | October 31, | |||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 235,159 | $ | 51,109 | ||||
| Due from related party | 56,392 | 56,392 | ||||||
| Total Current Assets | 291,551 | 107,501 | ||||||
| Non-Current Assets | ||||||||
| Property and equipment, net | 767,938 | — | ||||||
| Intangible assets, net | 79,324 | — | ||||||
| Long term asset | 103,821 | — | ||||||
| Security deposits | 100,000 | 6,800 | ||||||
| Total Non-Current Assets | 1,051,083 | 6,800 | ||||||
| TOTAL ASSETS | $ | 1,342,634 | $ | 114,301 | ||||
| LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | 925 | — | ||||||
| Accrued interest payable | 41,270 | 14,725 | ||||||
| Payroll tax | 17,640 | — | ||||||
| Notes payable, related party | 785,000 | 620,000 | ||||||
| Total Current Liabilities | 844,835 | 634,725 | ||||||
| Long term notes payable, related party | 590,000 | 590,000 | ||||||
| Total Liabilities | 1,434,835 | 1,224,725 | ||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred stock, par value $ per share; shares authorized | — | — | ||||||
| Series A, par value $ per share; shares authorized; and shares issued and outstanding as of October 31, 2023 and October 31, 2022, respectively | 10,000 | 5,000 | ||||||
| Common stock, par value $ per share; shares authorized; and shares issued and outstanding as of October 31, 2023 and October 31, 2022, respectively | 419,341 | 105,265 | ||||||
| Common stock payable | 32,251 | — | ||||||
| Common stock subscription receivable | (23,750 | ) | (10,000 | ) | ||||
| Additional paid-in capital | 41,079,902 | 38,957,921 | ||||||
| Accumulated deficit | (41,609,945 | ) | (40,168,610 | ) | ||||
| Total Stockholders’ Equity (Deficit) | (92,201 | ) | (1,110,424 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 1,342,634 | $ | 114,301 | ||||
| The accompanying notes are an integral part of these audited financial statements. | ||||||||
| HNO INTERNATIONAL, INC. STATEMENT OF OPERATIONS | ||||||||
| For the Year Ended October 31, | ||||||||
| 2023 | 2022 | |||||||
| Revenue | $ | 13,000 | $ | 34,450 | ||||
| Cost of goods sold | (5,885 | ) | (27,692 | ) | ||||
| Gross Profit | 7,115 | 6,758 | ||||||
| Operating expenses | ||||||||
| Security Service | 596 | — | ||||||
| Share based compensation | 22,025 | — | ||||||
| Advertising and marketing | 3,000 | 4,250 | ||||||
| Contract labor | 754,159 | 472,002 | ||||||
| Depreciation and amortization | 40,116 | — | ||||||
| General and administrative expenses | 19,976 | 20,510 | ||||||
| Insurance | 5,081 | — | ||||||
| Interest expense | 26,545 | 14,725 | ||||||
| Legal and accounting fees | 126,205 | 64,237 | ||||||
| Meals expenses | 1,820 | 3,795 | ||||||
| Office expenses | 4,621 | 3,453 | ||||||
| Professional fees | 145,225 | 257,337 | ||||||
| Payroll expenses | 191,636 | 145,738 | ||||||
| Payroll service fees | 823 | 1,064 | ||||||
| Rent | 60,610 | 34,400 | ||||||
| Travel expenses | 43,049 | 52,921 | ||||||
| Utilities | 5,000 | 3,269 | ||||||
| Vehicle expenses | 67 | 440 | ||||||
| Total Operating Expenses | 1,450,554 | 1,078,141 | ||||||
| Other Income | ||||||||
| Interest income | 2,104 | 74 | ||||||
| Total Other Income | 2,104 | 74 | ||||||
| Loss from Operations | $ | (1,441,335 | ) | $ | (1,071,309 | ) | ||
| Net Loss | $ | (1,441,335 | ) | $ | (1,071,309 | ) | ||
| PER SHARE AMOUNTS | ||||||||
| Basic and diluted net loss per share | ) | ) | ||||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||
| The accompanying notes are an integral part of these audited financial statements. | ||||||||
| HNO INTERNATIONAL, INC. STATEMENTS OF STOCKHOLDERS' DEFICIT For the year ended October 31, 2022 | ||||||||||||||||||||||||||||||||||||
| 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, 2021 | 10,000,000 | 10,000 | 95,265,299 | 95,265 | — | — | 38,952,921 | (39,097,301 | ) | (39,115 | ) | |||||||||||||||||||||||||
| Shares issued for acquisition | — | — | 20,000 | 20 | — | — | (10 | ) | — | 10 | ||||||||||||||||||||||||||
| Shares issued for consulting services | — | — | 10,000,000 | 10,000 | — | (10,000 | ) | — | — | — | ||||||||||||||||||||||||||
| Shares cancelled for cancellation of acquisition | — | — | (20,000 | ) | (20 | ) | — | — | 10 | — | (10 | ) | ||||||||||||||||||||||||
| Series A Preferred Stock returned to treasury | (5,000,000 | ) | (5,000 | ) | — | — | — | 5,000 | — | — | ||||||||||||||||||||||||||
| Net loss for the year ended October 31, 2022 | — | — | — | — | — | — | — | (1,071,309 | ) | (1,071,309 | ) | |||||||||||||||||||||||||
| Balance at October 31, 2022 | 5,000,000 | 5,000 | 105,265,299 | 105,265 | — | (10,000 | ) | 38,957,921 | (40,168,610 | ) | (1,110,424 | ) | ||||||||||||||||||||||||
| For the year ended October 31, 2023 | ||||||||||||||||||||||||||||||||||||
| 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, 2022 | 5,000,000 | 5,000 | 105,265,299 | 105,265 | — | (10,000 | ) | 38,957,921 | (40,168,610 | ) | (1,110,424 | ) | ||||||||||||||||||||||||
| Common stock issued for cash | — | — | 290,000,000 | 290,000 | — | — | — | — | 290,000 | |||||||||||||||||||||||||||
| Common stock based compensation | — | — | 2,025,000 | 2,025 | — | — | — | — | 2,025 | |||||||||||||||||||||||||||
| Common stock issued for settlement of debt | — | — | 20,000,000 | 20,000 | — | — | — | — | 20,000 | |||||||||||||||||||||||||||
| Series A preferred issued pursuant to patent agreement | 5,000,000 | 5,000 | — | — | — | — | 77,500 | — | 82,500 | |||||||||||||||||||||||||||
| Regulation A common stock issuances | — | — | 2,026,532 | 2,026 | 32,251 | (13,750 | ) | 2,024,506 | — | 2,045,033 | ||||||||||||||||||||||||||
| Common stock issued for financing commitment | — | — | 24,753 | 25 | — | — | 19,975 | — | 20,000 | |||||||||||||||||||||||||||
| Net loss for the year ended October 31, 2023 | — | — | — | — | — | — | — | (1,441,335 | ) | (1,441,335 | ) | |||||||||||||||||||||||||
| 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 | ) | |||||||||||||||||
| The accompanying notes are an integral part of these audited financial statements. | ||||||||||||||||||||||||||||||||||||
| HNO INTERNATIONAL, INC. STATEMENTS OF CASH FLOWS | ||||||||
| For the Year Ended October 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flow from Operating Activities | ||||||||
| Net loss for the period | $ | (1,441,335 | ) | $ | (1,071,309 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 40,116 | — | ||||||
