UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

WASHINGTON, D.C. 20549


FORM 10-K

(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 ORor 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31 2009


, 2023

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

Commission file number: 333-130286


Clenergen Corporation
File Number: 000-56568

HNO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


NevadaNevada20-2781289
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
  
Bath House 
8 Chapel Place

4115 Eastman Drive, Suite B

Murrieta, California

92562 
London, United KingdomEC2A 3DQ
(Address of principal executive offices)(Zip Code)

Registrant’s

(951) 305-8872

(Registrant's telephone number, including area code: +44 (0) 20773900289


code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act: None


Title of each classTrading Symbol(s)Name of each exchange on which registered
N/AN/AN/A

Securities registered pursuant to sectionSection 12(g) of the Act: Common Stock, $.001 par value


Par Value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨Nox

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨Nox

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 No ¨

1

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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¨ (Do not check if a smaller reporting company)x
Smaller reporting company   x
Emerging Growth Company   ¨

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

Indicate by check mark whether the registrant 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


As of March 15, 2010,

State the registrant had 91,586,013 shares of its common stock issued and outstanding.


The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter can not be determine as no active trading market forquarter. Approximately $16,338,419 on April 30, 2023.

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 419,433,085 outstanding shares of March 12, 2010.Common Stock.

Documents incorporated by reference: None.

TABLE OF CONTENTS

Page
PART I
Item 1.Business5
Item 1A.Risk Factors10
Item 1B.Unresolved Staff Comments20
Item 2.Properties20
Item 3.Legal Proceedings20
Item 4.Mine Safety Disclosures20
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities20
Item 6.[Reserved]36
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations37
Item 7A.Quantitative and Qualitative Disclosures About Market Risk39
Item 8.Financial Statements and Supplementary Data39
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure41
Item 9A.Controls and Procedures41
Item 9B.Other Information41
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections41
PART III
Item 10.Directors, Executive Officers and Corporate Governance42
Item 11.Executive Compensation44
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45
Item 13.Certain Relationships and Related Transactions and Director Independence46
Item 14.Principal Accountant Fees and Services47
PART IV
Item 15.Exhibits, Financial Statement Schedules50
Item 16.Form 10-K Summary50
Signatures50
3

DOCUMENTS INCORPORATED BY REFERENCE

None



Introductory Comment - Use of Terminology

Throughout this Annual Report on Form 10-K, the terms the “Company,” “we,” “us” and “our” refers to Clenergen Corporation and, unless the context indicates otherwise, our subsidiaries, including Clenergen Corporation Limited (UK) (“Limited”), Clenergen India Private Limited (“Clenergen India”) and Clenergen Biopower Corporation (“CBC”), on a consolidated basis.

Unless otherwise indicated, all monetary amounts are reflected in United States Dollars and, when referenced to a specific date, converted at the currency exchange rate as of the close of business on such date, as reported by the Wall Street Journal.

Note Regarding Forward-Looking Statements

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:

our ability to raise capital to finance our growth and operations, when needed and terms advantageous to us;
the ability to manage growth, profitability and the marketability of our products and services;
general economic and business conditions;
the effect on our business of recent credit-tightening throughout the world;
the impact of developments and competition within the fossil fuels and alternative energy industries;
adverse results of any legal proceedings;
the impact of current, pending or future legislation and regulation on the fossil fuels and alternative energy industries, including, but not limited to, changes in zoning and environmental laws and regulations;
our ability to maintain and enter into relationships with suppliers, vendors or contractors of acceptable quality of goods and services on terms advantageous to us;
changes in foreign currency exchange rates;
political and government changes in the countries (including local and regional governments) in which we operate;
the volatility of our operating results and financial condition;
our ability to attract and retain qualified senior management personnel; and
the other risks and uncertainties detailed in this Form 10-K and, from time to time, in our other filings with the Securities and Exchange Commission.

Readers of this Annual Report on Form 10-K should carefully consider such risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause our actual results to differ materially from those provided in forward-looking statements. Readersuncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements contained in this Form 10-K. We do not undertake any obligation to publicly update or revise any forward-looking statements we may makefor many reasons, including the risks described in this Form 10-K and other filings we make with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

The following discussion and analysis of financial condition and results of operations is based upon, and should be read in conjunction with our audited financial statements and related notes thereto included elsewhere whether as a result of new information, future events or otherwise.


2


in this Form 10-K.

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:

Item 1.Business.·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.

Summary

Clenergen Corporation

·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.

5

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.


We intend to address the needs of a cleaner, greener planet with an environmentally sound and sustainablegenerate green hydrogen-based clean energy generation system, which issolutions to help businesses and communities decarbonize in compliance withthe near term.

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.


After significant research and development, we have developed a program to:
produce high-density, short-rotation biomass crops on a commercial scale at a cost of production competitive with the price of coal (measure in energy terms – MMBtu) using a proprietary integrated farming model, and
to produce power, steam, hydrogen, transport fuel, fertilizers, pesticides, chemicals and other important products through advanced gasification and steam technologies.


These factors give us reasonable assurance that none of our power projects stand exposed to the vagaries of the market prices and supplies of feedstocks.

Energy from Biomass

Bioenergy is renewable energy delivered from any organic material from plants or animals. Sources of bioenergy are called “biomass” and include agricultural and forestry residues, municipal solid wastes, industrial wastes and terrestrial and aquatic crops grown solely for energy purposes. Biomass is an attractive petroleum alternative because it is a renewable resource that is more evenly distributed over the Earth’s surface than finite energy sources, and may be exploited using more environmentally friendly technologies.
3


Current and Planned Projects

Our projects are grouped by geographic location. Our current and proposed projects are located in India, Ghana, Guyana, Philippines and Southern Africa. We cannot give any assurances that these projects and contracts under negotiation will be successful.

India

We intend to establish green field projects internally by building,processes, as well as externally through the acquisition of, biomass power plants in India that will generate electricity utilizing gasification, combustion steam and anaerobic digestion technologies.

We have executed a long-term, fifteen year power purchase agreement with Power Trading Corporation of India Limited (“PTC”) for our sale and supply to PTC of 71 megawatts per hour (“MWe”) of energy, which is the quantum of power that is estimated as available for export after providing for captive consumption. The contract provides flexibility as to when the supply of power needs to commence and provides a guaranteed base price of $0.06 per kilowatt hour. The supply price could rise to $0.14 per kilowatt hour as a result of the trading price of electricity. The contract is to commence once we apply for open access with the Tamilnadu State Electricity Board where the biomass power plants have been installed.

We intend to operate a number of biomass power plants in India that will generate electricity utilizing gasification, combustion steam and anaerobic digestion technologies. Our initial plans for operations in India include operating three power plants; the first to be located in Tirunelveli, Tamilnadu, the second in Salem, Tamilnadu and the third in Channai, Tamilnadu. The biomass power plants will be managed and operated by direct employees of Clenergen India Private limited. We have employed senior electrical and chemical engineers to oversee the hiring of staff required to maintain and operate the power plants.

We plan on erecting and operating, through our Clenergen India Private Limited a 32 MWe gasification based biomass power plant in Tirunelveli, Tamilnadu. This power plant scheduled to be on-line by the last quarter of 2011. Tirunelveli is located approximately 8 kilometers (5 miles) from Tuticorin, one of the twelve major sea ports of India located on the southeastern coast of India. The site of the proposed plant is situated approximately 30 kilometers (18.5 miles) from the lands we intend to develop as the plantations to supply the feedstocks for the biomass power plant. The site is off a main highway and is easily accessible. We already have leased 800 acres of land for such plantations and the lessor has provided us with an option for an additional 3,200 acres in the same region.production of chemicals and materials. We believealso develop energy systems that complement the feedstock cultivated onzero-emissions infrastructure, reduce harmful emissions such combined 4,000 acres will generate approximately 70%as black carbon and other greenhouse gasses, and cut maintenance costs of the biomass requirement for the power plant to operate at maximum capacity. We believe that the balance of land required to supply biomass for the plant to operate at maximum capacity (2,400 acres) is available within close proximity of the leasedcommercial diesel fleets. Our designs and optioned properties.

The initial biomass to be used in the Tuticorin plant will be derivedintegrates components from Prosopis Julia Flora, an invasive species of bush grown throughout Southern India. Prosopis Julia Flora has a low moisture content that requires no additional drying facilitiesleading industry partners in order to transition fossil fuels to cleaner burning alternatives which promote lower emissions.

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.

4


expected revenues of $2,500,000 over next 12 months. We have leased ten acresalso identified and contracted a second location for hydrogen production in Lancaster, California. We are in the hydrogen infrastructure business. Over the next 12 months we will identify another 10 - 15 locations to continue to build Hydrogen production locations, with expected expenditures of land in Tirunelveli with existing foundation work suitable for use as storage spaceapproximately $20,000,000 over the next 12 months and constructionexpected revenues of $35,000,000 - $45,000,000 over the next 12 months.

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.


Clenergen India entered into an agreement in December 2009 to acquire a 1.5 MWe anaerobic digestive biomass power plant site located in Salem, Tamilnadu. The site includes ten acres of land and a power evacuation facilities substation onsite. Such substation will allow us access to the national power grid with limited transmission loss. The purchase price for the site, power plant and other facilities is $1.65 million. The power plant is a turnkey, fully operational facility which generates electricity through an anaerobic digestion process using chicken litter as the feedstock. Biogas is released and fed to GE Genbacher engines to generate electricity. The byproduct of this anaerobic digestion process is chicken litter compost (38.6 US tons per day) which can be processed to produce organic fertilizerfirst 10 Hydrogen Carbon Cleaners for sale to third parties or usedcustomers in our biomass plantations. We intendmid-January 2024. After demonstrating the technology to fund this acquisition through sale of [minority] interestsprospective customers, we will take orders and schedule deliver in Clenergen India. Our plans30 - 60 days after a customer order. These materials for the Salem, Tamilnadu plant include increasing the power plant’s capacity by an additional 8.5 MWe of power through expansion (by 6.5 MWe)these items have already been paid for out of the anaerobic digestion facilitycurrent budget.

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.


We have, through Clenergen India, submitted an offerwe are marketing it to acquire an 18 MWe combustion steam power plant located approximately 40 kilometers (25 miles) east of Chennai, India. Channai, formerly Madras, is a city of over 4.5 million people located in the State of Tamilnadu. We offered a purchase pricecustomers for the plant of $20 million, subjectdelivery to technical and financial due diligence. Clenergen India has received an offer of debt financing in the amount of $13 million from Axis Bank, Chennai, on terms acceptable to us. The power plant is a turnkey, fully operational facility that has existing supply contracts for biomass as well as clients for the purchase of electricity under short term power purchase agreements. It is our intention to lease 6,700 acres within close proximity to the site in order to cultivate our own biomass supplies, which we believe will significantly reduce our feedstock costs. The balance of the funds required for this acquisition, which we estimate will total approximately $7 million, will be raised through the sale of minority interests in Clenergen India. We anticipate the closing of the purchase of the Chennai plant to occur in May 2010. However, no assurance can be given that our offer will be accepted by the current plant owner or that we will be able to sell minority interests in Clenergen to raise the non-bank loan portion of the purchase price on terms advantageous to us, or on any terms whatsoever.

5


We have entered into license and research and development agreements with Star Biotechnology Limited (“Star Biotechnology”) and Arbour Technologies Pty Ltd. (“Arbour Technologies”) with respect to feedstock for our operations. We understand that Star Biotechnology and Arbour Technologies are related companies. Star Biotechnology is the owner of intellectual property relating to technology which enables the polyplodal adaptation of plant and other organic matter, specifically allowing for the alteration of the genetic make-up of an organism, such as trees and bushes, which allows for the organism being genomically adapted for specific purposes. Under the license agreement, Star Biotechnology has licensed to us, on an exclusive basis for the territories of India and Sri Lanka, the right to modify Paulownia species utilizing such intellectual property for exploitation within the power generation industry, provided that such modification efforts are conducted by Arbour Technologies. Under the research and development agreement, Arbour Technology is to produce a new species of Paulownia, climatic- and soil-suitable for cultivation by us in the licensed territories, utilizing existing mother stock owned by Arbour Technologies. The license agreement guarantees a minimum 28% increase in growth from the application of polyploidisation to the mother stock and does not involve genetic engineering. No genetic engineering is utilized (no foreign DNA is introduced), as polyploidy technologies replicate naturally occurring evolutionary events with the process only being hastened through science. Under the research and development agreement, Arbour Technologies is to supply us with 18,000 saplings, which we anticipate will be delivered to uscustomers in the second quarter 2010. We intend to conduct high density trials on a sampling of such delivered saplings at various locations in Tamilnadu. We are required to pay Star Biotechnology a onetime licensing fee of $500,000, as well as annual maintenance fees based on acreage planted with saplings originating2024.

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.


We have entered into Memorandum of Agreement with Enhanced Biofuels and Technologies India Private Limited (“EBTI”), which is owned by Dr. and Mrs. Arumughan, to form Biomass2Biopower (QA) Limited (“Bm2Bp”) for further research in increasing the growth patterns of indigenous species of trees (Eucalyptus, Casuarinas and Vanashree), as well as developing proprietary pesticides and fertilizers for use on our plantations worldwide. We believe that, under controlled agronomy practices, potential yields of biomass feedstock can be increased by an additional 20-30%. We further believe that BM2Bp will generate revenue from the sale of propriety fertilizers and pesticides to Clenergen’s plantation operations worldwide as well as provide plant science, nursery and agronomy training services from a scientific Board of Advisors consisting of 36 distinguished scientists from ten universities in the USA, India and Europe. Dr. Arumugam, Chief Group Science Director of EBTI, was a pioneer of D1 Oils Jatropha breeding programs. Dr. Selvamurthy, Chief Controller of the Indian Defenses Research and Development Organization (DRDO) holds the position of our Chief Scientific Advisor. EBTI has planted 100 acres of short rotation high density crops which will be ready for viewing as of March 2010.

Other recent developments with respectNote 3 to our projects in India include:

Weaudited financial statements, at October 31, 2023, we had a deficit of $41,609,945 and have entered into a Memorandum of Agreement with Growmore Biotech of Bangalore Limited (“GBB”) for GBBnot been able to supply 100,000 trees per week of micro-propagated Beema Bamboo, Paulownia and Vanashree trees. Growmore Biotech were vested 1 million Clenergen Corporation shares (valued at $1.00 per share), in return for a discount of 30% to market value. Each sapling will be uniform, disease resistant, and asexual, therefore a non invasive species and fire retardant.

We have entered into an engagement letter with a leading Indian merchant bank for a possible public offering of minority interests in and debt securities of Clenergen India. We intend to utilize the net proceeds of such equity and debt offerings to purchase equipment, retain plantation management, finance the upgrade of the capacity of the Salem, Tamilnadu anaerobic digestion power plant, acquire the Chennai combustion steam power plant, construct the Tirunelevi, Tamilnadu combustion steam or gasification technology based power plant and pay the set up costs of plantations on the land under lease.
6

We anticipate continuing to rely on sales of our stock and borrowings in order to continuegenerate sufficient cash from operating activities to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities on terms advantageous to us, or on any terms.

Ghana

We have conducted a detailed feasibility study regarding the cultivation of Beema Bamboo in Ghana as feedstock for the purpose of increasing the domestic supply of electricity to the country’s national electric grid, as well as supplying an uninterrupted supply of biomass for us in generating renewable electricity to a large mining operation. We have entered into an agreement to install a 56 MWe combustion steam power plant in Ghana. We plan on entering into an agreement with the government of Ghana for the purpose of financing for the installation of the power plantongoing operations and purchase of land suitable for the cultivation of Beema Bamboo as a biomass feedstock.

We are at an advanced stage of negotiating an agreement with a large mining company located in Ghana, pursuant to which we would install a 36 MWe biomass power plant onsite. It is our intention to lease 8000 acres of land in order to cultivate our own feedstock for use at the proposed power plant.

We have signed a memorandum of agreement for the supply of up to approximately 317,000 US tons per annum of bamboo wood chips (biomass) at an average price of $45.35 per ton. The contract will become effective one month prior to the commissioning of a biomass power plant and would remain in force for a minimum two year period, until such time we commence harvesting of our own cultivated biomass feedstock for use at the 36 MWe power plant.


We have entered into a 5,000 acre sub lease for land located in Guyana (South America). We retain the right to sub lease an additional 145,000 acres of contiguous savannah lands located next to a river port with full barge loading facilities to export from the port. GCI selected Guyana after reviewing 29 other countries for the cultivation of Paulownia. They have developed an elite strain which is suitable for tropical climates. We anticipate applying a tree adaptation process to the Guyana mother stock in order to increase the growth by up to 40%, as well as conducting trials on Beema Bamboo in this region. Spacing trials of 1,000 and 2,000 trees per acre have already commenced. The transportation costs to the port are projected be at a very competitive price for export to the UK and USA markets. We have consulted with several major coal-fired and biomass power plants located in Europe who are currently anticipating collectively ordering 6.6 million tons of wood pellets over the next four years. We believe that current commodity price index provide a clear indication between the shortage of supply and demand. We plan to enter into a supply agreement for approximately 200,000 tons of wood chips or wood pellets in order to raise project financing for commencing cultivation on the 5,000 acres of land under lease, we anticipate entering into a non binding off-take (supply agreement) for wood pellets by September 2010.

We are in the early stages of testing GCI's wood chips with proven gas-to-liquid technology in view of possibly licensing this technology for use in our proposed operations in Guyana with the anticipation of future export of ASTM standard transport fuels (heating and mechanical) to the USA.
7


Philippines

We have signed a memorandum of agreement with the National Power Corporation (the “NPC”) to install biomass power plants on certain small islands as designated by NPC. NPC owns and operates the transmission lines on a majority of the islands of the Philippines where, we believe, the supply of diesel (for power generation) is unreliable and cost prohibitive. The memorandum contemplates that a detailed feasibility study will be conducted in partnership with NPC, following which a 2 MWe gasification biomass power plant will be installed on a designated island. We are conducting field trials of Beema bamboo at three separate locations in the Philippines, in order to establish the feasibility of supplying biomass to existing coal fired power generation plants which are required by law to reduce the carbon emissions by no less than 20% by 2015.

Southern Africa

We have entered into an agreement for the purpose of installing gasification biomass power plants to support mining operations in the copper belt of Zambia, along with the cultivation of Beema Bamboo in Mozambique as a source of feedstock for export to existing power plants located in South Africa and India.

Biomass/Feedstock Type, Supply and Source

Our scientific tree adaptation process is applied to strains of tree species, where plant stock is genetically pre-screened for specific chromosomes. Once identified, the selected trees are entered into an active breeding program. This process enables the creation of duplicate sets of chromosomes, where the gene clusters are bred specifically to adapt to certain environmental or physical conditions, resulting in a 28-40% increased growth rate. We have licensed this technology and hold exclusive rights in certain territories to this technology.

A unique feature of our business model is the application of the tree adaptation process on the proprietary feedstock plants. We have identified two fast growing species of tree and another species of grass to which we apply our proprietary tree adaptation process to rapidly increase their growth rate by 28% to 40%, for the purpose of producing an economically viable source of feedstock/biomass for use in generating a renewable source of electricity.

One is a species of grass named “Beema Bamboo” which has been developed and test planted for our company by Growmore Biotech Limited (“GBL”) of Hosur, Tamilnadu. Results, which have been validated, indicate a yield of over 66 tons per acre per year after four years of cultivation on a planting density of 1,000 plants per acre with a dedicated a system of water irrigation. The harvestable yield is available from the second year of its planting (averaging 22 tons) and the greatest benefit this species can provide is its ability to sprout an average of ten shoots every year from the third year of its planting. This species of bamboo can be considered as perennial with a life span of over 50 years. Beema Bamboo can be grown in a variety of soil conditions where fertilization can supplement the nutrients needed for its growth. Ideally, a wet tropical climate is the most suitable for growth.

The second species of trees, native to China and parts of Asia, is called “Paulownia.” Georgia Caribbean International Limited (Guyana) has specialized in this species of trees since 1991 and has over 500 acres in Guyana under cultivation. As a result of breeding, the Guyana plantation has developed an elite strain of Paulownia which offers excellent mother stock for our projects in India as well as other locations. Extensive research has been done on this species of trees and records indicate that this tree can potentially yield a biomass equivalent of over 44 tons every year. The tree can be coppiced at least eight times which means that for nine years no re-plantation is required and the tree would re-grow back from its stump with multiple shoots being generated from its first coppicing. Upon completion of our tree adaptation process, we will be required to raise additional funds through public or private financing or other arrangements until we are able to raise revenues to a point of positive cash flow.

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.

8


The third species of tree is a clone from the Melia Dubia species of trees and is native to India. We refer to this tree as “Vanashree.” It can be cultivated in any type of soil condition and, like Paulownia, and requires four liters of water per day. The tree grows to 40 feet high by year 2 and each tree weighs on average 85 kilograms. Based on a density of 1,700 trees per acre, a Vanashree tree will yield 156 tons of wet biomass every two years and can be coppiced five times over a 10-year period. The moisture content is higher than Paulownia and Beema Bamboo; however, after drying, we project an average yield of 44 tons per annum. Currently weworld are conducting trials on 20 acres of land in Tamilnadu India in partnership with Enhanced Biofuels and Technologies Limited.

We have tested the biomass of these species tree and grass for their thermal characteristics and gasification efficiency and all have proven to be highly graded biomass materials with calorific values of between 4,000 and 5,000 Kcal/Kg.

In addition to the yields of biomass available from traditional cultivation when applying plant science to the mother stock of Paulownia and Vanashree through a process named polyploidisation, there is a rapid increaseinvesting in the ratedevelopment of hydrogen refueling infrastructure to support the growth of the trees that results is an increased yield of biomass per acre 12 months after its application.

Our application of polyploidy technology to selected strains of tree species is achieved through a selective breeding process where plant stock is genetically pre-screened for specific polyploidy chromosomes. Once identified, the selected treesFCEV market.

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.


Importantly, the resulting enhanced photosynthetic process enables the trees to consume larger quantities of carbon creating a carbon “sink” as they grow faster and more efficiently produce and release oxygen into the atmosphere. Polyploidisation is a scientific process first discovered in the 1970s which is well established in the agri-food business, having been successfully used to encourage faster rates of growth in common crops such as corn, wheat, barley, rice sugarcane, cotton and sorghum. The technology has only recently been applied to the forestry industry, the successful application of which has increased the biomass yield and shortened growing times in eucalyptus, willow and poplar tree varieties.

Our company and Growmore Biotech Limited have entered into an agreement under which GBI will apply the polyploidisation process on the mother stock of Paulownia supplied from Guyana. This mother stock will be supplied by both us and GBI. GBI also will carry out tests in association with the Madurai Kamaraj University to determine the most suitable process and agronomical practices to increase their biomass yield an by additional 28% on special strains of Paulownia in the first stage and Beema Bamboo in the second stage. GBI will also provide micro-propagated saplings of its elite strain of Beema Bamboo for mass cultivation in Tamilnadu and Karnataka, as well as a polyploidy mother stock of Marjestica for our plantations in Ghana and Guyana. GBI employs over 100 full time biotechnologists and can produce 100,000 micro-propagated, asexual, disease resistant saplings per week. Pursuant to the terms of this agreement, we are required to pay GBI per micro-propagated plant that they supply and issue an aggregate of 1,000,000 restricted shares of our common stock in exchange for a 30% discount on the price of each sapling produced.
9


We have also entered into a License and Research and Development Agreement with Star Biotechnology Limited and Arbour Technologies Limited with respect to supplying us with a polyploidy mother stock of Paulownia for field trials on three parcels of land in Tamilnadu, India. Pursuant to this agreement, we have been granted an exclusive license for the process and know-how for the modification of Paulownia strains supplied by Arbour Technologies for use in power generation solely in India and Sri Lanka. Arbour Technologies is a leading organization in the field of polyploidisation and its work has been verified by the Queensland and Brisbane Universities to quantify the increased growth of its Paulownia as a result, have a larger number of applyingstations available.

According to a report by MarketsandMarkets, the polyploidy process.


Gasification Technology

Pyrolysis gasificationglobal hydrogen refueling station market size was valued at USD 1.7 billion in 2020 and is projected to reach USD 7.5 billion by 2025, at a chemical combustion process by which hydrocarbons or organic materials are converted into gas using a large reactor or “cracker,” combiningCAGR of 34.5% during the forecast period.[1]

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.


Electricity is generated from the use of proven gasification technology which disintegrates the biomass and releases syngas which provides the source of power for gas turbine generators or can be burned to erase all tar and release steam as a source of power for steam turbine generators, depending upon the technology chosen. Its high levels of efficiency and energy conversion creates a consistent source of electricity production without generating any carbon emissions from the process. As a result, the fossil fuel displacement value of the energy produced generates a carbon emission credit (“CER”), which value can be applied towards offsetting the cost of electricity production.

We have sourced, identifiedbuilding and tested an efficient systemmaintaining hydrogen stations, lack of power generation using gasification technology and power generation through both gas and steam turbine generators from various manufacturers located in India, Europe, the USA and South Africa. Working and proven installations exist worldwide (including Sassol in South Africa). The technology chosen has a modular design units of 2-, 4-or 8MW which create the most efficient economies of scale, and its modular design allowslack of hydrogen production facilities, have hindered the market’s growth.

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.

7

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.


The technologygreen hydrogen market is not subjectrapidly growing, and companies need a reliable source of clean energy to the climatic variables associated withmeet this demand.

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.


In addition, since gasification produces a syngascarbon footprint of hydrogen production. This is becoming increasingly important as more companies seek to adopt clean energy solutions and carbon monoxide, it isreduce their environmental impact.

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.

10


The Company has received an unsolicited offer to license small gasification power plants (1engine cleaning industry. Hydrogen can is currently used for Internal Combustion Engine (“ICE”) decarbonization and 2 MWe) from Ankur Scientific Energy Technologies Private Limited, which currently has over 100 installations operational in Indiamaintenance prevention market through manufacturing hydrogen carbon cleaning equipment for engine service providers.

We, as a technology company, have been actively developing and overseas.


Market Analysis

Merrill Lynch estimatesintegrating hydrogen technologies that at the end of 2007, the global power shortage was 350 Gigawatts (350k MW), with almost 1/3 of that coming from India alone. Merrill Lynch further projects that figure to rise to 1 terawatt by 2018. The International Energy Agency (IEA) hascan effectively reduce diesel engine emissions and maintenance requirements. By using hydrogen, our technology can significantly reduce harmful emissions such as particulate matter, nitrogen oxides, and carbon dioxide, while also predicted that global energy demand will rise by 60% by 2030.improving engine performance and extending engine life.

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.


Major Customers

We plan to commence full scale operation of the 1.5 MW anaerobic digestive biomass power plant facility near Salem, Tamilnadu in March 2010. We have the opportunity to sell the electricity generated directly to customers under short-term contracts or to Power Trading Corporation of India Limited under the 71 MWe contract signed in March 2009. We plan to commence full scale operation of the 10 MW combustion steam biomass power plant in May 2010. We believe that, over the past three years, there has been a strong demand by a range of companies to purchase electricity from the power plant under short term power purchase agreements at an average price of $0.16 per kilowatt hour.

Future installations of biomass power plants in India will supply electricity directly to Power Trading Corporation Limited PTC where we will receive an average weighted price of $0.14 per KW/h. In order to sell directly to PTC, we will have to pay open access and wheeling charges to the State of Tamilnadu where the power is being generated. PTC forward sells the electricity under both short and long term contracts with its customer base located throughout India. Currently PTC retains 60% of the market share for the sale of electricity under short term power contracts.

It is our intent to commence testing of biomass with petcoke (60/40 ratio) and coal dust (75/25 ratio) as a source of fuel foridentify new and or existing power plants. Coal India Limited and Mangalore Refineries and Petrochemicals Limited are both target customersopportunities, as well as sourcesstrategic partnerships and collaborations with key players in our target markets.

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.


In Ghana,diesel fleet operators.

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:

PraxairAir Products and ChemicalsLinde
Air LiquideMesser GroupBOC
Air GasMatheson Tri-gasAdvanced 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.


In the Philippines, many of the islands relyemerging requirements for clean energy generation.

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.


Eskom Holdings Limited, the generator of 95% of electricity used in South Africa and 45% of electricity used in Africa, has have come under increasing pressure to purchase power from IPPs as a result of severe power shortages in South Africa, along with the various neighboring countries to whom Eskom are under long term contracts to supply electricity. For decades, Eskom have maintained a monopoly over the transmission and generation of electricity, however now the market has opened up and tariff rates increased in view of attracting IPP’s to establish power plants in South Africa. As in the other regions where we propose to operate, our potential major customers are the mining companies.
11


Competition

The alternative energy industry is widespread and highly competitive. Numerous entities in the United States and around the world compete with us in producing and distributing energy from renewable resources, including ethanol, biodiesel and biomass. We face, and expect to continue to face, competition from entities to the extent that they develop products similar or identical to ours. We also face, and expect to continue to face, competition from entities that provide alternative energy solutions from renewable resources other than biomass, such as solar, hydroelectric and wind energy producers.

Many of our competitors have substantially greater capital resources and more experience in research and development, manufacturing and marketing than we do. We may have difficulty competing with larger, more established producing companies. These companies have much greater financial, technical, research, marketing, sales, distribution, service and other resources than us. Moreover, they may offer broader product lines, services and have greater name recognition than we do, and may offer discounts as a competitive tactic.

no carbon footprint. We are an advanced-stage development companyinnovator in this emergent marketplace. While we are a market leader, there are a few early competitors in green hydrogen, such as Nel, Plug Power, ITM Power, and Nikola.

We, alternatively, either teams or competes with these green hydrogen companies, depending on the specific market opportunity.

8

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.


The backward integration of supply feedstock from our own designated plantations, where we will be planting short rotation high yielding energy crops using the species of tree has attracted significant media attention worldwide. We believe this business model will provideengineering industries. This expertise gives us a competitive advantage over other biomass power producing companiesin developing and offering high-quality products that meet customer demands.

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.


The technologies for producing electricity from biomassprotecting the environment and for commercializing those technologiesensuring our business operations are evolving. Technological developments may resultconducted environmentally.

[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.


We are currently undertaking laboratory tests with suppliers of technology where the biomass is converted into a liquid format (either through the use of catalysts or combustion) and then distilled to produce pyrolsis oil. Currently, pyrolysis oil is used as heating oil or as a fuel for heavy equipment. We believe that this technology will continue to evolve to a standard where the oil generated from the biomass will be suitable for distribution as a renewable diesel, jet fuel and gasoline. Pyrolsis oil requires no modifications to existing fossil fuel refining operations to be blended with fossil fuels and since its origination is from biomass and is carbon neutral.

12


Compliance with Government Regulation

In each region in India where we plan to install a biomass power plant, we are required to enter into an agreement with the State Electricity Board in order to gain “Open Access” to the natural electric grid. On average, the charge for Open Access is 0.05% of the volume of electricity produced. Under current statutory laws in India, 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.

Subsidiaries

As of March 15, 2010, our subsidiaries consisted of the following:

Company Name
Place of
Incorporation
Percentage
Ownership
Direct Parent Corporation
Clenergen Corporation Limited (UK)United Kingdom100%Clenergen Corporation
Clenergen India Private LimitedIndia99.99%Clenergen Corporation Limited (UK)
Clenergen Biopower CorporationFlorida, USA
19%(1)
Clenergen Corporation

(1)Mark Quinn, our President and Chief Executive Officer, and Jessica Hatfield, our Executive Vice President, each own 16% of Clenergen Biopower Corporation.

Clenergen Foundation Trust

Business has the power to benefit local and global communities and to this end we have formed The Clenergen Foundation, an independent trust dedicated to social health, education, conservation and long-term rural development. Our immediate goal is to assist and inspire individuals and organizations to preserve natural resources at a local level, building a collective environmental awareness among people of all economic backgrounds for a more sustainable future. To facilitate this, we anticipate that each region will have its own company-sponsored foundation and that each foundation will be managed under the direction of Jessica Hatfield, our Executive Vice President.

A Deed of Trust for the Clenergen Foundation was filed on October 22, 2009 in India. The foundation is engaged in three active programs:

Tamilnadu medical camps (India)

We anticipate establishing a small medical mobile centre in the Tamilnadu region, servicing the plantation work force and local villages in various communities across the region under the direct supervision of Dr T.S Regimon and Jessica Hatfield.

Once we commence commercial operation of our Tuticorin, Tamilnadu biomass power plant (scheduled for the 2011), we intend to install a permanent medical centre to provide medical services for plantation workers, power plant operators and their families,patent, as well as local villagers.
13


JAT-in-a-Box Project (Africa)

We are involved in revitalizing unwanted land through the cultivation of Jatropha Curcus Lynn seeds, creating valuable employment and a sustainable source of biomass feedstock for our business. We supply all the requirements to cultivate one hectare of Jatropha, including providing locals with “all-in-the boxes,” each containing elite breed seeds, pesticides, fertilizer, growing medium, tools and an agronomy manual. Once emptied, each box can be turned into a fully functional beehive, providing beeswax and honey to supplement the local community’s income.