| Share based compensation | 22,025 | — | ||||||
| Changes in operating assets and liabilities: | — | |||||||
| Increase (Decrease) in accounts payable | 925 | (1,932 | ) | |||||
| (Increase) Decrease in due from related party | — | (56,392 | ) | |||||
| (Increase) Decrease in security deposit | (93,200 | ) | (6,800 | ) | ||||
| Increase in accrued interest payable | 26,545 | 14,725 | ||||||
| Increase in payroll taxes | 17,640 | — | ||||||
| Net Cash Used in Operating Activities | (1,427,284 | ) | (1,121,708 | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from related party note payable | 250,000 | 620,000 | ||||||
| Proceeds from sale of common stock | 2,335,033 | 10 | ||||||
| Proceeds from long term notes | — | 590,000 | ||||||
| Repayment of related party note payable | (65,000 | ) | (37,183 | ) | ||||
| Net Cash Provided by Financing Activities | 2,520,033 | 1,172,827 | ||||||
| Cash Flows from Investing Activities | ||||||||
| Proceeds from sale of investment | — | (10 | ) | |||||
| Purchase of property and equipment | (804,878 | ) | — | |||||
| Purchase of long-term asset | (103,821 | ) | — | |||||
| Net cash provided by (used in) investing activities | (908,699 | ) | (10 | ) | ||||
| Net increase in cash | 184,050 | 51,109 | ||||||
| Cash at beginning of period | 51,109 | — | ||||||
| Cash at end of period | $ | 235,159 | $ | 51,109 | ||||
| Supplemental Disclosure of Interest and Income Taxes Paid: | ||||||||
| Interest paid during the period | $ | — | $ | — | ||||
| Income taxes paid during the period | $ | — | $ | — | ||||
| Supplemental Disclosure for Non-Cash Investing and Financing Activities: | ||||||||
| Series A preferred stock issued pursuant to patent agreement | $ | 82,500 | $ | — | ||||
| Common stock issued for conversion of debt | $ | 20,000 | $ | — | ||||
| Common stock issued for acquisition | $ | — | $ | 10 | ||||
| The accompanying notes are an integral part of these audited financial statements. | ||||||||
HNO INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2023
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
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.
Basis of presentation
The financial statements present the balance sheets and statements of operations, stockholders' equity and cash flows of the Company as of December 31, 2008Company. These financial statements are presented in United States dollars and 2007, and the consolidated results of their operations and their cash flows for the years then ended and the period from October 27, 2005 (inception) to October 31, 2009,have been prepared in conformityaccordance with accounting principles generally accepted in the United States of America.
| 10/31/2009 | 10/31/2008 | |||||||
CURRENT ASSETS | ||||||||
| Cash | $ | 1,472 | $ | 13 | ||||
| Prepaid Expenses and Other | 15,039 | - | ||||||
| Total Current Assets | 16,511 | 13 | ||||||
FIXED ASSETS | ||||||||
| Property & Equipment, Net | 12,901 | - | ||||||
| Total Fixed Assets | 12,901 | - | ||||||
OTHER ASSETS | ||||||||
| Deposits | 33,487 | - | ||||||
| Total Other Assets | 33,487 | - | ||||||
| TOTAL ASSETS | $ | 62,899 | $ | 13 | ||||
| 10/31/2009 | 10/31/2008 | |||||||
| CURRENT LIABILITIES | ||||||||
| Accounts Payable and Accrued Expenses | $ | 214,211 | $ | - | ||||
| Payroll Liabilities | 6,745 | - | ||||||
| Due to Affiliates and Shareholders | 330,302 | 3,460,014 | ||||||
| Total Current Liabilities | 551,258 | 3,460,013 | ||||||
| TOTAL LIABILITIES | 551,258 | 3,460,013 | ||||||
| STOCKHOLDERS' EQUITY/(DEFICIENCY) | ||||||||
Preferred stock, $0.001 par value, Authorized: 10,000,000 Issued: None | - | - | ||||||
Common Stock, $0.001 par value; 150,000,000 shares authorized as of October 31, 2009; $1.90 par value; 7,500 shares authorized as October 31, 2008; 86,941,013 and 7,500 shares issued and outstanding, respectively | 86,941 | 14,242 | ||||||
| Additional paid in capital | 3,998,562 | - | ||||||
| Accumulated Other Comprehensive Income/(Loss) | 389,956 | 416,880 | ||||||
| Accumulated deficit during development stage | (4,963,818 | ) | (3,891,123 | ) | ||||
| Total Stockholders' Deficiency | (488,359 | ) | (3,460,000 | ) | ||||
| TOTAL LIABILITIES AND DEFICIENCY | $ | 62,899 | $ | 13 | ||||
| TWELVE | TWELVE | FROM | ||||||||||
| MONTHS | MONTHS | INCEPTION | ||||||||||
| 10/31/2009 | 10/31/2008 | TO 10/31/09 | ||||||||||
| REVENUE | $ | - | $ | - | $ | - | ||||||
| COST OF SERVICES | - | - | - | |||||||||
| GROSS PROFIT OR (LOSS) | - | - | - | |||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | 1,072,695 | 797 | 2,688,775 | |||||||||
| RESEARCH & DEVELOPMENT | - | 175 | 2,275,043 | |||||||||
| OPERATING INCOME/(LOSS) | (1,072,695 | ) | (972 | ) | (4,963,818 | ) | ||||||
| INTEREST EXPENSE | - | - | - | |||||||||
| OTHER INCOME | - | - | - | |||||||||
| INCOME/(LOSS) BEFORE INCOME TAXES | (1,072,695 | ) | (972 | ) | (4,963,818 | ) | ||||||
| PROVISION FOR INCOME TAXES | ||||||||||||
| Federal | - | - | - | |||||||||
| State | - | - | - | |||||||||
| NET INCOME/(LOSS) | $ | (1,072,695 | ) | $ | (972 | ) | $ | (4,963,818 | ) | |||
| Earnings (loss) per share, basic and diluted | $ | (0.0512 | ) | $ | (0.1296 | ) | $ | (0.9499 | ) | |||
| Weighted average common shares outstanding | 20,950,539 | 7,500 | 5,225,390 | |||||||||
| Comprehensive Loss: | ||||||||||||
| Net Loss | $ | (1,072,695 | ) | $ | (972 | ) | $ | (4,963,818 | ) | |||
| Foreign Currency Translation Income/(Loss) | (26,924 | ) | 894,302 | 389,956 | ||||||||
| Comprehensive Income/(Loss) | $ | (1,099,619 | ) | $ | 893,330 | $ | (4,573,862 | ) | ||||
| ADDITIONAL | ACCUM. OTHER | |||||||||||||||||||||||||||
| PREFERRED | COMMON | PAR | PAID IN | ACCUM | COMPREHENSIVE | TOTAL | ||||||||||||||||||||||
| STOCK | STOCK | VALUE | CAPITAL | DEFICIT | INCOME/(LOSS) | DEFICIENCY | ||||||||||||||||||||||
| Founder's Stock - October 27, 2005 (inception) | - | 7,500 | $ | 14,242 | $ | - | $ | - | $ | - | $ | 14,242 | ||||||||||||||||
| Foreign Currency Translational Adjustment | (162,010 | ) | (162,010 | ) | ||||||||||||||||||||||||
| Net income (loss) | (3,157,695 | ) | - | (3,157,695 | ) | |||||||||||||||||||||||
| Balance, October 31, 2006 | - | 7,500 | 14,242 | - | (3,157,695 | ) | (162,010 | ) | (3,305,462 | ) | ||||||||||||||||||
| Foreign Currency Translational Adjustment | (315,412 | ) | (315,412 | ) | ||||||||||||||||||||||||
| Net income (loss) | (732,456 | ) | - | (732,456 | ) | |||||||||||||||||||||||
| Balance, October 31, 2007 | - | 7,500 | 14,242 | - | (3,890,151 | ) | (477,421 | ) | (4,353,330 | ) | ||||||||||||||||||
| Foreign Currency Translational Adjustment | 894,302 | 894,302 | ||||||||||||||||||||||||||
| Net income (loss) | (972 | ) | (972 | ) | ||||||||||||||||||||||||
| Balance, October 31, 2008 | - | 7,500 | 14,242 | - | (3,891,123 | ) | 416,880 | (3,460,000 | ) | |||||||||||||||||||
| Reverse acquisition on August 4, 2009: | ||||||||||||||||||||||||||||
| Reverse acquisition issuance of consulting shares | 21,616,695 | 21,617 | 3,409,344 | 3,430,961 | ||||||||||||||||||||||||
| Share cancellation per recapitalization | (7,500 | ) | (14,242 | ) | 14,242 | - | ||||||||||||||||||||||
| Common stock issued for debt cancellation on August 4, 2009, per share value $0.08 | 7,776,350 | 7,776 | 632,523 | 640,299 | ||||||||||||||||||||||||
| Common stock issued for compensation on August 4, 2009, per share value $0 | 57,547,968 | 57,548 | (57,548 | ) | - | |||||||||||||||||||||||
| Foreign Currency Translational Adjustment | (26,924 | ) | (26,924 | ) | ||||||||||||||||||||||||
| Net income (loss) | (1,072,695 | ) | (1,072,695 | ) | ||||||||||||||||||||||||
| Balance, October 31, 2009 | - | 86,941,013 | $ | 86,941 | $ | 3,998,562 | $ | (4,963,818 | ) | $ | 389,956 | $ | (488,359 | ) | ||||||||||||||
| TWELVE | TWELVE | FROM | ||||||||||
| MONTHS | MONTHS | INCEPTION | ||||||||||
| 10/31/2009 | 10/31/2008 | TO 10/31/2009 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net income (loss) | $ | (1,072,695 | ) | $ | (972 | ) | $ | (4,963,818 | ) | |||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||||||
| Adjustments for charges not requiring outlay of cash: | ||||||||||||
| Depreciation and Amortization | 1,140 | - | 1,140 | |||||||||
| Changes in operating assets and liabilitites: | ||||||||||||
| (Increase)/Decrease Prepaid Expenses and Other Current Assets | (15,039 | ) | - | (15,039 | ) | |||||||
| Deposits | (33,487 | ) | - | (33,487 | ) | |||||||
| Increase/(Decrease) in Accounts Payable and Accrued Expenses | 214,211 | (32,160 | ) | 214,211 | ||||||||
| Increase/(Decrease) in Accrued Payroll Liabilities | 6,745 | - | 6,745 | |||||||||
| Total adjustments to net income | 173,570 | (32,160 | ) | 173,570 | ||||||||
| Net cash used in operating activities | (899,125 | ) | (33,132 | ) | (4,790,248 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
| Purchase of Furniture & Equipment | (14,041 | ) | - | (14,041 | ) | |||||||
| Net cash flows used in investing activities | (14,041 | ) | - | (14,041 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Cash Received/(Paid) from/(to) Affiliates/Shareholders | 966,231 | (861,187 | ) | 4,384,980 | ||||||||
| Cash Received/(Paid) on notes payable | (24,681 | ) | - | 16,582 | ||||||||
| Net cash provided by (used in) financing activities | 941,550 | (861,187 | ) | 4,401,562 | ||||||||
CASH RECONCILIATION | ||||||||||||
| Effect of Exchange Rate Changes on Cash | (26,924 | ) | 894,302 | 389,956 | ||||||||
| Net increase (decrease) in cash and cash equivalents | 1,460 | (18 | ) | (12,771 | ) | |||||||
| Cash and cash equivalents - beginning balance | 13 | 31 | 14,244 | |||||||||
CASH AND CASH EQUIVALENTS BALANCE END OF PERIOD | $ | 1,473 | $ | 13 | $ | 1,473 | ||||||
Supplemetal Disclosures of Cash Flow Information: | ||||||||||||
| Common stock issued for debt cancellation | $ | 4,069,085 | $ | - | $ | 4,069,085 | ||||||
| Common stock issued in recapitalization | $ | 2,175 | $ | - | $ | 2,175 | ||||||
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Basis of Consolidation
As of the reporting period ended October 31, 2023, the Company has determined that it does not engage in consolidation -
Use of Estimates and Assumptions -
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 amountsamount of revenues and expenses during the reporting period. All adjustments are normal and recurring.
Cash and liabilities are adjusted for the effectsCash Equivalents
The Company considers all highly liquid investments with original maturities of changes in tax laws and rates on the date of enactment.
The Company has formed an Indian entity whereby a corpus fund will be created from which the expenses of Clenergen Foundation will be met. The Company has advanced $3,988 to the foundation towards expensesaccounts for which it will be reimbursed.
| Furn & Equip | $ | 12,339 | ||
| Transportation | 1,701 | |||
| Accum Deprec | ( 1,139 | ) | ||
| Net Book Value | $ | 12,901 |
| 2010 | $ | 93,500 | ||
| 2011 | 93,500 | |||
| 2012 | 93,500 | |||
| 2013 | 93,500 | |||
| 2014 | 93,500 | |||
| Thereafter | 1,258,000 | |||
| $ | 1,725,500 |
| F-6 |
Income Taxes
Income taxes are computed using the Company issued 5,866,695 shares of common stock in connection with an asset purchase whereby all ofand liability method. Under the issued shares of Rootchange Ltd, a predecessor company, were exchanged for common shares of the Company. In addition, loansasset and liability method, deferred income tax assets and liabilities are determined based on the booksdifferences between the financial reporting and tax bases of Rootchange Ltd inassets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of $3,428,786 were cancelled.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes 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. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from operating lossescontracts with customers, including qualitative and other temporary differences,quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the realizationcosts to obtain or fulfill a contract.
The Company computes income (loss) per share in accordance with ASC 260 “Earnings per share”. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amountsoutstanding common shares during the period. Diluted income (loss) per share gives effect to be more likely than not.all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive. As of October 31, 2009,2023, there were no potentially dilutive debt or equity instruments issued or outstanding.
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 incurred consolidated lossesexamines the possibility of approximately $4,963,818.