Stingless Bee Honey Project for the Amazon Rainforest Dwellers

Our stingless beekeeping project offers a sustainable and rewarding income stream to the Caboclos Forest Dwellers in the Amazon region, reducing the need to leave the region and live in urban slums.

Employees

Currently, we have 14 paid employees. We also are currently relying on 22 consultants, who are or have been compensated through fees and issuances of shares of our common stock. We anticipate that the number of employees will increase significantly over the next 12 month period as power plants are acquired and we commence cultivation on our feedstock plantations. None of our employees are members of any labor union and we consider our labor relationships to be good.

We engage contractors from time to time to consult with us on specific affairs or to perform specific tasks.

Intellectual Property

The licensing of the polyploidy technology will provide us with the opportunity to file for proprietary intellectual property and plant breeding rights to the two species of tree (Paulownia and Melia Dubia) , which upon completion of filing will be named Majestica and Vanashree. The process of polyploidisation results in a new DNA strain being generated, creating a new species of tree. We intend to file for IP rights upon completion of the application and trials currently taking place in India. We will file for IP rights in each and every country where our biomass feedstock is cultivated.

We have entered into an agreement for the design and production of fertilizers and pesticides specifically for use with the biomass feedstocks we intend to cultivate in the various regions in which we intend to conduct our power plant and feedstock cultivation operations. We believe that up to 20% additional growth can be gained from the correct application of fertilizers and pesticides. Once test results from trials are complete, we will be able to apply for IP rights for such products within the country where they are manufactured.

The name “Clenergen” and logo have been trademarked and filed under the trademark laws of the United Kingdom.

its status.

COUNTRYAPPLN NOPatent NumberTITLESTATUS

 

 

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.

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:

14


Risks Related toabout our Business

We have incurred net losses since commencing business. We have had no revenues through our fiscal year ended October 31, 2009 (our “2009 Fiscal Year”). We had a net loss of $3,891,123 for the period from October 27, 2005 (date of inception) to October 31, 2008. We had a net loss for the year ended October 31, 2009 of $1,072,695. As the commercialization of power from biomass is a new business, we may experience problems, difficulties, complications and delays typical for companies such as ours.

While we believe that our 1.5 MWe anaerobic digestive biomass power plant in Salem, Tamilnadu and proposed operations in Turicorin, Tamilnadu will generate revenues and be self-sustaining, no assurance can be given that we will recognize any profits from our operations or company-wide net income any time in the future.

Our ability to continue as a going concern isconcern. Such factors identified in substantial doubt.

The abilitythe report are our accumulated deficit since inception, our failure to attain profitable operations, the excess of liabilities over assets, and our companydependence upon obtaining adequate additional financing to pay our liabilities. If we are not able to continue as a going concern, is dependent on achieving profitable operations, commercializing our biomass production technology and obtaining the necessary financing in order to increase the cultivation of biomass within the regions identified and construction of power plants to generate revenue from the generation and sale of electricity. The outcome of these matters cannot be predicted at this time. Our future operations are dependent on the market’s acceptance of our products in order to ultimately generate future profitable operations, and our ability to secure sufficient financing to fund future operations. There can be no assurance that our products will be able to secure market acceptance. Management plans to raise additional equity financing to enable our company to complete our development plans. However, there can be no assurance that we will be successful in raising additional financing. Our financial statements do not include any adjustments that might result from the outcome of these uncertainties.investors could lose their investments.

10

We have a limited operating history, which makes it difficult to evaluate our financial position and our business plan.


The company is at the development stage of commercial operations in India, and at an early stage of business development in Guyana, Ghana, Philippines and Southern Africa. Accordingly, there ishistory.

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.


We may need to obtain a significant amount of additional debt and/or equity capital to commence building and commercialization of the power plants and biomass plantations described in this Annual Report on Form 10-K, which we may not be able to obtain on advantageous terms or at all.

We will require additional capital to fund our business and development plan, including the development and/or construction of our biomass/gasification plants and expansion of our designated biomass plantations in the regions of operation. In addition, once these plants have been constructed, we will have to fund the start-up operations of these plants until, if ever, the plants generate sufficient cash flow from theirrevenue to continue operations.

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.

15


We have limited financial and management resources to pursue our growth strategy.

Our growth strategy may place a significant strain on our management, as well as operational and financial resources. We have negative cash flow from operations and continue to seek additional capital. We will have to obtain additional capital either through debt or equity financing to continue our research and development strategies and the commercializationjudgment of our technologies. Thereofficers and directors and their experience in developing businesses. We can bemake no assurance, however,assurances that we will be able to obtain suchsufficient financing on terms advantageous to our company, if at all.

Ifor implement successfully the business plan we raise additional funds through the issuance of equity or convertible securities, these new securities may contain certain rights, preferences or privileges that are senior to those of our common shares. Additionally, the percentage of ownership of our company held by existing shareholders will be reduced.

We will be dependent on third parties for expertise in the design and construction of our biomass power plants and any loss or impairment of these relationships could cause delay and added expense.

The number of engineering and construction firmshave devised. Further, even with the necessary expertise to design and build large scale biomass gasification plants (over 2 MWe) and their available capacity is limited. For gasification power plants under 2 MWe in capacitysufficient financing, there are two major suppliers based in India who retain the capacity to manufacture such units upon demand. There exists a competitive market place for the design and build out of combustion steam power plants, thereby eliminating the risk of not having available the capacity to construct large scale gasification power plants (over 2 MWe). We will be dependent on our relationships with third parties for engineering and construction expertise. Any loss of, or damage to, these relationships, particularly during the construction and start-up period for the plant(s), may significantly delay the commissioning of the power plants. The time and expense of locating new consultants and contractors could result in unforeseen expenses and delays. Unforeseen expenses and delays may reduce our ability to generate revenue and significantly damage our competitive position in the industry. We have secured local supplies of wood chips to offset any shortfall in supply of wood chips from designated feedstock plantations, thereby eliminating the risk of not having feedstock to produce electricity.

We will be highly dependent upon contractors to design and build our biomass/gasification plants. The failure to retain contractors on terms not adverse to our interests and/or the failure of any of such contractors to perform at the levels expected by us could have a material adverse affect on our operations and financial condition. . It is our intention to employee the current engineers and support staff of the 1.5MWe and 18MWe biomass power plants, under the same terms and conditions of employment as provided by their previous employers.

We will be required to hire and retain skilled technical and managerial personnel.

Our success depends in large part on our ability to attract, train, motivate and retain qualified management and skilled employees, particularly managerial, technical, agronomists, technicians, and other critical personnel. Any failure to attract and retain the highly-trained managerial and technical personnel may have a negative impact on our operations, which would have a negative impact on our future revenues. There can be no assurance that we will be able to operate our business on a profitable basis. We can make no assurances that our projected business plan will be realized or that any of our assumptions will prove to be correct.

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.

11

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.

12

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.

16


We are dependent uponbusiness, prospects, financial condition and operating results. Our success depends, at least in part, on our officers for managementability to protect our core methodology and direction,intellectual property. To accomplish this, we will rely on a combination of intellectual property, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to establish and protect our rights in our technology. Patent, trademark, and trade secret laws vary significantly throughout the lossworld.  

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.

13

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.


Construction delays or defectsand could result in delays in our proposed future production and sale of energy from biomass and negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

15

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.


Construction projects often involve delayscondition, liquidity, and results of operations.

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.

16

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.


Besides using biomass supplied directly from our plantations to fuel our power plants, we may generate alternative revenue through the sale of biomass feedstock to third party power plants and/or sell our cultivated two species of tree and grass as timber for either the construction or paper and pulp industries.

Our proposed plant sites, including our future plants, may have unknown environmental problems that could be expensive and time consuming to correct which may delay or halt plant construction and delay our ability to generate revenue.

Liability costs associated with environmental cleanups of contaminated sites historically have been very high as have been the level of fines imposed by regulatory authorities upon parties deemed to be responsible for environmental contamination. If contamination should take place for which we are deemed to be liable, potentially liable or a responsible party, the resulting costs could have a material effect on our financial position and results of operations. We believe that this risk is mitigated by our program of supplying organic fertilizer and pesticides to each location where we are cultivating trees and/or bush for the purpose of biomass and is further reduced through the use of gasification technology which does not emit any harmful gases and is considered carbon neutral.

We may encounter hazardous conditions at or near each of our proposed facility sites that may delay or prevent construction or operation of a particular facility. If we encounter a hazardous condition at or near a site, work may be suspended and we may be required to correct the condition prior to continuing construction or further production. The presence of a hazardous condition would likely delay or prevent construction of a particular facility and may require significant expenditure of resources to correct the condition. If we encounter any hazardous condition during construction, estimated sales and profitability may be adversely affected.
17


Changes in environmental regulations or violations of the regulations could be expensive and hinder our ability to operate profitably.

We are and will continue to be subject to extensive air, water and other environmental regulations and will need to maintain a number of environmental permits to construct and operate our power producing plants. If for any reason, any of these permits are not granted, construction costs fortrading market could negatively affect the plants may increase, or the plants may not be constructed at all. Additionally, any changes in environmental laws and regulations could require us to invest or spend considerable resources in order to comply with such new laws and regulations. Violations of these laws and regulations could result in liabilities that affect our financial condition and the expense of compliance alone could be significant enough to reduce profits.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market pricevalue of our common stock and make it difficult or impossible for you to sell your shares.

There is currently no active public market for shares of our stockholders to resell their shares.


common stock and one may never develop. Our common stock is quoted on the OTC Bulletin Board serviceMarkets. The OTC Markets is a thinly traded market and lacks the liquidity of certain other public markets with which some investors may have more experience. We may not ever be able to satisfy the listing requirements for our common stock to be listed on a national securities exchange, which is often a more widely-traded and liquid market. Some, but not all, of the Financial Industry Regulatory Authority (“FINRA”). Trading infactors which may delay or prevent the listing of our common stock quotedon a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able to secure market makers for our common stock; and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our common stock listed. Should we fail to satisfy the initial listing standards of the national exchanges, or our common stock is otherwise rejected for listing, and remains listed on the OTC Bulletin BoardMarkets or is often thin and characterized by wide fluctuations insuspended from the OTC Markets, the trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange,could suffer and trading of securities quoted on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a stock exchange. Accordingly, shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading ofmarket for our common stock may be restricted by the SEC’s pennyless liquid and our common stock regulations and FINRA’s sales practice requirements, whichprice may limit a stockholder’s abilitybe subject to buy andincreased volatility, making it difficult or impossible to sell shares of our common stock.

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.

17

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.

18
18


In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, FINRA has adopted rules that require that, in recommending an investment to

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.


Other Risks

Trends, Riskscommon 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 Uncertainties

in anticipation of which the 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 raise 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.

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.

Our executive

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.


We also maintain an office in Chennai through our Clenergen India Private Limited Company.  We lease approximately 800 square feet at this location at a rental cost of $1,500 per month.  This lease renews automatically on an annual basis.  We believe these facilities are adequate for our current needs in India and that alternative facilities on similar terms would be readily available if needed.

We have leased and submitted a lease deposit for 800 acres of land located near Tuticorin, Tamilnadu, India.  The lease will be for a minimum 25 year period and requires a one time payment of $80,000 prior to the commencement of clearing and cultivation.  There will be no annual lease cost for this land [other than the costs of normal maintenance and taxes.]

We have leased ten acres of land with existing foundation structures in Tirunveli, Tamilnadu as the site where we will commence construction of the 32 MWe biomass power plant.  The lease is for a minimum 25 year period and the annual lease cost for the entire ten acres is $38,500.

We have leased 5,000 acres of land in the Republic of Guyana, with an option to lease an additional 145,000 acres.  The Company will be paying $55,000 per year over 10 years.

19

near-term future needs.

Item 3.Legal Proceedings.

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.Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of the security holders during the year ended October 31, 2009.
20


business, financial condition and operating results. 

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

PART II


Item 5.Market for Common Equity and Related Stockholder Matters.

Penny Stock Rules

The Securities and Exchange Commission (the “SEC”) has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange).

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.


The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which:

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’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
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 price;
contains a toll-free telephone number for inquiries on disciplinary actions;
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
contains such other information and is in such form (including language, type, size and format) as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

the bid and offer quotations for the penny stock;
the compensation of the broker-dealer and its salesperson in the transaction;
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules.  Therefore, stockholders may have difficulty selling their securities.

21


Market Information

Our common stock has been listed for quotation on the Over-the-Counter Bulletin Board since November 15, 2006.  However, there were no reported quotations for our common stock prior to August 3, 2009.  The trading symbol for our common stock is “CRGE.”  The following table, based on information provided by Stockwatch, sets forth the range ofquarterly high and low bids for our common stock, based onbid prices as reported by OTC Markets. Limited trading volume has occurred during these periods. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

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 

Transfer Agent

Shares

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.


Holders

At March 15, 2010, there were 121 holders of recordwe do not expect to declare or pay dividends on shares of our common stock.  We estimate that there are approximately 200 beneficial owners of our common stock.

Dividend Policy

We have never paid cash dividends on our capital stock and do not anticipate paying cash dividends infor the foreseeable future. We currently intend to retain earnings, if any, future earnings for reinvestment into finance the development and expansion of our business. AnyOur future determination to pay cash dividendsdividend policy will be atsubject to the discretion of our board of directors and will be dependentdepend upon our future earnings, if any, our financial condition, results of operations, capital requirements and other factors deemed relevant factors.

We have not adopted any equity compensation plans

Unregistered Sales of Equity Securities

by the board.

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.


22


Effective November 5th , 2009, we issued 12,500 shares ofregistrar, for our common stock to a consultant, in considerationis Pacific Stock Transfer Co. The transfer agent’s address is 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119 and its telephone number is (702) 361-3033.

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 offeringyear ended October 31, 2023:

DateNameConsiderationSecuritiesExemption from Registration
12/22/22Donald Owens Cash20,000,000Rule 506 (b) of Regulation D
12/26/22HNO Green Fuels Debt Extinguishment20,000,000Section 4(a)(2)
12/30/22Donald Owens Cash80,000,000Rule 506 (b) of Regulation D
1/11/23Hossein Haririnia Cash2,000,000Rule 506 (b) of Regulation D
1/13/23Donald Owens Cash75,000,000Rule 506 (b) of Regulation D
1/17/23William Parker Cash5,000,000Rule 506 (b) of Regulation D
1/2/23Jasmine Louis Services500,000Section 4(a)(2)
1/2/23Greg Heller Services250,000Section 4(a)(2)
1/2/23Paul Mueller Services250,000Section 4(a)(2)
1/2/23Hossein Haririnia Services250,000Section 4(a)(2)
1/2/23William Parker Services100,000Section 4(a)(2)
1/2/23Kristina Mabry Services75,000Section 4(a)(2)
1/2/23Brian Hill Services250,000Section 4(a)(2)
1/2/23Malachi Smith Services75,000Section 4(a)(2)
1/2/23Saad Hasan Services75,000Section 4(a)(2)
1/2/23Alison Bedwell Services75,000Section 4(a)(2)
1/2/23Misty Pommier Services75,000Section 4(a)(2)
1/2/23Fernando Godinez Services25,000Section 4(a)(2)
1/2/23Gio Alpuente Services25,000Section 4(a)(2)
1/24/23Donald OwensPatent Purchase Agreement5,000,000 shares of Series A PreferredRule 506 (b) of Regulation D
1/31/23Donald Owens Cash100,000,000Rule 506 (b) of Regulation D
21

6/9/23Hossein Haririnia Cash8,000,000Rule 506 (b) of Regulation D
5/20/23Raquel A Williams Cash1,000Regulation A
5/22/23Thornal Adams Cash1,000Regulation A
5/17/23Carl M Agard Cash1,000Regulation A
5/18/23Angeline M Alexander Cash5,000Regulation A
5/20/23Wesley Clifford Allen Cash2,000Regulation A
5/16/23Berthe S. Alleyne Cash2,000Regulation A
5/18/23Aaron Anthony Alli Cash1,000Regulation A
5/16/23Phyllis Ann Alston Cash250Regulation A
5/22/23Juliette Alston Cash1,000Regulation A
5/29/23Vernell Alston Cash1,000Regulation A
5/28/23Jasmine Alvarez Cash1,000Regulation A
5/16/23Christopher Anderson Cash500Regulation A
5/22/23Treddis D. Anderson Cash1,000Regulation A
5/23/23Treddis D. Anderson, Jr. Cash1,000Regulation A
5/16/23Jerome Armstead Armstead Cash2,000Regulation A
5/22/23Ashley Chantal Armstead Cash1,000Regulation A
5/18/23Jerome Armstead Cash3,000Regulation A
5/20/23Kitambra Mcshay Baker Cash1,000Regulation A
5/26/23Deniece Carolyn Baker Cash1,000Regulation A
5/23/23Darius Barnes Cash1,000Regulation A
5/23/23Heather Ingrid Beckno Cash1,000Regulation A
5/22/23Taylor Alonzo Belden Cash1,000Regulation A
5/18/23Lenore P. Bell Cash1,500Regulation A
5/24/23Broderick Dennis Bellow Cash1,000Regulation A
5/18/23Joel Benjamin Cash2,000Regulation A
5/16/23Joel Benjamin Cash300Regulation A
5/17/23Kevin Bens Cash1,000Regulation A
5/16/23Jennifer J. Berry Cash500Regulation A
5/25/23Michael J. Bishop Cash5,600Regulation A
5/16/23Danny Ray Bouie Cash250Regulation A
5/23/23Danny Ray Bouie Cash1,000Regulation A
5/22/23Philip Bowman Cash10,000Regulation A
5/17/23Lashaunda S. Bradley Cash250Regulation A
5/31/23Willie Bradshaw Cash10,000Regulation A
5/17/23Monica Marie Brewer Cash1,000Regulation A
5/16/23Willie Cal Brown Cash250Regulation A
5/24/23Keith Burleigh Cash1,000Regulation A
5/20/23Brian Paul Burrage Cash1,000Regulation A
5/16/23Brian Byrd Cash250Regulation A
5/22/23Greg Byrd Entertainment LLC c/o Gregory S Byrd Cash1,000Regulation A
5/23/23Sharon Hardy Caddle Cash2,000Regulation A
5/26/23Sharon Hardy Caddle Cash1,800Regulation A
5/31/23Sharon Hardy Caddle Cash1,200Regulation A
5/18/23Julio Cesar Campos Cash5,000Regulation A
5/16/23Alfred Eugene Carroll Cash250Regulation A
5/18/23Annette Chase Cash1,000Regulation A
22
 Effective November 17, 2009, we issued 100,000 shares of our common stock pursuant to a stock purchase agreement for total consideration of $50,000.  These shares

5/25/23Eldridge Louis Chism, Jr. Cash1,000Regulation A
5/24/23Carlise T. Choate Cash1,000Regulation A
5/18/23Chukwudi Nwokedi Chukwuelue Cash1,000Regulation A
5/17/23Judith Christine Clarke Cash1,000Regulation A
5/20/23Zinger Clausell Holley Cash1,000Regulation A
5/29/23Chalina Y. Clemons Cash10,000Regulation A
5/23/23Tina Maria Clonts Cash2,000Regulation A
5/31/23Anita J. Clonts Cash2,000Regulation A
5/23/23Anita Clonts Cash1,200Regulation A
5/31/23Lorna N. Cole Cash10,000Regulation A
5/16/23Simone Turia Coleman Cash5,000Regulation A
5/16/23Simone Turia Coleman Cash5,000Regulation A
5/16/23Joe Richard Condrey Cash5,000Regulation A
5/16/23Arthur Lee Conway Cash500Regulation A
5/20/23Keith Ryan Cortesini Cash1,000Regulation A
5/16/23Samuel Austin Cutler Cash25,000Regulation A
5/17/23Samuel Austin Cutler Cash74,999Regulation A
5/22/23Samuel Austin Cutler Cash10,001Regulation A
5/16/23Tammy M. Davis Cash5,000Regulation A
5/16/23Nicola Natoya Davis Cash250Regulation A
5/23/23Nicola Natoya Davis Cash1,000Regulation A
5/24/23Marcus Hampton Davis Cash2,000Regulation A
5/24/23Lesa Deed-ross Cash1,500Regulation A
5/20/23Shamar Delsol Cash1,000Regulation A
5/17/23Dawn Monique Devega Cash1,000Regulation A
6/1/23Rhonda E. Dunlap Cash1,000Regulation A
5/17/23Charmaine Easley Cash1,000Regulation A
5/16/23Edward Ederaine Cash450Regulation A
5/22/23Edward Ederaine Cash1,000Regulation A
5/30/23Edward Ederaine Cash1,000Regulation A
5/24/23Adam David Eidson Cash10,000Regulation A
5/17/23Armando Ernesto Ellis Cash20,000Regulation A
5/19/23Aj Ellis Cash1,500Regulation A
5/18/23Daniel Louis Erber Cash1,000Regulation A
5/16/23Joni V. Evans Cash5,000Regulation A
5/18/23John Earl Fann Cash1,000Regulation A
5/24/23Quenton Farr Cash2,000Regulation A
5/18/23Anaise Margarlis Ferguson Cash4,000Regulation A
5/17/23Brian Fifer Cash1,000Regulation A
5/24/23Jerry Robin Finin Cash1,100Regulation A
5/26/23Nancy Flemming Cash1,000Regulation A
5/23/23Jane Vinoya Flores Cash1,000Regulation A
5/22/23Kachan A. Forbes Cash1,000Regulation A
5/20/23Dwight Mcneal Ford Cash1,000Regulation A
5/23/23Dwight Mcneal Ford Cash2,000Regulation A
5/18/23Faytesha Maureen Gay Cash10,000Regulation A
5/17/23Charles Allen Gibson Cash10,000Regulation A
5/16/23Tyrell J. Gibson Cash250Regulation A
5/21/23Deric Adolphus Gilliard Cash1,000Regulation A
5/17/23Thad Gittens Cash1,000Regulation A
23

5/21/23Thad Michael Gittens Cash1,500Regulation A
5/21/23Thad Michael Gittens Cash1,000Regulation A
5/21/23Thad Michael Gittens Cash1,500Regulation A
5/22/23Thad Michael Gittens Cash1,000Regulation A
5/16/23Kenneth M. Givens Jr Cash300Regulation A
5/22/23Ramanathan Gnanadesikan Cash10,000Regulation A
5/16/23Parrish Leshown Godchild Cash500Regulation A
5/17/23Raymos A. Gonzales Cash1,000Regulation A
5/29/23Diamond Mercedes Goodson Cash1,000Regulation A
5/19/23Marcus Gravely Cash1,000Regulation A
5/16/23Michael Allen Gravely Jr Cash250Regulation A
5/23/23Kevin Eric Green Cash1,999Regulation A
5/16/23Tawana Nichole Greene Cash250Regulation A
5/20/23Sunita Usha Lianti Greenfield Cash1,000Regulation A
5/16/23Jalon Spencer Griffin Cash250Regulation A
5/30/23Spencer Griffin III Cash1,500Regulation A
5/17/23Dwight Hall Cash2,000Regulation A
5/23/23Absalom Jovelle Hall Cash5,000Regulation A
5/24/23Takiyaj Hall Cash1,000Regulation A
5/25/23Bettina A. Hall Cash4,000Regulation A
5/16/23Willie Louis Hardy Cash250Regulation A
5/17/23Ellenar Harper Cash1,000Regulation A
5/22/23Steven Harper Cash1,000Regulation A
5/25/23Steven Harper Cash2,000Regulation A
5/16/23La Tonya Harris Cash1,000Regulation A
5/22/23Christopher Harris Cash1,000Regulation A
6/1/23Melinda W. Harris Cash1,000Regulation A
5/16/23Menarda Meshea Hayes Cash250Regulation A
5/16/23Bryant Keith Hayes Cash250Regulation A
5/16/23Daryl Rydell Hayes Cash1,000Regulation A
5/16/23Menarda Meshea Hayes Cash250Regulation A
5/20/23William Mckinzie Haymon Cash1,000Regulation A
5/16/23Johnell Haynes Cash250Regulation A
5/19/23Kenneth Lee Heflin Cash1,010Regulation A
5/17/23Terry Vaughn Hemphill Cash1,000Regulation A
5/17/23Marshonda L. Henderson Cash1,250Regulation A
5/20/23Marlow B. Hicks Cash2,000Regulation A
5/21/23Ryan Douglas High Cash3,000Regulation A
5/20/23Yvonne Angela Hobson Cash1,000Regulation A
5/20/23Danny Holley Cash1,000Regulation A
5/18/23Darnell Howard Cash1,000Regulation A
5/16/23Natarsha Humphries Cash1,000Regulation A
5/16/23Vincent Idemyor Cash250Regulation A
5/30/23Vincent Idemyor Cash1,000Regulation A
5/17/23Demetrius James Ingram Cash5,000Regulation A
5/16/23Jamin Israel Cash250Regulation A
24

5/17/23Ubong E. Ituen Cash2,000Regulation A
5/16/23Eno Leonard Ituen Cash1,000Regulation A
5/17/23Samuel Lee Jackson Cash1,500Regulation A
5/22/23Akwasi Jackson Cash2,000Regulation A
5/23/23Marta Jill Jaenke Cash2,000Regulation A
5/23/23Melford James Cash1,000Regulation A
5/20/23Clarence Jefferson Cash1,000Regulation A
5/17/23Michelle D. Jenkins Cash10,000Regulation A
5/16/23Marvin Lee Johnson Cash300Regulation A
5/18/23Ausey Johnson Cash1,000Regulation A
5/16/23Roscoe Johnson Cash1,000Regulation A
5/23/23Roscoe Johnson Cash15,000Regulation A
5/26/23Roscoe Johnson Cash5,000Regulation A
5/30/23Jacquita Sheneal Johnson House Cash1,000Regulation A
5/16/23Sheilah Jones Cash600Regulation A
5/18/23Gerhard Klusmann Cash1,000Regulation A
5/23/23Paul Mark Kobylarz Cash10,000Regulation A
5/22/23Paula Lacount Cash1,000Regulation A
5/18/23Lamarr K. Lark Cash5,000Regulation A
5/16/23Antwon Eugene Lark Cash5,000Regulation A
5/22/23Brenda Elaine Lark Cash1,000Regulation A
5/25/23Karen Evon Latson Cash6,200Regulation A
6/1/23Constance Jean Leon Cash10,000Regulation A
5/16/23Dameon Levi Cash2,500Regulation A
5/16/23Eric T. Lewis Cash250Regulation A
5/20/23Gail Frances Lewis Cash2,000Regulation A
5/30/23Verneil Lewis Cash1,500Regulation A
5/16/23Eric Keith Lewis Cash1,000Regulation A
5/18/23Jean Ann Lewis Cash1,000Regulation A
5/31/23James Alexander Lewis Cash1,000Regulation A
5/23/23Yi Li Cash1,000Regulation A
5/17/23Shannon D. Long Cash1,000Regulation A
5/17/23Samuel Gabriel Long Cash1,000Regulation A
5/24/23Omasan Macarthy Cash2,000Regulation A
5/20/23Ricardo Maderas Cash1,000Regulation A
5/18/23Nicole P. Marsh Cash1,000Regulation A
5/26/23Ashlee Ladonis Martin Cash1,000Regulation A
5/23/23Edgar R. Martinez Cash5,000Regulation A
5/20/23Michael Bernard Mason Cash2,000Regulation A
5/17/23Tynnetta Mcbeth Cash2,000Regulation A
5/16/23Ariel Benkadmiel Mccullough Cash250Regulation A
5/16/23Harrison Mcdaniel Cash500Regulation A
5/20/23Anthony J. Mineo Cash1,000Regulation A
5/16/23Orlene Rebecca Mitchell Cash1,000Regulation A
5/17/23Kathleen Mitchell Cash1,000Regulation A
5/23/23Orlene Rebecca Mitchell Cash1,500Regulation A
5/20/23Jarodrick Mixon Cash1,000Regulation A
5/24/23Julien Mondesir Cash1,000Regulation A
5/25/23Randy Andrell Moore Cash1,500Regulation A
25

5/22/23David Christopher Morehead Cash2,000Regulation A
5/20/23Kerry Morgan Cash1,000Regulation A
5/27/23Stephanie Morris Cash2,000Regulation A
5/16/23Daniella Muhyee Cash1,000Regulation A
5/21/23Daniella Muhyee Cash2,000Regulation A
5/17/23Rashad Abdul Muhyee Cash1,000Regulation A
5/26/23Chloe Neff Cash1,000Regulation A
5/21/23Shereka Norfleet Cash1,000Regulation A
5/25/23Yong Mi Norfleet Cash3,000Regulation A
5/17/23Brian Norwood Cash1,000Regulation A
5/26/23Brian Norwood Cash1,500Regulation A
5/28/23Delories Ann Nunnery Cash1,000Regulation A
5/30/23Nicole Denise O'keefe Cash2,500Regulation A
5/18/23Luke James O'toole Cash1,500Regulation A
5/18/23Security Solutions Int'l LLC c/o Luke James O'toole Cash1,000Regulation A
5/28/23Charlotte Monique Oakman Cash1,000Regulation A
5/20/23Bridgitt Evelyn Ocloo-bonsu Cash1,000Regulation A
5/28/23Jermaine Kwabena Ofosu-anim Cash10,000Regulation A
5/16/23Daniel Parker Cash250Regulation A
5/26/23Michael Patterson Cash1,000Regulation A
5/27/23Gail Paty Cash1,600Regulation A
5/24/23Edwin Etiene Perez Hernandez Cash5,000Regulation A
5/16/23Latoya Patrice Perry Cash1,000Regulation A
5/19/23Angela Perryman Cash1,000Regulation A
5/16/23John B. Pierpont Cash2,000Regulation A
5/16/23Joseann Laurraine Plunkett Cash1,000Regulation A
5/24/23Joseann Laurraine Plunkett Cash1,500Regulation A
5/16/23Austin J. Pope Cash250Regulation A
5/23/23Alton Pounall Cash1,000Regulation A
5/20/23Annie Priester Cash1,000Regulation A
5/16/23Tywan D. Purnell Cash1,000Regulation A
5/16/23Tarsha Monique Purnell Cash500Regulation A
5/23/23Tywan Donta Purnell Cash30,000Regulation A
5/31/23Tywan Donta Purnell Cash19,000Regulation A
5/19/23Humphrey O. Quao Cash1,000Regulation A
5/26/23Riley Quintanilla Cash1,000Regulation A
5/18/23James Alexander Randle Cash1,000Regulation A
5/19/23Diana M. Randolph Cash1,000Regulation A
5/28/23Carlo Rhodes Cash1,000Regulation A
5/30/23Anita M. Rhodes Cash2,500Regulation A
5/24/23Nancy Ann Rieger Cash1,500Regulation A
5/27/23Patricia Ann Robinson Cash1,000Regulation A
5/31/23Erma Robinson Cash2,000Regulation A
5/27/23Armeta Jacks Ross Cash1,000Regulation A
26

5/16/23Kevin Crisando Ruskin Cash1,000Regulation A
5/25/23Dharunkumar Sadasivam Cash2,000Regulation A
5/25/23Dharunkumar Sadasivam Cash2,000Regulation A
5/26/23Dharunkumar Sadasivam Cash1,000Regulation A
5/16/23Khafrakhafre Raha Sakhara Cash500Regulation A
5/20/23Janice VernidaSanderlin Cash1,000Regulation A
5/24/23Demetrius Verone Scott Cash2,500Regulation A
5/24/23Demetrius Verone Scott Cash2,500Regulation A
5/16/23Olakunde Sentwali Cash500Regulation A
5/19/23Marvin Antoine Sewell Cash1,000Regulation A
5/18/23Debra A .Shannon Cash1,000Regulation A
5/18/23Oscar Shepherd Cash7,000Regulation A
5/16/23Keith Nathaniel Singletary Cash500Regulation A
5/16/23Keith Nathaniel Singletary Cash300Regulation A
5/16/23Donte Small Cash1,000Regulation A
5/23/23Johnny Smith Cash15,000Regulation A
5/16/23Monica J. Smith Cash250Regulation A
5/17/23Maurice Anthony Smith Cash2,000Regulation A
5/19/23Johnny Smith Cash1,000Regulation A
5/20/23Felicia Annette Elizabeth Smith Cash1,000Regulation A
5/25/23Johnny Smith Cash1,100Regulation A
5/25/23Glenn Wendall Soriano Cash1,000Regulation A
5/22/23Theodore O. Spaulding Cash3,000Regulation A
5/20/23Ellie Stewart, Trustee Cash2,500Regulation A
5/27/23Michelle N. Taylor Cash1,000Regulation A
5/17/23Travis N. Tennant Cash10,000Regulation A
5/22/23James R. Thomas Cash2,000Regulation A
5/22/23Leland Wayne Thomas Cash1,000Regulation A
5/30/23Angel Martin Torres Cash1,010Regulation A
5/25/23Ivory Traynham Cash3,000Regulation A
5/17/23Kelly R. Tucker Cash1,000Regulation A
5/18/23Donald J. Turner Cash1,000Regulation A
5/16/23Dexter Devone Turner Cash1,000Regulation A
5/21/23John Ruben Vann Cash1,000Regulation A
5/22/23John Ruben Vann Cash1,000Regulation A
5/21/23Ray Vaughn Cash5,000Regulation A
5/26/23Sivaprakasam Venkatachalam Cash10,000Regulation A
5/24/23Milton Vickers Cash1,000Regulation A
5/17/23Kareem Virgo Cash1,000Regulation A
5/16/23Peter M. Wachira Cash250Regulation A
5/16/23Marva Angela Wade Cash1,500Regulation A
5/18/23William Franklyn Wainwright Cash1,000Regulation A
5/26/23Braylon Wade Walker Cash3,000Regulation A
5/18/23Levoda Jean Walker Cash12,000Regulation A
27