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 of assets | ||
| Useful life | ||
| Small Equipment | 3 Years | |
| Large Equipment | 7 Years | |
| Vehicles | 4 Years |
Intangible assets
Intangible assets consist of patents acquired in a tax year canpatent purchase agreement (see Note 5). The estimated useful life of these assets was determined to be set off against20 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.
| F-7 |
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.
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 income earned duringnew accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
At October 31, 2023, we had a deficit of $41,609,945. 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 except capital gains. Infrom the absenceissuance of adequate profits unabsorbed depreciation can be carried forwardthese condensed financial statements.
NOTE 4 – PROPERTY AND EQUIPMENT
Property and set off against profitsequipment consisted of the next assessment year, without any time limit. Unabsorbed business losses can be carried forward and set off against business profits of subsequent years for a period of eight years; the unabsorbed depreciation element in the loss can however, be carried forward indefinitely. However, this carry forward benefit is not available to closely-held (private) companies in which there has been no continuity of business or shareholding pattern. Also, any change in beneficial interest in the shares of the company exceeding 51 per cent disqualifies the private company from the carry forward benefit.
| Schedule of property and equipment | ||||||||
October 31, 2023 | October 31, 2022 | |||||||
| Vehicles | $ | 60,702 | $ | — | ||||
| Small Equipment | $ | 8,879 | $ | — | ||||
| Large Equipment | 735,297 | — | ||||||
| Property and Equipment, Gross | $ | 804,878 | $ | — | ||||
| Less: accumulated depreciation | (36,940 | ) | — | |||||
| Property and Equipment, Net | $ | 767,938 | $ | — | ||||
Depreciation expense for the years ended October 31, 20092023 and 20082022 was $36,940 and $0, 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 shares of its Series A Preferred Stock to Mr. Owens, valued at $82,500.
The details of the patents acquired are listed in the table below, which includes information on the patent numbers, titles, and status in various countries.
| COUNTRY | APPLN NO | PATENT NUMBER | TITLE | STATUS |
US |
13/844,267 |
8,757,107 | HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
US |
13/922,351 |
9,453,457 | HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
US |
14/016,388 |
9,476,357 | METHOD AND APPARATUS FOR INCREASING COMBUSTION EFFICIENCY AND REDUCING PARTICULATE MATTER EMISSIONS IN JET ENGINES |
Issued |
US |
14/326,801 |
9,267,468 | HYDROGEN SUPPLEMENTAL SYSTEM FOR ON-DEMAND HYDROGEN GENERATION FOR INTERNAL COMBUSTION ENGINES |
Issued |
US |
17/047,041 |
10,920,717 | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES |
Issued |
AUSTRALIA |
2019405749 |
2019405749 | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY AND REDUCING EMISSIONS OF INTERNAL COMBUSTION AND/OR DIESEL ENGINES |
Issued |
CHINA | 201980092511.1 | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending | |
EUROPE |
19900413.6. | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending | |
JAPAN |
2021-535288 | HYDROGEN PRODUCING SYSTEM AND DEVICE FOR IMPROVING FUEL EFFICIENCY |
Pending |
Intangible assets at October 31, 2023 and 2022, consisted of the following:
| Schedule of intangible assets | ||||||||||||
| Useful Life (yr) | October 31, 2023 | October 31, 2022 | ||||||||||
| Patents | 20 | $ | 82,500 | $ | — | |||||||
| Less: accumulated amortization | (3,176 | ) | — | |||||||||
| Intangible Assets, net | $ | 79,324 | $ | — | ||||||||
Amortization expense for the year ended October 31, 2023 and 2022 was $3,176 and $0, respectively.
NOTE 6 – COMMON STOCK
The Company is authorized to issue shares of common stock, par value $.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 shares of common stock, par value $, and shares of preferred stock, par value $.
Stock Issued
On November 13, 2021, the Company entered into a Share Exchange Agreement by and between Company and Donald Owens (the “Share Exchange Agreement”), who was the sole shareholder of HNO Hydrogen Generators, Inc., owning shares of common stock, par value $ per share, of HNO Hydrogen Generators, Inc. (the “HNO Delaware Shares”); pursuant to which the Company agreed to acquire the HNO Delaware Shares from Mr. Owens in exchange for the issuance by the Company to Mr. Owens of shares of common stock, par value $ per share, of the Company. The Share Exchange Agreement and the transactions set forth therein were approved by the Company’s Board on November 13, 2021, and transactions closed on the same day, at which time HNO Hydrogen Generators, Inc., became a wholly owned subsidiary of the Company.
On August 22, 2022, the Company entered into a Termination of Share Exchange Agreement by and between the Company and Donald Owens, pursuant to which both parties agreed to cancel the Share Exchange Agreement dated November 13, 2021. Mr. Owens’ shares of common stock were returned to the Company for cancellation and the HNO Delaware Shares were returned to Mr. Owens. HNO Hydrogen Generators, Inc. is no longer a wholly owned subsidiary of the Company.
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 shares of its common stock, $ par value per share, (“common stock”) for a cash purchase price of $175,000. Donald Owens is an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act of 1933, as amended). The $175,000 in proceeds from the sale of common stock will be used for operating capital. The shares are ‘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 shares of its common stock, $ par value per share, (“common stock”) for a cash purchase price of $5,000. William Parker is an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act of 1933, as amended). The $5,000 in proceeds from the sale of common stock will be used for operating capital. The shares are ‘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 shares of its common stock, $ par value per share, (“common stock”) for a cash purchase price of $2,000. Hossein Haririnia is an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act of 1933, as amended). The $2,000 in proceeds from the sale of common stock will be used for operating capital. The shares are ‘restricted securities’ under Rule 144 of the Securities Act.
The Company agreed to issue shares of its common stock for settlement of the $20,000 note payable dated November 19, 2021 to HNO Green Fuels. The note matured on December 19, 2022 and was settled in full on December 26, 2022 with the issuance of these shares. The shares are ‘restricted securities’ under Rule 144 and the issuance of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended.
The Company's Board of Directors granted approval for the issuance of shares of our common stock with a value of $ on January 2, 2023, in exchange for services rendered to the Company. These shares are considered "restricted securities" under Rule 144 and were issued under the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
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 shares of its common stock, $ par value per share, (“common stock”) for a cash purchase price of $100,000. Donald Owens is an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act of 1933, as amended). The $100,000 in proceeds from the sale of common stock will be used for operating capital. The shares are ‘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 a 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 shares of its common stock, $ par value per share, (“common stock”) for a cash purchase price of $8,000. Hossein Haririnia is an “accredited investor” (under Rule 506 (b) of Regulation D under the Securities Act of 1933, as amended). 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 shares of common stock at a fixed price of $ per share for a total of $1,968,032 in cash under the Company’s active Regulation A offering, qualified by the Securities Exchange Commission on May 3, 2023.
During the quarter ended October 31, 2023, the Company issued shares of common stock at a fixed price of $ per share for a total of $58,500 in cash under the Company’s active Regulation A offering, qualified by the Securities Exchange Commission on May 3, 2023.
On October 9, 2023, the Company issued shares of common stock valued at $20,000 as a commitment fee for equity financing.
| F-9 |
As of October 31, 2023 and 2022, the Company had and shares of common stock issued and outstanding, respectively.