5/31/23Emmett Lee Walker Cash1,000Regulation A
5/26/23Bracy Wardell Walker Jr. Cash3,000Regulation A
5/16/23Verneilia A. Wanza Cash250Regulation A
5/22/23Lloyd G. Warren Cash20,000Regulation A
5/30/23Dereke Earle Watkins Cash1,000Regulation A
5/18/23Joshua Jamal Watson Cash1,000Regulation A
5/18/23Michael Anthony Watson Cash1,000Regulation A
6/1/23Michael Anthony Watson Cash1,000Regulation A
5/19/23Donald Henry Wedlock Cash1,000Regulation A
5/24/23Carey O'neal Welch Cash1,000Regulation A
5/17/23Vernon Windell Whitaker Cash2,000Regulation A
5/31/23Vernon Windell Whitaker Cash1,000Regulation A
5/16/23Zamounte Ranauld Whitted Cash3,000Regulation A
5/16/23Derrick Roosevelt Wiggins Jr Cash1,000Regulation A
5/22/23Charles Scott Williams Cash1,000Regulation A
5/19/23Linda Williams Cash1,000Regulation A
5/26/23Sharen Willis Cash1,250Regulation A
5/18/23Najuma Willis Cash2,000Regulation A
5/29/23Erika Willis Cash1,000Regulation A
5/16/23Wilson Willmott Cash250Regulation A
5/23/23Darryl Christopher Wood Cash1,000Regulation A
5/25/23John Mark Woodard Cash1,000Regulation A
5/31/23Jordan Michael Woods Cash10,000Regulation A
6/1/23Jordan Michael Woods Cash2,000Regulation A
5/17/23Cheryl S. Wright Cash500Regulation A
5/25/23Fredricka Yancy Cash1,000Regulation A
5/16/23Nicholas Jason Yeagley Cash4,500Regulation A
5/24/23Bevan Elton Yhun Cash2,000Regulation A
5/16/23Thelma Loretta Young Cash10,000Regulation A
5/16/23Clovis Maria Young Cash250Regulation A
5/16/23Reginald C. Young Cash250Regulation A
6/3/23Zawadi Abdi Cash1,000Regulation A
6/5/23Zane Deshaun Adams Cash1,000Regulation A
6/11/23Zane Adams Cash1,000Regulation A
5/26/23Lalit K. Aggarwal Cash1,000Regulation A
6/1/23James Alston Cash1,000Regulation A
6/5/23Juliette Suggs Alston Cash1,000Regulation A
6/5/23Billy Arp Jr. Cash1,000Regulation A
5/22/23Phyllis Atkinson Cash1,000Regulation A
6/4/23Tony Ayoso Cash1,000Regulation A
6/12/23Shelley Baity Cash1,000Regulation A
6/12/23Shelley Baity Cash1,000Regulation A
6/12/23Mary Carla Baity Cash1,000Regulation A
6/5/23Nathaniel Alexander Barnes Cash1,000Regulation A
6/6/23Cheryl Anne Bassard Cash1,000Regulation A
6/5/23Tobias Beals Cash4,000Regulation A
28

6/5/23Tracey Bell Cash1,500Regulation A
6/14/23Kevin Bens Cash1,000Regulation A
6/9/23Kevin Bens Cash1,000Regulation A
6/10/23Kevin Bens Cash1,000Regulation A
5/17/23Antoinette Almeda Benton Cash1,000Regulation A
6/16/23Ashley Celeste Bradshaw Cash10,000Regulation A
5/29/23Debora Brown Cash1,000Regulation A
6/3/23Debora Brown Cash1,000Regulation A
6/6/23Kathy Burton-bell Cash5,000Regulation A
6/13/23Kathy Burton-bell Cash2,000Regulation A
6/6/23Annie Bush Cash1,000Regulation A
6/6/23Melanie Regina Cager Cash5,000Regulation A
6/9/23Lakia Cager Cash1,100Regulation A
6/6/23Alfred Eugene Carroll Cash5,000Regulation A
6/6/23Jerrell Carter Cash1,000Regulation A
6/9/23Wilketa T. Cherry Cash1,000Regulation A
6/2/23Nina Diann Christian Cash2,000Regulation A
6/6/23Camelle N. Christie Cash1,000Regulation A
5/20/23Audrey G. Clarke Cash1,000Regulation A
6/4/23Jaysen Anthony Coffil Cash3,000Regulation A
6/12/23Vincent Leonard Conklin Cash1,000Regulation A
6/11/23Mary B. Conover Cash1,000Regulation A
6/5/23Arthur Lee Conway Cash1,000Regulation A
5/16/23Marlon G. Cook Cash300Regulation A
6/5/23Melvon Abdul Cost Cash1,000Regulation A
6/2/23Irene Crenshaw Cash2,000Regulation A
6/6/23Samuel Austin Cutler Cash2,500Regulation A
5/30/23Dwayne L. Demby Cash1,000Regulation A
5/23/23James Thomas Demby Jr. Cash1,000Regulation A
6/5/23Thomas Franklin Dennis Cash2,000Regulation A
6/9/23Tanya Renee Diggs Cash1,000Regulation A
6/5/23Daniel Louis Erber Cash1,000Regulation A
6/5/23Jaylene Angela Flores Cash1,000Regulation A
6/14/23Keith Forde Cash3,000Regulation A
6/7/23Caesar Heggner Gary Cash1,700Regulation A
6/5/23Demetry Daniel Geddie Cash1,100Regulation A
5/30/23Deric Adolphus Gilliard Cash1,000Regulation A
6/3/23Thad Michael Gittens Cash1,000Regulation A
6/13/23Thad Michael Gittens Cash2,000Regulation A
5/17/23Parrish Leshown Godchild Cash1,500Regulation A
6/9/23Dana Carter Gold Cash2,699Regulation A
5/16/23Hillard Goldsmith Iii Cash1,000Regulation A
5/22/23Michael George Graham Cash1,001Regulation A
6/12/23Frederick E. Grant Cash5,000Regulation A
5/26/23Miriam Lee Gray Cash2,500Regulation A
6/5/23Tawana Nichole Greene Cash1,000Regulation A
29

5/22/23Wilson Guilbeaux Cash150,000Regulation A
6/9/23Barry Wayne Hackney Cash1,000Regulation A
6/5/23Joel Nathaniel Hall Cash4,000Regulation A
5/23/23Joel Nathaniel Hall Cash4,000Regulation A
6/6/23Nathan Mac Hardy Cash1,000Regulation A
5/20/23Christopher Harris Cash1,000Regulation A
6/1/23Taleia Harris Cash1,000Regulation A
6/3/23Nathaniel Harris Cash1,000Regulation A
6/14/23Menarda Meshea Hayes Cash3,000Regulation A
6/11/23Bryant Keith Hayes Cash1,000Regulation A
6/14/23Marzel Hedrick Cash1,450Regulation A
5/27/23Telayah Trishae Hendrix Cash1,130Regulation A
5/31/23Brianne Alise Hill Cash1,000Regulation A
6/7/23Yvonne Angela Hobson Cash2,000Regulation A
6/4/23Charlene Hunt Pickett Cash1,000Regulation A
6/5/23Infinite Vision Holdings, Inc. Cash1,000Regulation A
6/15/23Samuel Lee Jackson Cash1,000Regulation A
6/15/23Bernadette Jackson-Whitaker Cash1,000Regulation A
6/11/23Glenn Jarrett Cash1,000Regulation A
5/31/23Roscoe Johnson Cash2,500Regulation A
6/14/23Michelle Annette Johnson Cash1,000Regulation A
5/21/23Courtney Latrice Johnson Cash1,000Regulation A
6/6/23Michael Jerome Johnson Cash1,000Regulation A
6/6/23Leslie Johnson Cash1,000Regulation A
6/7/23Patti J. Johnson Cash5,000Regulation A
6/9/23Roscoe Johnson Cash4,200Regulation A
6/6/23Chikira Jones Cash1,000Regulation A
6/2/23Edward Charles Jones Cash1,000Regulation A
5/25/23Ulysses Keith Cash1,000Regulation A
6/9/23Frances Anne Keith Cash1,000Regulation A
5/20/23Miles Kenner Cash1,000Regulation A
5/18/23John L. King Cash2,000Regulation A
6/5/23Matthew Maurice Latson Cash1,000Regulation A
6/11/23Michael Ledgister Cash7,000Regulation A
6/5/23Odell Ledgister Cash5,000Regulation A
6/3/23Michael Ledgister Cash3,000Regulation A
5/24/23Lisa Lewis Cash1,008Regulation A
6/6/23Pamela Merriatta Lewis Cash1,000Regulation A
6/5/23Regina Lynice Lomax Cash1,000Regulation A
5/16/23Akeisa Raheem Lowe Cash250Regulation A
5/18/23Anthony Marc Lucas Cash3,000Regulation A
6/9/23Rae Ann Luster Cash1,030Regulation A
6/12/23Michael John Mack Cash1,700Regulation A
6/5/23Michael John Mack Cash1,000Regulation A
5/22/23Truman Bruce Mason Cash2,000Regulation A
6/6/23Stephen James Mccreary Cash2,000Regulation A
6/5/23Harrison Mcdaniel Cash1,000Regulation A
30

5/26/23Blake Ryan Mcpherson Cash1,500Regulation A
6/7/23Gina Mills Cash1,000Regulation A
6/6/23Brian Mitchell Cash1,000Regulation A
6/6/23Brandon Todd Mitchell Cash5,000Regulation A
6/6/23Marcia M. Mitrano Cash1,000Regulation A
6/6/23Marcia M. Mitrano Cash1,000Regulation A
5/20/23Marpressa Joellen Mobley-Turner Cash1,000Regulation A
6/13/23Kerry Morgan Cash9,000Regulation A
6/10/23Yvette Lorraine Morrell Cash10,000Regulation A
6/9/23Stephen Morrell Cash2,500Regulation A
6/9/23Stephen Morrell Cash1,500Regulation A
6/6/23Daniella Muhyee Cash1,000Regulation A
6/7/23Daniella Muhyee Cash1,000Regulation A
6/2/23Ronald L. Nagy Cash7,500Regulation A
6/5/23Lisa Marie Norris Cash1,000Regulation A
6/6/23Brian Norwood Cash7,500Regulation A
5/28/23Delories Ann Nunnery Cash1,000Regulation A
6/13/23Daniel Parker Cash3,750Regulation A
6/13/23Gail Paty Cash4,000Regulation A
5/16/23James Oliver Perry Cash10,000Regulation A
6/15/23Quanisha Perry Cash3,000Regulation A
5/19/23Angela Perryman Cash1,000Regulation A
6/7/23Sonja Pinto Cash1,100Regulation A
6/11/23Lydia R. Pitts Cash2,500Regulation A
6/7/23Joseann Laurraine Plunkett Cash1,000Regulation A
5/20/23Dorothy Lucile Preston Cash1,000Regulation A
6/11/23Delroy Pryce Cash1,000Regulation A
6/2/23Mohammed Salim Purmul Cash1,000Regulation A
6/2/23Daren Lee Purnell Cash1,000Regulation A
6/5/23Humphrey O. Quao Cash15,000Regulation A
6/1/23Shenitha Raines Cash2,000Regulation A
6/11/23Joanie Lynn Rapier Cash1,000Regulation A
5/29/23Barbara Bulgin Redic Cash1,000Regulation A
6/6/23Erma Robinson Cash2,000Regulation A
6/6/23Patricia Ann Robinson Cash4,000Regulation A
6/11/23Patricia Ann Robinson Cash5,000Regulation A
6/7/23Nancy Ruth Roundtree Johnson Cash1,000Regulation A
5/16/23Unlimited Wealth Entertainment Cash250Regulation A
6/12/23Unlimited Wealth Entertainment Cash1,000Regulation A
6/6/23Kevin Crisando Ruskin Cash1,000Regulation A
6/5/23Dharunkumar Sadasivam Cash5,000Regulation A
6/16/23Derek Allen Schneider Cash1,000Regulation A
6/10/23Anthony Aron Seute Cash1,000Regulation A
6/12/23Jacques Chonet Severe Cash9,000Regulation A
5/22/23Norman Linwood Simmons Cash10,000Regulation A
6/6/23Cheryl Simmons Cash1,000Regulation A
5/18/23Johnny Smith Cash15,000Regulation A
31

5/26/23Theodore O. Spaulding Cash2,000Regulation A
6/12/23Theodore O. Spaulding Cash100,000Regulation A
5/23/23Richard A. Spencer Cash1,000Regulation A
6/6/23Martise N. Spencer Cash1,000Regulation A
6/7/23Sonja K. Starks Cash1,000Regulation A
6/4/23Ellie Stewart, Trustee Cash2,500Regulation A
5/25/23Tonjia Lynn Stone Cash1,000Regulation A
5/26/23Dilip Subramanian Cash5,000Regulation A
6/5/23Iupita Taoete Cash2,000Regulation A
6/12/23Ronnie Harston Taylor Cash5,000Regulation A
5/23/23Ronnie Harston Taylor Cash3,000Regulation A
6/6/23Early Thomas Taylor Jr Cash1,500Regulation A
5/21/23Donna Maria Thomas Cash1,000Regulation A
6/10/23Michael Kieth Thompson Cash1,000Regulation A
6/12/23Theresa Thompson Cash1,000Regulation A
5/21/23William Lee Tucker Cash1,000Regulation A
5/22/23Dexter Devone Turner Cash2,000Regulation A
6/6/23Dexter Devone Turner Cash1,000Regulation A
6/2/23Jane Denise Underwood Cash3,000Regulation A
5/31/23Sherita Yvette Vann Cash1,000Regulation A
6/6/23John Ruben Vann Cash2,000Regulation A
6/7/23John Stacey Vann Cash1,000Regulation A
6/6/23Kim Vu Cash55,000Regulation A
5/24/23Wealth Solutionz LLC Cash1,000Regulation A
6/6/23Verneilia Adrienne Wanza Cash5,000Regulation A
5/31/23Brittney Watkins Cash1,000Regulation A
6/13/23Julie Marie Webb Cash1,000Regulation A
6/6/23Leroy Ralph Bernard Whyte Cash1,000Regulation A
6/12/23Leonard A. Williams Cash1,000Regulation A
6/1/23Gilbert Leroy Williams Cash5,000Regulation A
6/6/23Kareem Lamonte Williams Cash1,000Regulation A
6/7/23Sean A.C. Williams Cash1,000Regulation A
5/24/23Mary Corine Williams Cash1,000Regulation A
6/5/23Dominique Desirae Williams Cash10,000Regulation A
6/5/23Warren S. Williams Cash1,000Regulation A
6/6/23Christopher James Williams Cash5,000Regulation A
5/21/23Raymond Williams Jr. Cash1,000Regulation A
5/30/23Jerome Williams, Sr. Cash1,000Regulation A
6/11/23Peggy Wilson Cash1,000Regulation A
6/9/23Gloria J. Woodard Cash2,000Regulation A
6/16/23Thornal L Adams Cash1,000Regulation A
6/5/23Amitabh Anil Adhikari Cash1,000Regulation A
6/13/23Aaron Anthony Alli Cash3,000Regulation A
6/15/23Tracy Michelle Anderson Cash1,000Regulation A
6/23/23Kim Renee Atkinson Cash1,000Regulation A
6/12/23Larry W Austin Cash10,000Regulation A
5/26/23Gene Bailey Cash1,000Regulation A
32

6/20/23Ramon Balinas Cash1,500Regulation A
6/17/23Christopher M Barnes Cash2,000Regulation A
6/17/23Trudy Battle Cash3,000Regulation A
6/7/23Heather Ingrid Beckno Cash1,000Regulation A
6/23/23Darryl D Bennett Cash1,000Regulation A
6/29/23Kevin Bens Cash1,000Regulation A
7/4/23Kevin Bens Cash1,000Regulation A
6/19/23Toney Lee Brooks Cash2,000Regulation A
6/28/23Debora Brown Cash3,000Regulation A
5/22/23Joyce Burwell Cash1,000Regulation A
7/1/23April Byrd Cash1,000Regulation A
6/21/23Tionna Cager Cash5,000Regulation A
6/20/23Rewa Campbell Cash1,000Regulation A
7/2/23Connie Roberts Carrell Cash1,000Regulation A
7/6/23Jaysen Anthony Coffil Cash5,000Regulation A
6/6/23Ashley Dawson Cash4,000Regulation A
6/20/23Veronica De Jesus Cash1,000Regulation A
6/5/23Sherry Michelle Eddington Cash1,000Regulation A
6/7/23Wayne Ervin Cash2,500Regulation A
5/20/23Wanda J Fields Cash3,000Regulation A
6/22/23Ayanna Flegler Cash2,000Regulation A
6/22/23Corey Darnelle Flowers Cash2,800Regulation A
7/6/23Dwight Mcneal Ford Cash2,000Regulation A
6/21/23Georgia Garcia Flores Cash1,000Regulation A
6/13/23Regina Gardner Cash1,000Regulation A
6/20/23John Leslie Garwood Cash10,000Regulation A
6/20/23Pamela E Gibson Cash1,500Regulation A
6/26/23Pamela E Gibson Cash2,000Regulation A
6/12/23Michael George Graham & Dana Nicole Graham, JTWROS Cash1,001Regulation A
6/16/23Sharon O Grant-White Cash5,000Regulation A
5/24/23Pamela Jean Harlan Cash1,000Regulation A
6/27/23Christopher Harris Cash5,000Regulation A
6/21/23Ebony Ticola Harris Cash2,000Regulation A
6/19/23Nathaniel Harris Cash1,000Regulation A
6/20/23Bryant Keith Hayes Cash3,000Regulation A
6/22/23Bryant Keith Hayes Cash2,000Regulation A
6/8/23Robin Angela Hill Cash3,000Regulation A
6/17/23Karen A Hill Cash1,000Regulation A
6/24/23Ronald Rudolph Hinds Cash1,000Regulation A
6/19/23Sanridge Corporation Cash10,000Regulation A
6/5/23Latangela Hyman Cash1,750Regulation A
6/19/23Infinite Vision Holdings, Inc Cash1,000Regulation A
6/11/23Jamin Israel Cash2,000Regulation A
7/1/23Sabrina Jackson Cash1,000Regulation A
6/20/23Teshay Jacobs Cash2,000Regulation A
6/27/23Marc Hansley Jean-Francois Cash1,000Regulation A
6/9/23Thomas Edwards Jenkins Cash1,000Regulation A
6/21/23Lorraine V Johnson Cash1,000Regulation A
33

6/26/23Roscoe Johnson Cash2,000Regulation A
7/5/23Roscoe Johnson Cash8,000Regulation A
6/30/23Edward Charles Jones Cash2,000Regulation A
6/20/23Robert Kindle Cash5,000Regulation A
6/29/23Kandace Erin Latson Cash1,000Regulation A
6/21/23Patricia A Leal-Mack Cash2,000Regulation A
6/6/23Samuel James Leon Cash1,000Regulation A
6/26/23Darryl Leonard Cash10,000Regulation A
6/23/23James Alexander Lewis & Yolanda Jo Lewis, JTWROS Cash2,500Regulation A
6/23/23Yolanda Jo Lewis Cash1,000Regulation A
6/23/23James Alexander Lewis Cash1,000Regulation A
6/17/23Duane Little Cash2,000Regulation A
5/18/23Samuel Gabriel Long Cash1,000Regulation A
5/25/23Eva M Kennedy Cash1,000Regulation A
6/30/23Demetrius Donell Martin Cash3,000Regulation A
7/2/23James Mayes Cash1,000Regulation A
5/25/23William Henry Mccargo Cash2,000Regulation A
6/27/23Adrienne Renee McCloud & Larry Rosse McCloud, JTWROS Cash7,500Regulation A
6/22/23Tasha Tamica McCrae Cash1,000Regulation A
5/20/23Tonya Tanesha McCray Cash1,000Regulation A
6/11/23Edward G. McCurbin Cash1,000Regulation A
6/6/23Raul Mejia Cash1,000Regulation A
6/22/23Jarodrick Mixon Cash1,000Regulation A
6/19/23Kelvin Victor Musgrove Cash2,000Regulation A
6/30/23Sylvia Melinda Ogle Cash1,000Regulation A
7/7/23Cynthia L H O'Neal & Marzettis A O'Neal, JTWROS Cash2,000Regulation A
5/20/23Daniel Parker Cash1,000Regulation A
6/11/23Michael Perez Cash5,000Regulation A
6/18/23Sy Phan Cash1,000Regulation A
6/27/23Anthony Pierre Cash1,000Regulation A
6/20/23Salim Porter Cash1,000Regulation A
6/26/23Salim Porter Cash1,500Regulation A
6/26/23Salim Porter Cash1,500Regulation A
6/14/23Elwyn Roy Pryce Cash10,000Regulation A
6/5/23Alex Reiner Cash1,000Regulation A
6/22/23Bryant Robertson Cash10,000Regulation A
6/19/23Laquinya M Robinson Cash1,000Regulation A
6/20/23Quintin Jerome Robinson Cash1,000Regulation A
6/30/23Russell Edward Roy Jr & Kimberly Roy, JTWROS Cash1,000Regulation A
6/21/23Unlimited Wealth Entertainment Cash1,000Regulation A
34

6/29/23Janice Vernida Sanderlin Cash1,000Regulation A
6/28/23Roseline Volney Sherfield Cash1,000Regulation A
6/9/23Jean Alexandra Smith Cash2,000Regulation A
6/7/23Darrell Karlsten Smith Cash2,000Regulation A
6/29/23Vera Lynn Strong Cash1,000Regulation A
6/26/23Shenika Renee Tate Cash1,000Regulation A
6/16/23Camilla Thompson Cash1,500Regulation A
6/22/23William Lee Tucker Cash1,000Regulation A
7/4/23William Lee Tucker Cash1,000Regulation A
6/29/23Sierra Delaine Turner Cash1,100Regulation A
6/15/23Dexter Devone Turner Cash1,000Regulation A
6/13/23Alita Agnes Webb Cash1,000Regulation A
6/22/23Alita Agnes Webb Cash5,000Regulation A
6/13/23Keisha Atkinson Whitaker Cash1,000Regulation A
7/6/23Vernon Windell Whitaker & Betty J Whitaker, JTWROS Cash3,100Regulation A
6/28/23KLM INVESTMENTS LLC Cash30,000Regulation A
6/13/23Raymond Williams Jr Cash1,000Regulation A
6/11/23Michael Forrest Willis Cash1,500Regulation A
7/10/23Jacqueline AnnMarie Bogle & Kedora Nekeisha Henry, JTWROS Cash 1,000Regulation A
6/5/23KA Property Holdings LLC Cash10,000Regulation A
7/24/23Jonathan David Diaz Sr Cash1,000Regulation A
7/9/23Derek John Dougherty Cash1,000Regulation A
7/10/23Derek John Dougherty Cash1,000Regulation A
7/14/23Thad Michael Gittens & Angela Davis Gittens, JTWROS Cash1,000Regulation A
7/10/23KERRY TROY HENRY & KEDORA NEKEISHA HENRYCash1,000Regulation A
7/8/23Evelyn Yvonne JenkinsCash1,000Regulation A
7/10/23Roscoe JohnsonCash14,500Regulation A
7/19/23Roscoe JohnsonCash5,000Regulation A
6/7/23Racheal MooreCash1,000Regulation A
6/12/23TMCS, IncCash2,000Regulation A
7/26/23E. Lance McCarthy DrCash1,000Regulation A
7/13/23Daniella MuhyeeCash3,000Regulation A
7/7/23Thomas James Hudgins O'Neal & Shana LaTae Ratliff O'Neal, JTWROSCash2,000Regulation A
7/27/23Olachea Industries, LLCCash1,444Regulation A
7/10/23Isi None OsahonCash1,000Regulation A
7/21/23Bradford LaVaughn PerryCash1,000Regulation A
35

6/5/23Deborah Denise PhillipsCash10,000Regulation A
5/17/23Linda D PolkCash1,000Regulation A
7/5/23Joseph Andrew RossiniCash1,000Regulation A
5/19/23James Edward ScottCash1,000Regulation A
6/24/23James Edward ScottCash2,000Regulation A
7/8/23Guelda SevereCash4,000Regulation A
5/20/23Robert ThomasCash2,000Regulation A
7/7/23Probilt Fabricators Inc.Cash10,000Regulation A
6/1/23Sheila WillisCash1,000Regulation A
5/28/23Mary Ann WoodsCash1,000Regulation A
7/31/23Leon Osborne AllenCash1,000Regulation A
7/31/23Tywan Donta PurnellCash60,000Regulation A
7/31/23Raymond Williams JrCash5,000Regulation A
9/1/23Antoine D CarlisleCash1,000Regulation A
8/23/23Dwayne L DembyCash1,000Regulation A
8/23/23James Thomas Demby Jr.Cash4,000Regulation A
8/30/23Nicholas FernicolaCash1,000Regulation A
8/31/23Serrita HighlandCash1,000Regulation A
8/20/23Walter Carl Jimison SrCash1,000Regulation A
8/18/23Jennefir J LambCash1,000Regulation A
7/13/23LaKisha Monika PayneCash2,500Regulation A
6/5/23Mark G Prince & Karen G Prince, JTWROSCash1,000Regulation A
9/7/23Joan RobertsCash1,000Regulation A
6/27/23Ronnie Harston Taylor & Lula Veronica Taylor, JTWROSCash10,000Regulation A
9/2/23Camilla ThompsonCash1,000Regulation A
8/25/23Penny H WhiteCash1,000Regulation A
6/5/23Charles Scott Williams & Kimberly Dawn Williams, JTWROSCash1,000Regulation A
5/24/23Wilson WillmottCash3,000Regulation A
10/5/23Wesley Clifford AllenCash5,000Regulation A
10/11/23Kevin BensCash1,000Regulation A
9/11/23Ausey JohnsonCash4,000Regulation A
9/29/23Tywan Donta PurnellCash8,000Regulation A
10/9/23GHS Investments, LLCCommitment Shares24,753Rule 506(b) of Regulation D
10/16/23Larry OvertonCash10,000Regulation A
10/19/23Justin Albert BrannonCash 5,000Regulation A
10/30/23James GainesCash 1,000Regulation A
10/1/23Nathaniel HarrisCash 1,000Regulation A
10/17/23Demetrius James IngramCash  5,001Regulation A 
10/17/23Keisha Shavonne JacksonMurryCash 1,000Regulation A
10/9/23Edgar R MartinezCash 5,000Regulation A
7/4/23ilona Lynea MunozCash4,500Regulation 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.


Effective November 18th , 2009, we issued 120,000 shares of our common stock pursuant to two stock purchase agreements for total consideration of $60,000.  These shares were issued to two “non-U.S. persons” in an offshore transaction relying on the safe-harbor exception from registration provided in Regulation S.

Effective November 19th, 2009 , we issued 350,000 shares of our common stock to a consultant, in consideration for this consultant entering into a consulting agreement with our company, which shares we have valued, for accounting purposes, at $100,000  We believe that the issuance of such 350,000 shares is exempt from the registration requirements of 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.

In November 2009, we issued 4,645,000 shares of our common stock to consultants.

Acquisition of Outstanding Stock

On February 5, 2010, our Board accepted the resignation of Dale Shepherd as our Chief Financial Officer and director and Jack Dickey as a director.  Both Messrs. Shepherd and Dickey have agreed to return the 1 million shares of our common stock previously issued to each of thempaid in connection with their first becoming affiliated with our company.  Asany of March 15, 2010, neither of them has returned the stock certificates evidencing such aggregate 2 million shares and we have treated such shares as outstanding.
sales above.

ITEM 6. RESERVED


36
Item 6.Selected Financial Data.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Item is not applicable to smaller reporting companies.


Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

THIS REPORT INCLUDES A NUMBER OF FORWARD-LOOKING STATEMENTS THAT REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE.  FORWARD-LOOKING STATEMENTS ARE OFTEN IDENTIFIED BY WORDS LIKE: BELIEVE, EXPECT, ESTIMATE, ANTICIPATE, INTEND, PROJECT AND SIMILAR EXPRESSIONS, OR WORDS WHICH, BY THEIR NATURE, REFER TO FUTURE EVENTS.  YOU SHOULD NOT PLACE UNDUE CERTAINTY ON THESE FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF THIS REPORT.  THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR OUT PREDICTIONS.

23


Introduction

We were incorporated pursuant to the laws of the State of Nevada on May 2, 2005 under the name “American Bonanza Corp.” Fromdiscussion and analysis may include statements regarding our incorporation to August 2009, we had been in the business of the acquisition, exploration and development of natural resource properties. We initially held the rights to one unpatented mineral claim. We conducted our Phase I exploration program related to such claim and, as the results of such Phase I program were not promising, management determined it was in the best interests of our stockholders to abandon the property and actively pursue another property or business on which to utilize our remaining cash assets.

On August 30, 2009, we entered into a share exchange agreement with Clenergen Corporation Limited (UK), a United Kingdom corporation and the shareholders of Clenergen Corporation Limited (UK). Pursuant to the terms of the share exchange agreement, effective November 4, 2009, we acquired all of the issued and outstanding shares of Limited in exchange for the issuance by our company of 13,643,045 shares of our common stock to the former shareholders of Limited. Prior to entering into the share exchange agreement, on August 4, 2009, we issued 57,547,968 shares of our common stock to certain shareholders of Limited in consideration for their entering into consulting agreements with usexpectations with respect to then-future consulting servicesour future performance, liquidity, and capital resources. Such statements, along with any other non-historical statements in the discussion, are forward-looking. These forward-looking statements are subject to be performednumerous risks and uncertainties, including, but not limited to, factors listed in other documents we file with the Securities and Exchange Commission (the "SEC''). We do not assume an obligation to update any forward-looking statements. Our actual results may differ materially from those contained in or implied by them. As a result of these transactions, the former Limited shareholders acquired a majorityany of the voting stockforward-looking statements contained herein.

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.


In April 2009, Limited had acquired the assets of Rootchange Limited in exchange for common stock of Limited. The inward investment of Rootchange Limited from research and development of biofuel and biomass feedstock between September 2005 and July 2009 was valued at US $4,840,000.

Plan of Operation

Over the next twelve months, we planoperations, is not sufficient to expand the capacity of our existing 1.5 megawatt (“MWe”) biomass power plant in Salem, Tamilnadu to 10 MWe and intend to acquire an 18 MWe biomass power plant located near Chennai, Tamilnadu in May 2010.  During the calendar years 2011 through 2012, we intend to have installed a 32 MWe biomass power plant to be located near the port of Tuticorin, India.

Over the next twelve months, we anticipate thatmaintain operations. Therefore, we will incur the following uses of cash:

24


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 will need additional funds to meet our working capital requirements over next twelve months.  We anticipate that we will be required to raise additional funds in the near future to support our operations and growth plans. Our cash balance on October 31, 2022, was $51,109 for a difference of $184,050.

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.


Purchase of Significant Equipment

We intend to purchase a significant amount of equipment over the next twelve monthscash flows for the purposeperiods indicated below:

  

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.


Personnel Plan

We expect to significantly increasecontinue as a going concern, which contemplates the numberrealization of our employees during our fiscalassets and the satisfaction of liabilities in the normal course of business. During the year endingended October 31, 2010 (our “2010 Fiscal Year”),2023, we incurred a net loss of $1,441,335 and used cash in operating activities of $1,427,284. These factors, among others, raise substantial doubt about our ability to continue as we commence operating our acquired power plantsa going concern. These financial statements do not include any adjustments relating to the recoverability and cultivating our feedstock plantations.  We have inclassification of recorded asset amounts or amounts and the past, and anticipate continuing in the future to, outsourced contract employment as needed.

classification of liabilities that might result from this uncertainty.

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.


Our principal capital resources have been obtained through sales of our equity securities, stockholder and other loans, third-party short term financing and advances from related parties.

25


The following summary of our results of operations should be read in conjunction with its audited financial statements for the years ended October 31, 2009 (“2009 Fiscal Year”) and 2008 (“2008 Fiscal Year”) and the period from October 27, 2005 (Inception) to October 31, 2009 contained elsewhere in this Annual Report on Form 10-K.

  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)

Revenues

We have not generated any revenues since our inception.  We expect to be generating revenues from the 1.5 MWe Salem, Tamilnadu biomass power plant which are anticipated to commence operations in March 2010.    In addition, we expect to be generating a monthly operating profit from the 18 MWe Chennai power plant, which we anticipate acquiring in May 2010.  We do not anticipate generating additional revenues in 2010, except for revenues that could be generated by the sale of fertilizers and pesticides.