Stock Receivable
On March 31, 2022, the Company issued shares of common stock Vivaris Capital, LLC in exchange for $10,000 cash consideration. However, Vivaris Capital, LLC has not paid for the shares, and the Company has been unsuccessful in its attempts to collect the funds or have the shares returned.
During the quarter ended July 31, 2023, the Company issued shares of common stock under Regulation A offering to various shareholders that have not yet paid for shares; therefore, $13,750 has been classified as common stock receivable.
Stock Payable
During the quarter ended July 31, 2023, the Company sold shares of common stock under Regulation A offering to various shareholders that have not yet been issued by the transfer agent; therefore, $19,750 has been classified as common stock payable.
During the quarter ended October 31, 2023, the Company issued shares of common stock under Regulation A for funds received during the quarter ended July 31, 2023.
During the quarter ended October 31, 2023, the Company sold shares of common stock under Regulation A offering to various shareholders that have not yet been processed by the transfer agent. Resulting in the classification of $18,501 as common stock payable.
NOTE 7 – PREFERRED STOCK
The Company is authorized to issue shares of preferred stock, par value $.
Series A Preferred Stock
The Company is authorized to issue shares of Series A preferred stock, par value $. On October 14, 2019, the Company issued shares of the Series A preferred stock to Custodian Ventures LLC, a company controlled by David Lazar, the Company’s former Chief Executive Officer for forgiveness of related party debt totaling $10,000. Subsequently, in private transactions, the shares of Series A Preferred were transferred. On August 16, 2022, Wilhelm Cashen, the Company’s former Chief Executive Officer, returned his Series A preferred stock to the Company’s treasury.
On January 24, 2023, the Company issued shares of its Series A Preferred Stock to Mr. Owens, valued at $82,500 for patents specified in Note 5.
As of October 31, 2023 and 2022, the Company had and shares of Series A preferred stock issued and outstanding, respectively.
NOTE 8 – CONVERTIBLE NOTES PAYABLE
On December 15, 2021, the Company issued a convertible note payable in the amount of $20,000. This note bears an interest rate of 1% per annum and is due on demand.
The note is convertible into shares of the Company's common stock at a discount price of twenty percent (20%) per share of the current market value or trading value, using a Basic Conversion Factor (BCF) specified in the note. The Noteholder has the option to convert the entire principal balance outstanding into common stock within one year from the date of execution of this note.
On August 8, 2022, this note was repaid in full by the Company with $20,000 in cash. As of October 31, 2023 and October 31, 2022, the Company had no convertible notes payable outstanding.
NOTE 9 – RELATED PARTY TRANSACTION
On October 14, 2019, the Company issued shares of the Series A preferred stock to Custodian Ventures LLC, a company controlled by David Lazar, the Company’s former Chief Executive Officer for forgiveness of related party debt totaling $10,000.
| F-10 |
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 shares of its common stock for settlement of the $20,000 note payable dated November 19, 2021 to HNO Green Fuels. The note matured on December 19, 2022 and was settled in full on December 26, 2022 with the issuance of these shares. The shares are ‘restricted securities’ under Rule 144 and the issuance of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended.
On December 1, 2021, the Company issued a note payable in the amount of $500,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum. During the year ended October 31, 2023, $65,000 of principal was repaid. At October 31, 2023, there is $435,000 of principal and $19,199 of accrued interest due on this note. This note had a maturity date of January 1, 2023.
On May 31, 2022, the Company issued a note payable in the amount of $590,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of May 31, 2030.
On September 29, 2022, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of September 29, 2022.
On October 20, 2022, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of October 20, 2023.
On March 1, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 1, 2024.
On March 8, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 8, 2024.
On March 23, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 23, 2024.
On April 3, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 3, 2024.
On April 13, 2023, the Company issued a note payable in the amount of $20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 13, 2024.
On April 17, 2023, the Company issued a note payable in the amount of $30,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 17, 2024.
As of October 31, 2023 and October 31, 2022, these current and long-term notes payable had an outstanding balance of $1,375,000 and $1,210,000, respectively.
As of October 31, 2023 and October 31, 2022, the Company has recorded $41,270 and $14,725, respectively in accrued interest in connection with these notes in the accompanying condensed financial statements.
Advances from Related Party
During the year ended October 31, 2023, HNO Green Fuels advanced the Company $190,000. These advances were non-interest bearing and due on demand. On October 31, 2023, the full amount of $190,000 had been repaid.
Due from Related Party
The Company loaned money to HNO Hydrogen Generators, a related party whose CEO is also the Chairman of the Company's Board of Directors. As of October 31, 2023 and October 31, 2022, the Company had a receivable of $56,392 and $56,392, respectively, from HNO Hydrogen Generators. This receivable is unsecured, non-interest bearing, and due on demand. The Company expects to collect the receivable amount.
| F-11 |
NOTE 10 – SIMPLE AGREEMENT FOR FUTURE EQUITY
On July 10, 2023, the Company entered into a Simple Agreement for Future Equity (the “SAFE”) with Varea, Inc. ("Varea"), a Delaware corporation. Pursuant to the SAFE, the Company is investing $500,000.00 (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 this SAFE, the Company had an existing financial arrangement with Varea LLC, whereby Varea LLC invoiced the Company for services rendered, which were recorded as expenses by HNOI. However, recognizing the potential for a more mutually beneficial arrangement, Varea Inc. proposed a revised approach. Under the newly proposed approach, Varea Inc. would submit a detailed budget outlining their anticipated monthly expenses, and HNO International, Inc. would view these expenses as an investment opportunity rather than mere costs. In exchange for funding Varea Inc.'s expenses, HNO International, Inc. would receive a post-money SAFE, which represents a future right to certain shares of Varea's Capital Stock. The transition from the previous invoicing system to the investment-based financial arrangement was agreed by both parties. The terms and conditions of the agreement, including the conversion of expenses into a potential future return on investment, were thoroughly assessed and discussed.
The balance of the SAFE on October 31, 2023, was $103,821.
NOTE 11 – PROPERTY ACQUISITION
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 is $10,800,000. The Company paid a non-refundable earnest money deposit of $100,000, which will be applied towards the purchase price if the sale proceeds as planned.
Specific conditions in the PSA were not met, and the Company had the option to terminate the PSA and the $100,000 earnest money deposit was returned by TCF Elrod, LLC to the Company subsequent to the year ended October 31, 2023. See Note 12 – Subsequent Events.
NOTE 12 – SUBSEQUENT EVENTS
Subsequent to the year ended October 31, 2023, the Company issued shares of common stock under Regulation A for cash totaling $74,500.
Subsequent to the year ended October 31, 2023, the Company sold shares of common stock under Regulation A offering to various shareholders for cash totaling $50,000. The shares have not yet been issued by the transfer agent as of the date of this filing.
Subsequent to the year ended October 31, 2023, the Company issued shares of common stock under Regulation A for stock payables received during the year ended October 31, 2023.
Subsequent to the year ended October 31, 2023, there were developments related to the Company's property acquisition, as disclosed in Note 11:
Termination of Purchase and Sale Agreement (PSA): The specific conditions outlined in the Purchase and Sale Agreement (PSA) with TCF Elrod, LLC, dated August 28, 2023, were not met. Consequently, the Company exercised its option to terminate the PSA.
Earnest Money Deposit: In connection with the terminated PSA, the refundable earnest money deposit of $100,000, previously paid by the Company to TCF Elrod, LLC, was returned subsequent to the year ended October 31, 2023.
Extension of Promissory Notes:
On January 17, 2024, the Company entered into an Extension to Promissory Note (the "1st Extension") with HNO Green Fuels, pursuant to the terms set forth in the 1st Extension. The 1st 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 "2nd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 2nd Extension. The 2nd 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 "3rd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 3rd Extension. The 3rd 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.
| F-12 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
We have had no changes in or disagreements with our accountants. None of our principal independent accountants have resigned or declined to stand for re-election.
ITEM 9A. CONTROLS AND PROCEDURES.
As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being October 31, 2023. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report for the reasons discussed below.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of October 31, 2023 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013). As a result of this assessment, management concluded that, as of October 31, 2023, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending October 31, 2024: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting, which are included within disclosure controls and procedures, that occurred during our fiscal quarter ended October 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
| 41 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
Our bylaws state the number of the directors of the Company shall be determined by resolution of the Board of Directors. The Board of Directors currently consists of three (3) directors who are expected to hold office until our next meeting of the shareholders. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified, or his earlier death, resignation or removal. Officers are elected by and serve at the discretion of the Board of Directors.
The following table sets forth information regarding our executive officers, directors and significant employees, including their ages as of the date of this Report:
The names of our director and executive officers as of the date of this Report, their respective ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.
| Name | Age | Position | Term in Office |
| Paul Mueller | 67 | President, Chief Executive Officer and Secretary | August 22, 2022 to present |
| Hossein Haririnia | 71 | Treasurer and Director | Treasurer from August 22, 2022 to present Director from December 22, 2022 to present |
| Donald Owens | 71 | Chairman of the Board of Directors | April 30, 2021 to present |
| William Parker | 59 | Director | December 22, 2022 to present |
Professional Experience
The biographies of each executive officer below contain information regarding the person’s service as an executive officer, business experience, director positions held currently or at any time during the last five years, and information regarding involvement in certain legal or administrative proceedings, if applicable.
A description of the principal occupation for the past five years and summary of the experience of the directors and officers of the Company is as follows:
Paul Mueller – CEO and President
Paul Mueller brings over 30 years of experience in the Aviation, Aerospace, and Defense industries, holding CEO and P&L leadership positions since 2007. Paul has served as President and CEO for HNO International since August, 2022. Prior to joining HNOI, Paul established and ran Excel Business Coaching and Consulting, Inc from June, 2019 through August 2022. Paul was as CEO of AirTech, Inc. (June through October 2018), a $95M revenue business operating special mission surveillance aircraft in support of government missions. Prior to AirTech, Paul served as the Vice President of Government Solutions at Bristow Group (from June 2015 to August 2017), where he created and implemented a new business diversification strategy, generating a $1.5B revenue pipeline.
Earlier in his career, Paul served as the Vice President for a $1.2B revenue division of Raytheon (from July 2011 to August 2013). He served as Vice President and General Manager of a Division of ITT Electronic Systems (from June 2007 to July 2011). He grew the business from a $65M revenue company – which was operating at a loss – to $750M revenue with 30% operating margin in just 36 months. Paul started his career as a U.S. Marine Corps Infantry Officer where he learned his team building and leadership skills, a cornerstone of his success.
Hossein Haririnia - MBA, CPA, CGFM – Treasurer and Director
Hossein Haririnia has overseen the financial functions of HNO International, Inc. since October 2021. On August 22, 2022 he was appointed Treasurer and on December 22, 2022 he was appointed as a member of the board of directors. In his current capacity he provides technical assistance to the President on corporate-level decision-making. Before that, as a Chief Financial Officer, he managed financials for for-profit and nonprofit organizations. He also assisted in budget and cost proposal presentations for companies in countries, including Iran, Turkey, Dubai, Azerbaijan, and China.
| 42 |
Mr. Haririnia has managed multi-million dollar budget preparations for government entities such as NASA, the US Department of Labor (DOL), and the US Department of Transportation(DOT). He has supervised a team of accounting staff and has served as an auditor and fraud examiner.
Donald Owens – Chairman of the Board of Directors
Donald Owens founded HNO Green Fuels, Inc. on June 5, 2011, and has been serving as its Chairman and President from June 2011 to the present. As Chairman and President of HNO Green Fuels, Inc. Mr. Owens creating a customized hydrogen solution for reducing emissions in internal combustion engines and secured 19 US patents and 3 International Patents for this technology. HNO Green Fuels, Inc. is an affiliate of HNO International, Inc. Mr. Owens, appointed Chairman of the Board of Directors of HNO International, Inc. on April 30, 2021, continues to actively serve in this capacity.
Previously, in the late 1990s, Mr. Owens’ was Chairman and CEO of Business Internet Systems. In July 1998, he launched a first-of-a-kind online platform that serviced the major business card printing needs of the US Congress, Branches of The Executive Office, and The Department of State. He was also actively involved in early web and networked database optimization for massive clients such as the US Census Bureau. He began his career in 1985 as a patent attorney for Western Electric and Bell Labs after attaining his law degree from Georgetown University. He received an engineering degree at General Motors Institute (now Kettering University).
William Parker – Director
William Parker has spent 28 years in the ATM industry with vast ATM technology knowledge and IT/Communications experience it totals over 39 years combined. After attending The University of the District of Columbia on an athletic scholarship majoring in Electronic/ Computer Engineering, he continued his education at an Electronic Technology Certified School developed by George Washington University (TEC – Technical Education Center). As the Principal and Co-Founder of Alliant ATM Services (May 2, 2002 to present), Mr. Parker oversees the business operations of the company and is responsible for the ATM Service & Maintenance division, business development and project installation scheduling and coordination. Alliant ATM Services, is a certified minority-owned Corporation located in Annapolis, MD that specialize in the placement, installation, service and sell of cash dispensing Automated Teller Machines (ATMs) as well as Merchant Credit Card Services in the Washington DC Metropolitan Area. Alliant ATM Services is built on a solid foundation of vision, integrity, and honesty and is an Independent Sales Organization (ISO/ESO) and recently has become partnering agents with Alliant Merchant Services. William brings his tireless drive and work ethic to the business creating both opportunity and vision.
Term of Office
Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year until the meeting of the Board following the annual meeting of shareholders and until their successors have been elected and qualified.
Legal Proceedings
During the past ten years there have been no events under any bankruptcy act, no criminal proceedings and no provision for income taxesjudgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors or executive officers, and none of these persons has been madeinvolved in any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, or any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.
Family Relationships
There are no family relationships between any of our directors and executive officers.
Significant Employees
We do not have any significant employees other than our current executive officers named in this Report.
| 43 |
Board Leadership Structure and Risk Oversight
The Board oversees our business and considers the risks associated with our business strategy and decisions. The Board currently implements its risk oversight function as a whole. Each of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.
Committees
Our board of directors has not yet established any committees.
Code of Business Conduct and Ethics
Our Board plans to adopt a written code of business conduct and ethics (the “Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.