Operating Expenses

Operating expenses for the years ended October 31, 2009 and 2008 and the period from October 27, 2005 (Inception) to October 31, 2009 are outlined in the table below:

      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 

The increase in operating expenses for the 2009 Fiscal Year, compared to the same period in fiscal 2008, was mainly due to an increase in research and development expenses, travel expenses, legal and professional fees, and increased use of consultants.  Up until this period, we had expensed research and development costs associated with alternative feedstocks suitable for the generating renewable energy.  Significant costs were incurred in India in regards to the application of microbiology to Jatropha Curacus and over 70 strains of algae, in view of determining the viability of such plants and living organisms as a source of feedstock for renewable energy.  In tandem, we conducted detailed feasibility studies in Russia for cultivating rapeseed as a source of vegetable oil for biodiesel production, and testing of emulsification technology for lowering the carbon emissions of fossil diesels.  These programs were abandoned in December 2007, when it was clear that none of the above were economically viable sources of feedstock for generating renewable energy.  In 2008, we began to research sources of biomass feedstock suitable for the generation of renewable electricity along with proven technologies suitable for converting biomass feedstock to create a sustainable and economically viable supply of renewable energy.

26


Liquidity and Financial Condition of Clenergen Corporation Limited (UK) for the Years Ended October 31, 2009 and 2008
Cash Flows
  
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 

Net cash used in operating activities increased by $865,993 as a result of additional expenses related to research & development, consulting, travel, and legal and professional fees.

The increase in our investing activities reflects additions to the Company’s fixed assets, more specifically, furniture and transportation.

The decrease in financing activities reflects reduction of loans to shareholders and/or affiliates, offset by a contribution of capital upon merger with Clenergen UK.

The effect of the exchange rate is a decrease of $26,924 from October 31, 2008 to October 31, 2009.  This decrease reflects the differences in the exchange rates from period to period and the adjustments related to the Company’s functional currency(s) versus its reporting currency.

As of October 31, 2009, our total assets were $62,899 and our total liabilities were $551,258 and we had a working capital deficit of $488,359.  Our financial statements report a net loss of $1,072,695 for the year ended October 31, 2009, and a net loss of $4,963,818 for the period from October 27, 2005 (date of inception) to October 31, 2009.

We have suffered recurring losses from operations.  The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.  In this regard we have raised additional capital through equity offerings and loan transactions.

party.

Critical Accounting Policies


Principles of Consolidation

The consolidated financial statements of our company include the accounts of Limited and its wholly-owned subsidiary, Clenergen India Private Limited (“Clenergen India”).  All significant intercompany balances and transactions have been eliminated.

27


Income taxes

Income taxes are accounted for under the liability method.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Research and development

Research and development costs are charged to operations as incurred and include direct costs of research scientists and materials and an allocation of other core scientific services.

Use of estimates

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.


Foreign Currency Translation

Our assets and liabilities have been translated using the exchange rate at the balance sheet date.  The weighted average exchange ratefinancial statements reflect all adjustments that management believes are necessary for the period has been used to translate expenses.  Translation adjustments are reported separatelyfair presentation of their financial condition and accumulated in a separate componentresults of equity (comprehensive income (loss).)

Comprehensive income (loss)

Other comprehensive income refers to revenues, expenses, gains and losses that under US GAAP are included in comprehensive income but are excluded from net loss as these amounts are recorded directly as an adjustment to stockholders’ equity.  Our other comprehensive income is comprised of foreign currency translation adjustments.  Comprehensive income is reported in our consolidated statements of stockholders’ deficiency.

Item 8.Financial Statements.

We set forth below a list of our auditedoperations for the periods presented.

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.

Report.


39
Item
Page*

HNO INTERNATIONAL, INC.

INDEX

October 31, 2023 and 2022

Report of Independent Registered Public Accounting Firm (PCAOB ID 5041)F-1
ConsolidatedAudited Balance Sheets at October 31, 2009 and 2008F-2
ConsolidatedAudited Statements of Operations for the Years Ended October 31, 2009 and 2008 and from October 27, 2005 (inception) to October 31, 2009F-4F-3
ConsolidatedAudited Statement of Changes in Stockholders’ Deficiency for the Years Ended October 31, 2009 and 2008 and from October 27, 2005 (inception) to October 31, 2009Stockholders' DeficitF-5F-4
ConsolidatedAudited Statements of Cash Flows for the Years Ended October 31, 2009 and 2008 and from October 27, 2005 (inception)F-5
Notes to October 31, 2009Audited Financial StatementsF-6
 F-6
Notes to Consolidated Financial StatementsF-7

*Page F-1 follows page 45 to this Annual Report on Form 10-K.

28


Item 9. Changes In and Disagreements with Accountants on Financial Disclosure.

On November 18, 2009, we engaged Holtz Rubenstein Reminick LLP (“Holtz Rubenstein”

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.


Chang G. Park, CPA’s report dated January 19, 2009,operations, shareholders’ equity, and cash flows for the past two fiscal years in the period ended October 31, 2008 and 2007, did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, except that Chang G. Park, CPA expressed in their report substantial doubt about our ability to continue as a going concern.

In connection with the audit of our financial statements and in the subsequent interim period through the date of dismissal, there were no disagreements, resolved or not, with Chang G. Park, CPA on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which disagreements, if not resolved to the satisfaction of Chang G. Park, CPA, would have caused Chang G. Park, CPA to make reference to the subject matter of the disagreements in connection with their report.

During the years ended October 31, 2008 and 2007, and through our retention of Holtz Rubenstein on November 18, 2009, we did not consult Holtz Rubenstein on any matter relating to accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements.  Neither was a written report provided by Holtz Rubenstein nor oral advice provided that Holtz Rubenstein concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or was there any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv) of Regulation S-K2023, and the related instructionnotes and schedules (collectively referred to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv) of Regulation S-K.

Item 9A(T).Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management conducted an evaluation, with the participation offinancial statements). In our chief executive officer and then-chief financial officer (CFO), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, such officers concluded that our disclosure controls and procedures were not effective in reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act.

We failed to file this Annual Report on Form 10-K on a timely basis.  We have retained a British charter accountant, with fifteen years of experience in the preparation and filing of reports under the Exchange Act, to assist us in improving our disclosure contracts and procedures.

29


Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for the preparation of our financial statements and related information.  Our management uses its best judgment to ensure thatopinion, the financial statements present fairly, in all material respects, ourthe financial position and results of operations in conformity with generally accepted accounting principles.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Under the supervision of management, including our chief executive officer and then-chief financial officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission published in 1992 and subsequent guidance prepared by the Commission specifically for smaller public companies.  Based on that evaluation, our management concluded that our internal control over financial reporting were not effectiveCompany as of October 31, 2009.  Such ineffectiveness was due to deficiencies that existed2023 and 2022, and the results of its operations and its cash flows for the two years in the design or operation of our internal controls over financial reporting that adversely affected our internal controlsperiod ended October 31, 2023 and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
inadequate segregation of duties consistent with control objectives; and
ineffective controls over period end financial disclosure and reporting processes.

Our management believes that the material weaknesses noted in latter two items above did not have an effect on our financial results.  However, our management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, transactions and dispositions of assets; and provide reasonable assurances that:

transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States;
receipts and expenditures are being made only in accordance with authorizations of management and the directors of our Company; and
unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements are prevented or timely detected.

All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

30


This annual report does not include an attestation report of Holtz Rubinstein Reminick LLP, our registered public accounting firm, regarding internal control over financial reporting.  Management's Report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only Management's Report in this annual report.

Changes in Internal Controls

In connection with our acquisition of Limited, we have adopted new internal controls over the financial reporting and disclosure controls and procedures in anticipation of our transition from an advance-stage development company to commencement of operations.   We also retained ECFO Corporation in January 2010 to assist us in preparing our financial statements2022, in conformity with accounting principles generally accepted in the United States.  Further, in January 2010, Mike Starkie, an individual with substantial experience is preparingStates of America.

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.


Item 9B.Other Information.

None.

31


PART III

Item 10.Directors and Executive Officers.

The following individuals currently serve as our directors, executive officers and key employees.  All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified.  The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Name
Position Held
with the Company
Age
Date First Elected 
or Appointed
Mark QuinnChief Executive Officer and Director49March 16, 2009
Jessica HatfieldExecutive Vice President and Director51March 16, 2009
Dr. Arvind Pandalai
Non Executive Group Chairman
of the Board of Directors
60November 5, 2009
Robert Kohn
Non Executive Vice Chairman
 of the Board of Directors
63November 5, 2009
David SonnenbergDirector58November 5, 2009
Mike StarkiePresident and Acting Chief Financial Officer63February 5, 2010

The following is a brief account ofprepared assuming that the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Mark L.M. Quinn, Chief Executive Officer and Director

Mark has extensive international business experience in South East Asia (particularly in India and the Philippines), Russia, Middle East and Africa.  Mark has negotiated a number of commercial contracts with government agencies in those regions.

From 2003 to 2005, Mark worked with David Sonnenberg, one of our directors, and founded D1 Oils PLC (“D1”), developing D1 into a global market leader in biodiesel fuel.  Mark and the other founders of D1 successfully listed the company on the Alternative Investment Market in October 2004, raising £30 million in funding over the course of the first year.  Mark has established agronomy programs within both the public and private sectors throughout India, Africa, Thailand and South East Asia, for the development of sustainable supplies of vegetable oils and worked closely with Governments to promote and gain acceptance of biodiesel as an alternative and renewable energy resource.  In September 2005, Mark became the Managing Director of Enhanced Biofuels & Technologies Limited and developed a marketing program for the introduction of a renewable emulsified diesel fuel (RED), in conjunction with the development of a sustainable supply chain of crude vegetable oil from Eastern Europe and Russia.  Working in conjunction with the Saudi offset accreditation program and the international carbon trading market to support the sale of renewable fuel and technology produced in Saudi Arabia.  He also set up laboratory facilities in India for research and development of Algae BiomassCompany will continue as a viable source of non edible vegetable oils for usegoing concern. As discussed in the production of biofuels.  In November 2008, Mark entered into a partnership arrangement with Jessica Hatfield and formed Rootchange Limited (previously named MGS Development Company) (“Rootchange”) which acquired all of the assets of Enhanced Biofuels and Technologies Limited.  In March 2009, the assets of Rootchange were acquired by Limited and Mark became Limited’s Chief Executive Officer.  We acquired Limited in November 2009.

32


Jessica Hatfield, Executive Vice President and Director

From 1994Note 3 to 2004, Jessica Hatfield was Chief Executive Officer of The Media Vehicle, a company she founded that provided advertising alternatives to traditional above the line media. She grew the company from a startup to a global brand which she subsequently sold a 30% stake to Clearchannel International. In 2005, she became Chief Executive Officer and the co-founder of STARO (Save the Amazon Rainforest Organization), which she operated on a full time basis to October 2008. In 2008, Jessica was elected to the United Nations Environmental Program Who’s Who In “Women and the Environment,” recognizing her work in the field of Amazon Rainforest conservation. In November 2008, Jessica joined Rootchange as a partner. In March 2009, the assets of Rootchange were acquired by Limited. We acquired Limited in November 2009.

Dr. Arvind Pandalai, Non Executive Chairman and Director

Dr. Arvind Pandalai has 32 years of experience in international trading, export and import management, market research, counter trade, off-shore trade, joint ventures, project management, financial management and strategic planning. Recognizing the contributions made by Dr. Pandalai to the national and organizational cause, he was awarded 2004 IMM Award for Excellence as a Top Professional by the Institute of Marketing & Management, New Delhi, India. He was also awarded Certificate of Excellence in Productivity, Quality, Innovation & Management by the Institute of Economic Studies, New Delhi, India. Prior to accepting the role as non Executive Chairman of Clenergen Corporation, Dr. Arvind was employed by the State Trading Corporation of India Limited a position spanning over 28 years, of which he reached the position of Chairman cum Managing Director up until his retirement in December 2008.

Robert Kohn, Non Executive Vice-Chairman and Director

Robert has been Chairman/CEO, President/COO and co-founder of three start-up public companies, with a combined market cap of over $1.5 billion. Equity and debt raised for these companies exceeded $400 million. From 1996 to 1999, he was President of Entrade.com, an entity trading subsidiary of Exelon Corporation, a New York Stock Exchange listed company that is one of the largest electric companies in the United States. Robert was also co-founder of ORFA Corporation, a waste recycling to energy company listed on the Nasdaq Nation Market System, with a peak market cap exceeding $350 million. He was also co-founder and CEO of AssetTrade (now GoIndustry.com), from November 1998 to March 2003, an ICG company and world leader in its market. Robert was CEO/COO/CFO of four public company joint ventures with Textron and GE Power Systems (now GE Energy). From April 2003 to March 2009, he was a financial consultant for and acted as interim Chief Executive Officer and Chief Financial Officer of Voss Enterprises and Global Realty Development Corp. Over his career, he has developed and negotiated over 20 acquisitions and over 100 strategic alliances/joint ventures. He has served on the board of directors of 13 companies and a 137 year old savings and loan. Robert is a CPA with a BA degree in Accounting from Temple University in 1972.

Mike Starkie, President and Chief Financial Officer

Mike was formerly the Group Vice President and Chief Accounting Officer of BP Plc, a role to which he was appointed in 1994. As Group Vice President and Chief Accounting Officer, Mike played a leading role in BP’s mergers and acquisitions. He was responsible for the Group’s financial statements (including US corporate) and for the Group’s US SEC filings (e.g., Forms 20-F and 6-K), compliance with other financial reporting requirements. Mike sits on several intergovernmental and institutional boards acting as professional advisor and chair. His expertise is used on the CBI Financial Reporting panel of which he is Chairman and also in advising the European Commission on the adoption of International Reporting Standards and Interpretations on the European Financial Reporting Advisory Group (EFRAG) and the Technical Expert Group. Mike retired from BP in December 2009.

33


David Sonnenberg, Non Executive Director

David currently is Executive Director of Energy Technologies Limited, a South African company formed in January 2007 that is exploiting the potential of agricultural waste to produce renewable and sustainable electricity.  He has a technical background from Wits Technicon (SA), where he graduated as an industrial designer, specializing in factory management, design, marketing management and production supply chain.  David was Director of D1 Oil Plc from January 2003 to October 2004 and responsible for the agronomy development of Jatropha as a non-edible feedstock for the processing and production of biodiesel.  David provided consulting services to D1 Oils plc from October 2004 to December 2006.  During this period he also consulted for Helius Energy Plc and became one of their largest shareholders prior to the floatation of the Company.

Dr. Muthuchelian, Chief Scientific Advisor-Biomass Energy Crops

Dr. K. Muthuchelian is the Director for Biodiversity and Forest Studies at the Madurai Kamaraj University, and Professor and Head of the School of Energy, Environment and Natural Resources at Madurai Kamaraj University, Madurai, India.  He was appointed as Director in March 2002.  Prof. K. Muthuchelian bears many mantles of a successful educational administrator, and is an excellent teacher with high international caliber, nominated as Fellow of International Energy Foundation (FIEF) by International Energy Foundation, Saskatchewan, Canada; elected as Fellow of National Academy of Biological Sciences (FNABS) by National Academy of Biological Sciences, India; and awarded the academically high Prestigious Degree of “Doctor of Science” [D.Sc.] by Madurai Kamaraj University.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that Mike Starkie would qualify as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, but for the fact that he serves as President of our company.  Our board of directors believes that the members of our board are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Board and Committee Meetings

Our board of directors held no formal meetings, prior to October 2008.  All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors.

Family Relationships

There are no family relationships among our directors or executive officers.

Committees of the Board of Directors

Our board of directors has not established standing audit, nominating or compensation committees, or committees performing similar functions, to assist it in the discharge of the board’s duties.  We have determined that Dr. Arvind Pandalai, Robert Kohn and David Sonnenberg are independent directors, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

34


Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.  Officers, directors and persons who own more than 10% of our equity securities are required by regulation to furnish us with copies of all Section 16(a) forms they file with the Securities and Exchange Commission.  Based solely on our review of the copies of those reports received by us, or written representations from certain reporting persons that no other reports were required for those persons, we are not aware of any failures to file reports or report transactions in a timely manner during our 2009 Fiscal Year.

Code of Ethics

We do not currently have a code of ethics, because we have only limited business operations.  We intend to adopt such a code of ethics in 2010, as our business operations expand and we have more directors, officers and employees associated with our Limited Companies/.

Item 11.Executive Compensation.