ITEM 11. EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION
The table below summarizes all compensation paid to our named executive officers for the United States. years ending October 31, 2023 and October 31, 2022.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | ||||||||
Paul Mueller, President, CEO and Secretary(1) Year Ended October 31, 2023 | 125,000 | 250 | 125,250 | ||||||||
| Year Ended October 31, 2022 | 40,000 | - | 40,000 | ||||||||
Hossein Haririnia, Treasurer and Director(1)(4) Year Ended October 31, 2023 | 170,500 | 250 | 170,750 | ||||||||
| Year Ended October 31, 2022 | 114,000 | - | 114,000 | ||||||||
Donald Owens Chairman of the Board of Directors (2)(3) Year Ended October 31, 2023 | - | - | - | ||||||||
| Year Ended October 31, 2022 | - | - | - |
| (1) | On August 22, 2022, we accepted the resignations from Wilhelm Cashen as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and member of the Board of Directors. Effective on the same date to fill the vacancies created by Mr. Cashen’s resignations, we appointed Paul Mueller as our President, Chief Executive Officer and Secretary. Also, on this date, Hossein Haririnia was appointed Treasurer. |
| (2) | On December 1, 2021, we accepted the resignation from Donald Owens as our President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. |
| (3) | On April 30, 2021, we accepted the resignation from Douglas Anderson as our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors. Effective on the same date to fill the vacancies created by Mr. Anderson’s resignations, we appointed Donald Owens as our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors. |
| (4) | On December 22, 2022, the Board of Directors appointed Hossein Haririnia to the Board of Directors effective as of December 22, 2022. |
Director Compensation
The table below summarizes all compensation paid to our directors who are not also named executive officers for the year ended October 31, 2023.
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| Name | Fees Earned or Paid in Cash ($) |
Stock Awards ($) | Total ($) | ||||||||
William Parker Director Year Ended October 31, 2023 | - | 100 | 100 |
Equity Awards
As of October 31, 2023, there were no outstanding equity awards.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information as of January 29, 2024, as to shares of our shares of common stock beneficially owned by: (1) each person who is known by us to own beneficially more than 5% of the 429,433,085 (419,433,085 common plus 10,000,000 preferred) shares. The table includes preferred stock that is convertible into common stock and information as to the ownership of our stock by each of its directors, named executive officers, and executive officers and by the directors and executive officers as a group. There were no stock options outstanding as of January 29, 2024. Except as otherwise indicated, all shares are owned directly, and the persons named in the table have sole voting and investment power with respect to shares shown as beneficially owned by them.
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.
| Name and Address (1) | Number of Shares Beneficially Owned | Class | Percentage of Class (2) |
| Officers and Directors | |||
Paul Mueller CEO, President and Secretary | 250,000 -0- | Common Stock Series A Preferred Stock | * -- |
Hossein Haririnia Treasurer and Director | 10,250,000 -0- | Common Stock Series A Preferred Stock | 2.44% -- |
Donald Owens (Chairman of the Board of Directors) | 275,000,000 10,000,000 | Common Stock Series A Preferred Stock | 65.57% 100% |
William Parker Director | 5,100,000 -0- | Common Stock Series A Preferred Stock | 1.22% -- |
| All Named Executive Officers, Executive Officer and Directors as a Group (4 persons) | 290,600,000 10,000,000 | Common Stock Series A Preferred Stock | 69.28% 100% |
| 5% Principal Stockholders | |||
| HNO Green Fuels, Inc. (3) | 115,000,000 | Common Stock | 27.42% |
* Less than 1%
| (1) | Unless otherwise noted, the address of the reporting person is c/o HNO International, Inc., 41558 Eastman Drive, Suite B, Murrieta, CA 92562. |
| (2) | Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this report. |
| (3) | Address: 42309 Winchester Road, Temecula, CA 92590. Donald Owens has voting and dispositive control over HNO Green Fuels, Inc. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Certain Relationships and Related Transactions
Notes Payable, Related Party
On November 19, 2021, we issued a note payable in the amount of $20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of December 19, 2022. The Company agreed to issue 20,000,000 shares of its common stock for settlement of the $20,000 note payable dated November 19, 2021 to HNO Green Fuels. The note matured on December 19, 2022 and was settled in full on December 26, 2022 with the issuance of these shares. The shares are ‘restricted securities’ under Rule 144 and the issuance of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended.
On December 1, 2021, the Company issued a note payable in the amount of $500,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum. During the year ended October 31, 2023, $65,000 of principal was repaid. At October 31, 2023, there is $435,000 of principal and $19,199 of accrued interest due on this note. This note had a maturity date of January 1, 2023.
On May 31, 2022, the Company issued a note payable in the amount of $590,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of May 31, 2030.
On September 29, 2022, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of September 29, 2022.
On October 20, 2022, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and had a maturity date of October 20, 2023.
On March 1, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 1, 2024.
On March 8, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 8, 2024.
On March 23, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of March 23, 2024.
On April 3, 2023, the Company issued a note payable in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 3, 2024.
On April 13, 2023, the Company issued a note payable in the amount of $20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 13, 2024.
On April 17, 2023, the Company issued a note payable in the amount of $30,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum and has a maturity date of April 17, 2024.
Extension of Promissory Notes:
On January 17, 2024, the Company entered into an Extension to Promissory Note (the "1st Extension") with HNO Green Fuels, pursuant to the terms set forth in the 1st Extension. The 1st 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 "2nd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 2nd Extension. The 2nd 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.
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On January 17, 2024, the United Kingdom and its functional currencyCompany entered into an Extension to Promissory Note (the "3rd Extension") with HNO Green Fuels, pursuant to the terms set forth in the 3rd Extension. The 3rd 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.
Director Independence
We use the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the British Pound. As such,company or any other individual having a relationship which, in the opinion of the Company’s earningsBoard, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:
| · | the director is, or at any time during the past three years was, an employee of the Company; |
| · | the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service); |
| · | the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the Company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions; |
| · | the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or |
| · | the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit. |
Under such definitions, we have no independent directors. However, our Common Stock is not currently quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, we are not subject to the tax law of the United Kingdom, generally subjectany director independence requirements.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Fees related to a statutory small companies rate of 22%. Operations in the UK resulted in zero taxable incomeservices performed by BF Borgers CPA PC for the years ended October 31, 20092023 and 20082022, respectively, were as follows:
| 2023 | 2022 | ||
| Audit Fees | $60,000 | $60,000 | |
| Audit-Related Fees | 0 | 0 | |
| Tax Fees | 0 | 0 | |
| All Other Fees | 0 | 0 | |
| Total | $60,000 | $60,000 |
Pre-Approval Policies
The Board's policy is to pre-approve all audit services and therefore no provision for income taxes has been made forall non-audit services before they commence, including the United Kingdom.
| October 31, | October 31, | |||||||
| 2009 | 2008 | |||||||
| Net deferred tax assets - Non-current: | ||||||||
| Expected income tax benefit from NOL carry-forwards | $ | 1,116,839 | $ | 856,047 | ||||
| Less Valuation Allowance | (1,116,839 | ) | (856,047 | ) | ||||
| Deferred tax assets, net of valuation allowance | $ | - | $ | - | ||||
During the consolidated statements of income
| For the Year Ended | ||||||||
| December 31, | December 31, | |||||||
| 2009 | 2008 | |||||||
| United States statutory rate | 15.00 | % | 15.00 | % | ||||
| United Kingdom statutory rate | 22.00 | % | 21.00 | % | ||||
| Indian statutory rate | 30.09 | % | 30.09 | % | ||||
| Increase (reduction) in income taxes resulting from: | ||||||||
| Net Operating Loss (“NOL”) carry-forwards | (67.09 | )% | (67.09 | )% | ||||
| Effective Income Tax Rate | 0.0 | % | 0.0 | % | ||||
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
a. The accompanying consolidatedfollowing documents are filed as part of this annual report on Form 10-K:
1. FINANCIAL STATEMENTS
The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Audited Balance Sheets on October 31, 2023 and 2022
Audited Statements of Operations for the years ended October 31, 2023 and 2022
Audited Statement of Stockholders' Deficit for the years ended October 31, 2023 and 2022
Audited Statements of Cash Flows for the years ended October 31, 2023 and 2022
Notes to Audited Financial Statements
2. FINANCIAL STATEMENT SCHEDULES
All financial statementsstatement schedules have been prepared assuming the Company will continueomitted as a going concern. For the period since October 27, 2005 (date of inception) through October 31, 2009, the Company has had a cumulative net loss of $4,963,818. The Company had a working capital deficit of $488,359 at October 31, 2009. As of October 31, 2009, the Company hasthey are not emerged from the development stage. In view of these matters, the ability of the Company to continue as a going concern is dependent upon the Company's ability to generate additional financing. Since inception, the Company has financed its activities principally from the use of advances from shareholders to pay for its operations. The Company intends on financing its future development activities and its working capital needs largely from the issuance of stock through a merger with a public company, until such time that funds provided by operations are sufficient to fund working capital requirements. There can be no assurance that the Company will be successful at achieving its financing goals at reasonably commercial terms, if at all.
3. EXHIBITS
The exhibits listed below are filed with or incorporated by reference in this annual report on Form 10-K.
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||
| 3.1 | Articles of Incorporation filed May 2, 2005 | S-1 | 333-275193 | 3.1 | 10/27/23 | |||||||
| 3.2 | Certificate of Amendment filed March 5, 2009 | S-1 | 333-275193 | 3.2 | 10/27/23 | |||||||
| 3.3 | Certificate of Change filed March 5, 2009 | S-1 | 333-275193 | 3.3 | 10/27/23 | |||||||
| 3.4 | Certificate of Amendment filed April 8, 2010 | S-1 | 333-275193 | 3.4 | 10/27/23 | |||||||
| 3.5 | Certificate of Amendment filed June 4, 2020 | S-1 | 333-275193 | 3.5 | 10/27/23 | |||||||
| 3.6 | Certificate of Amendment filed August 31, 2021 | S-1 | 333-275193 | 3.6 | 10/27/23 | |||||||
| 3.7 | Certificate of Amendment filed January 6, 2023 | S-1 | 333-275193 | 3.7 | 10/27/23 | |||||||
| 3.8 | Certificate of Designation (Series A Preferred Stock) filed October 14, 2019 | S-1 | 333-275193 | 3.8 | 10/27/23 | |||||||
| 3.9 | Amendment to Certificate of Designation (Series A Preferred Stock) filed November 10, 2021 | S-1 | 333-275193 | 3.9 | 10/27/23 | |||||||
| 3.10 | Amended and Restated Bylaws | 1-A | 024-12194 | 1A-2B | 4/14/23 | |||||||
| 10.1 | Patent Purchase Agreement dated January 24, 2023 | 1-A | 000-56568 | 1A-6 | 4/14/23 | |||||||
| 10.2 | Purchase and Sale Agreement with TCF Elrod, LLC dated August 28, 2023 | 10-Q | 000-56568 | 10.2 | 9/14/23 | |||||||
| 10.3 | Equity Financing Agreement with GHS dated October 9, 2023 | S-1/A | 333-275193 | 10.3 | 10/27/23 | |||||||
| 10.4 | Registration Rights Agreement with GHS dated October 9, 2023 | S-1/A | 333-275193 | 10.4 | 10/27/23 | |||||||
| 10.5 | Promissory Note, dated December 1, 2021, between HNO International, Inc. and HNO Green Fuels, Inc. | S-1/A | 333-275193 | 10.5 | 12/19/23 | |||||||
| 10.6 | Promissory Note, dated May 31, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. | S-1/A | 333-275193 | 10.6 | 12/19/23 | |||||||
| 10.7 | Promissory Note, dated September 29, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. | S-1/A | 333-275193 | 10.7 | 12/19/23 | |||||||
| 10.8 | Promissory Note, dated October 20, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. | S-1/A | 333-275193 | 10.8 | 12/19/23 | |||||||
| 10.9 | Promissory Note, dated March 1, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. | S-1/A | 333-275193 | 10.9 | 12/19/23 | |||||||
| 10.10 | Promissory Note, dated March 8, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. | S-1/A | 333-275193 | 10.10 | 12/19/23 | |||||||
| 10.11 | Promissory Note, dated March 23, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. | S-1/A | 333-275193 | 10.11 | 12/19/23 | |||||||
| 10.12 | Promissory Note, dated April 3, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. | S-1/A | 333-275193 | 10.12 | 12/19/23 | |||||||
| 10.13 | Promissory Note, dated April 13, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. | S-1/A | 333-275193 | 10.13 | 12/19/23 | |||||||
| 10.14 | Promissory Note, dated April 17, 2023, between HNO International, Inc. and HNO Green Fuels, Inc. | S-1/A | 333-275193 | 10.14 | 12/19/23 | |||||||
| 10.15 | Extension to Promissory Note, dated December 1, 2021, between HNO International, Inc. and HNO Green Fuels, Inc. - Executed January 17, 2024 | 8-K | 000-56568 | 99.1 | 1/23/24 | |||||||
| 10.16 | Extension to Promissory Note, dated September 29, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. - Executed January 17, 2024 | 8-K | 000-56568 | 99.2 | 1/23/24 | |||||||
| 10.17 | Extension to Promissory Note, dated October 20, 2022, between HNO International, Inc. and HNO Green Fuels, Inc. - Executed January 17, 2024 | 8-K | 000-56568 | 99.3 | 1/23/24 | |||||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.1* | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.2* | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL, and included in exhibit 101). |
* Furnished, not filed.
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ITEM 16. FORM 10-K SUMMARY.
None.
SIGNATURES
In November 2009, we issued 4,645,000 shares of our common stock to consultants.
By: /s/ Paul Mueller Name: Paul Mueller Title: President and Chief Executive Officer (Principal Executive Officer) | ||
By: /s/ Hossein Haririnia Name: Hossein Haririnia Title: Treasurer (Principal Financial and Accounting Officer) | ||
In accordance with the requirements of the Securities Exchange Act, of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the datesdate indicated.
| SIGNATURE | TITLE | |||
By: /s/ Paul Mueller Paul Mueller | President and Chief Executive Officer (Principal Executive Officer) | January 29, 2024 | ||
By: /s/ Hossein Haririnia Hossein Haririnia | Treasurer and Director (Principal Financial and Accounting Officer) | January 29, 2024 | ||
By: /s/ Donald Owens | Chairman of the Board of Directors | |||
By: /s/ William Parker William Parker | Director | January 29, 2024 |
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