The following table sets forth, with respect to our fiscal years ended October 31, 2009 and 2008, all compensation earned by all persons who served as our chief executive officer or chief financial officer at any time during our 2009 Fiscal Year.  We did not have any other person who was serving as an executive officer of our company as of the close of business on October 31, 2009 whose total annual salary and bonus earned during our fiscal year ended October 31, 2009 exceeded $100,000.

Summary Compensation Table

    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)                

(1)Mr. Quinn was appointed as our President, Chief Executive Officer, Chief Financial Officer and director on March 16, 2009.  Mr. Quinn resigned as our President and Chief Financial Officer on August 30, 2009.
(2)Does not include perquisites which totaled under $10,000 for each of the 2009 Fiscal Year and 2008 Fiscal Year.

(3)
Ms. Hatfield was appointed as our Executive Vice-President and director on March 16th , 2009.

(4)Mr. Seyfert resigned as our President, Chief Executive Officer, Chief Financial Officer and Director on March 16, 2009.

35


(5)Does not include the 760 shares of common stock  Mr. Quinn held in Clenergen Corporation Limited which were exchanged for Clenergen Corporation shares under the terms of the share exchange agreement signed in August 2009.
(6)Does not include the 760 shares of common stock  Ms Hatfield  held in Clenergen Corporation Limited which were exchanged for Clenergen Corporation shares under the terms of the share exchange agreement signed in August 2009.

Option Grants to Named Executive Officers

We did not grant any options to any of our named executive officers listed in the Summary Compensation Table during our 2009 Fiscal Year, nor during any previous period.

Pension Benefits

We did not have in place during our 2009 Fiscal Year, nor for any previous period, any plan or arrangement that provides for payments or other benefits at, following or in connection with the retirement or any of our named executive officers listed in the Summary Compensation Table.

Employment Agreements

On August 8th,  2009 we entered into a consulting agreement with Dr Arvind Pandalai, as Non Executive Chairman of our company. Under this Agreement, Dr Arvind Pandalai has provided services consisting of:
·Assuming the role of Group Chairman of Clenergen Corporation
·Engaging  in press conferences and interviews with both the press and other media channels.
·Chairing all Board of Directors meetings and retain the casting vote where applicable.
·Ensuring  the company meets all compliance regulations both with the US and Indian regulatory authorities.
·Appointing the Chief Executive officer and Chief Financial officer of Clenergen India Private Limited who will report to the Chairman directly.
·Appointing an accredited accounting firm to perform detailed audits on behalf of Clenergen India Private Limited.
As compensation for such services, Dr Arvind Pandalai received 5,000,000 shares of common stock and is entitled to receive $16,666 on a monthly basis for ongoing services to the company.

On August 29th, 2009 we entered into a consulting agreement with Jessica Hatfield , as Executive Vice President  of our company. Under this Agreement, Jessica Hatfield  has provided services consisting of:
·Assuming the position and responsibilities of a Director of Clenergen Corporation.
·Attending meetings of the Board of Directors to be held on a quarterly basis
·Managing and operate the Clenergen Foundation and oversee projects designated in the regions where the company maintains operations.
36

·Appointing a public relations company and manage all communications between Clenergen Corporation and the PR company.
·Proof read and approve all press releases and ensure maximum circulation upon release.
·Managing and attend conferences as designated by the Board of Directors and preparation of all display and marketing materials as required.
·Promoting the services of the company to mining companies and large end users located in Central and Southern America, Africa and India.
As compensation for such services, Jessica Hatfield received 15,798,984 shares of common stock and is entitled to receive $5,366 on a monthly basis for ongoing services to the company.

On August 29th, 2009 we entered into a consulting agreement with Robert Kohn, as Non Executive Vice Chairman  of our company. Under this Agreement, Robert Kohn has provided services consisting of:
·Acting as Non Executive Vice Chairman of Clenergen Corporation, and developing a management team for the business development activities in USA and Canada
·Overseeing all filings and corporate governance and compliance with OTC and SEC regulation
·Securing equity investment on behalf of Clenergen Corporation
·Negotiatating and entering into strategic alliance and joint venture agreements with companies based in the USA, Canada and South America.
·Securing private placement of shares with reputable third parties
As compensation for such services, Robert Kohn  received 3,000,000  shares of common stock and is entitled to receive $5,602  on a monthly basis for ongoing services to the company.

On August 29th,2009 we entered into a consulting agreement with Mark Quinn, as Chief Executive Officer  of our company. Under this Agreement, Mark Quinn has provided services consisting of:

·Performing the duties of Chief Executive Officer of Clenergen Corporation
·Attending meetings of the Board of Directors to be held on a quarterly basis
·overseeing the hiring and training of Senior Management of the Company.
·establishing wholly owned subsidiary companies in various regions where the company will be operational
·interactacting with the stock markets and attend press conferences on behalf of the company.
·Ensuring  the company meets all audit and SEC compliance regulations.
·Holding directorships on the Board of subsidiary companies and Joint venture companies.
37


As compensation for such services, Mark Quinn received 15,798,984 shares of common stock and is entitled to receive $5366 on a monthly basis for ongoing services to the company.

On August 29th, 2009 we entered into a consulting agreement with David Sonnenberg, as Non Executive Director of our company. Under this Agreement, David Sonnenberg has provided services consisting of:
·Consulting services pertaining to gasification technology, fermentation processes and combined duel gas processes
·Evaluation of  feedstock and its calorific values/application in gasification processes
·Supplying technical due diligence materials to various institutions and investment banks with regards to gasification and combustion steam systems.
·Overseeing  the manufacturing of gasification equipment with key suppliers located in South Africa.
As compensation for such services, David Sonnenberg received 750,000 shares of common stock and is entitled to receive $1532 on a monthly basis for ongoing services to the company.

On January 1h 2010 we entered into a consulting agreement with Mike Starkie as President and acting Chief Financial Officer of our company. Under this Agreement, Mike Starkie has provided services consisting of:
·Strategy: Constructively challenge and contribute to the development of strategy.
·Performance: Scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
·Risk: Satisfy that  financial information is accurate and that financial controls and systems of risk management are robust and defensible.
·People: Determination of the  appropriate evels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning
·Providing entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed.
·Setting the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives, and reviews management performance.
·Setting  the Company’s values and standards and ensures that its obligations to its shareholders and others are understood and met.
·Serving on one or more of the Board committees including Audit, Nomination and Remuneration Committees and set out the terms of reference for each of those committees.
As compensation for such services, Mike Starkie received 2,000,000 shares of common stock and is entitled to receive $5,366 on a monthly basis for ongoing services to the company.

Director Compensation

We currently do not compensate our directors for serving in such capacity.  However, certain of our current directors received shares of our common stock as compensation for consulting services performed prior to the agreements entered into in August 2009.  The following table sets forth the number of shares received by each of our current directors as of August 2009. :

38


Mark LM Quinn:17,948,984 shares of common stock (1)
Jessica Hatfield:13,948,984 shares of common stock (2)
Dr Arvind Pandalai:5,000,000 shares of common stock
Robert Kohn:3,000,000 shares of common stock
David Sonnenberg500,000 shares of common stock (3)
Mike Starkie:500,000 shares of common stock (4)

(1)
On December 12th 2009, Mr Quinn returned 2,100,000 shares of common stock  to the Treasury of the Company. On November 11th 2009 Mr Quinn received 760 shares of common stock under the terms of the Share exchange Agreement signed November 5th 2009.
(2)
On December 12th 2009, Ms Hatfield received an additional 1,900,000 shares of common stock. Ms Hatfield received 760 shares of common stock under the terms of he share exchange Agreement signed November 5th 2009.
(3)
On October 29th, 2009, Mr Sonnenberg received an additional  250,000 shares of common stock
(4)
On October 29th, 2009, Mike Starkie received an additional 1, 500,000 shares of common stock.

In addition to shares of our common stock received by certain of our current directors as compensation for consulting services performed or to be performed by such directors, we have agreed to pay certain of our current directors additional consulting fees on a monthly basis as follows (amounts in US Dollars at currency conversion rate on March 17th, 2010):
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 

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Our common stock is the only class of our voting securities presently outstanding.

The following table sets forth information with respect to the beneficial ownership of shares of our common stock, as of March 15, 2010 by:
each person known by us to beneficially own 5% or more of the outstanding shares of such class of stock, based on filings with the Securities and Exchange Commission and certain other information,
each of our current “named executive officers” and directors, and
all of our current executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power.  In addition, under SEC rules, a person is deemed to be the beneficial owner of securities which may be acquired by such person upon the exercise of options and warrants or the conversion of convertible securities within 60 days from the date on which beneficial ownership is to be determined.

39

  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 
 (1)Includes 5,865,175 shares of our common stock owned of record by Rootchange Limited, a company in which Mark Quinn and Jessica Hatfield each hold a 50% equity interest.  Mr. Quinn and Ms. Hatfield each have voting and dispositive powers over the shares of our common stock owned by Rootchange Limited.
Item 13.Certain Relationships and Related Transactions.

There have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000, or 1% of the average of our total assets at October 31, 2009 and 2008, in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest, except that:

40

Our former principal executive office and telephone number were provided by our former President, Chief Executive Officer, Chief Financial Officer and director, Mr. Seyfert, on a rent free basis;
Mark Quinn and Jessica Hatfield were shareholders of Limited at the time we acquired Limited in November 2009 and each acquired 760 shares in connection with such acquisition
·
Mark Quinn and Jessica Hatfield were 50% equal shareholders of Rootchange Limited that was acquired by Limited on  April 1st 2009 in exchange for 5,865,775 shares in total.
·The Company has entered into consulting agreements with certain individual as listed below to perform in the position of executive officers and directors of the company. In exchange for their services, their monthly compensation is as follows :

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 
·
Item 14.Principal Accounting Fees and Services.

The following table sets forth the fees billed by our independent accountants for the years ended October 31, 2009 and 2008 for the categories of services indicated.

  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 

(1)Consists of fees billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-QSB and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.
(2)Consists of assurance and related services that are reasonably related to the performance of the audit and reviews of our financial statements and are not included in “audit fees” in this table.
(3)Consists of professional services rendered for tax compliance, tax advice and tax planning.  The nature of these tax services is tax preparation.
(4)Fees incurred in connection with reverse acquisition audits.

Audit Committee Approval

We do not have an audit committee of our board of directors.  We believe that each member of our board has the expertise and experience to adequately serve our stockholders’ interests while serving as directors.  Since we are not required to maintain an audit committee and our full board acts in the capacity of an audit committee, we have not elected to designate any member of our board as an “audit committee financial expert.”

41

Pre-Approval Policy

In addition to retaining Holtz Rubinstein Reminick, LLP (“Holtz Rubenstein”) to audit our consolidated financial statements for our 2009 Fiscal Year, we retained Holtz Rubenstein to provide other audit related services to us in our 2009 Fiscal Year.  We understand the need for Holtz Rubenstein to maintain objectivity and independence in its audit of our financial statements.  To minimize relationships that could appear to impair the objectivity of Holtz Rubenstein, our board of directors has restricted the non-audit services that Holtz Rubenstein may provide to us and has determined that we would obtain even these non-audit services from Holtz Rubenstein only when the services offered by Holtz Rubenstein are more effective or economical than services available from other service providers.

Our board of directors has adopted policies and procedures for pre-approving all non-audit work performed by Holtz Rubenstein or any other accounting firms we may retain.  Specifically, under these policies and procedures, our board shall pre-approved the use of Holtz Rubenstein for detailed, specific types of services within the following categories of non-audit services: merger and acquisition due diligence and related accounting services; tax services; internal control reviews; and reviews and procedures that we request Holtz Rubenstein to undertake to provide assurances of accuracy on matters not required by laws or regulations.  In each case, the policies and procedures require our board to set specific annual limits on the amounts of such services which we would obtain from Holtz Rubenstein and require management to report the specific engagements to the board and to obtain specific pre-approval from the board for all engagements.

Board of Directors Approval of Audit-Related Activities

Management is responsible for the preparation and integrity of our financial statements, as well as establishing appropriate internal controls and financial reporting processes.  Holtz Rubenstein is responsible for performing an independent audit of our financial statements and issuing a report on such financial statements.  Our board’s responsibility is to monitor and oversee these processes.

Our board reviewed the audited financial statements of our company for the year ended October 31, 2009 and met with both other members of management and the independent auditors, separately and together, to discuss such financial statements.  Management and the auditors have represented to us that the financial statements, were preparedthe Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management's plans in accordance with US GAAP.  Our boardregard to these matters are also received written disclosures and a letter from our auditors regarding their independence from us, as required by Independence Standards Board Standard No. 1, and discussed with the auditors their independence with respect to all services that our auditors rendered to us.  Our board also discussed with the auditors any matters required to be discussed by Statement on Auditing Standards No. 61.  Based upon these reviews and discussions, our board authorized and directed that the audited financial statements be includeddescribed in this Annual Report on Form 10-K for the year ended October 31, 2009.

42


PART IV

Item 15.Exhibits, Financial Statement Schedules.

Financial Statements

Note 3. The financial statements and schedules included in this Annual Report on Form 10K are listed in Item 8 and commence following page 45.

Exhibits

The following exhibits are being filed as partdo not include any adjustments that might result from the outcome of this Annual Report on Form 10-K.

Exhibit
NumberExhibit Description
  3.1Composite of Articles of Incorporation.
  3.2Bylaws, as amended to date.  [Incorporated by reference to exhibit 3.2 to the Registration Statement on Form SB-2 of American Bonanza Resources Corp. (p/k/a Clenergen Corporation), filed with the SEC on December 13, 2005.]
10.1Share Exchange Agreement, dated as of August 30, 2009, between Clenergen Corporation and Clenergen Corporation Limited (UK).  [Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (Date of Report: August 30, 2009) of Clenergen Corporation, filed with the SEC on September 4, 2009.]
10.2Commercial Lease Agreement, dated September 11, 2009, between Archana Spinners Limited and Clenergen India Private Limited.  [Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (Date of Report: November 5, 2009) of Clenergen Corporation, filed with the SEC on November 10, 2009.]
10.3Agreement, dated October 2009, between Clenergen Corporation and Star Biotechnology Limited.  [Incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K (Date of Report: November 5, 2009) of Clenergen Corporation, filed with the SEC on November 10, 2009.]
10.4Research and Development Agreement, dated October 2009, among Clenergen Corporation, Star Biotechnology Limited and Arbour Technologies Pty Ltd.  [Incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K (Date of Report: November 5, 2009) of Clenergen Corporation, filed with the SEC on November 10, 2009.]
10.5Power Purchase Agreement dated March 31, 2009 between Clenergen India Private Limited and PTC India Limited (formerly known as Power Trading Corporation of India Limited).  [Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (Date of Report: November 5, 2009) of Clenergen Corporation, filed with the SEC on November 10, 2009.]
10.6Memorandum of Agreement, dated October 6, 2009, between Clenergen Corporation and Enhanced Biofuels and Technologies India Private Limited.  [Incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K (Date of Report: November 5, 2009) of Clenergen Corporation, filed with the SEC on November 10, 2009.]
10.7Memorandum of Agreement, dated August 2009, between Clenergen India Private Limited and Growmore Biotech Limited.  [Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K (Date of Report: November 5, 2009) of Clenergen Corporation, filed with the SEC on November 10, 2009.]
10.8Biomass Supply Agreement, dated June 2009, between Clenergen Corporation Limited and Villsam Company Limited.  [Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K (Date of Report: November 5, 2009) of Clenergen Corporation, filed with the SEC on November 10, 2009.]

43


10.9Strategic Marketing Agreement, dated June 2009, between Clenergen Corporation Limited and Villasam Company Limited.  [Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K (Date of Report: November 5, 2009) of Clenergen Corporation, filed with the SEC on November 10, 2009.]
10.10Leasehold and Option Agreement dated September 12, 2009 between Clenergen Corporation and Georgia Caribbean International, Limited.  [Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K (Date of Report: November 5, 2009) of Clenergen Corporation, filed with the SEC on November 10, 2009.]
10.11Memorandum of Agreement, dated August 31, 2009, between Clenergen India Private Limited and See Emberumanar Jeer Mutt.  [Incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K (Date of Report: November 5, 2009) of Clenergen Corporation, filed with the SEC on November 10, 2009.]
10.12Biomass Supply Agreement, dated April 1, 2009, between Clenergen India Private Limited and IJM Constructions.  [Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K (Date of Report: November 5, 2009) of Clenergen Corporation, filed with the SEC on November 10, 2009.]
10.13Letter of Maurai Kamaraj University, dated September 17, 2009 and addressed to Clenergen Corporation Limited (UK).  [Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K (Date of Report: November 5, 2009) of Clenergen Corporation, filed with the SEC on November 10, 2009.]
10.14Memorandum of Agreement, dated December 2009, between Clenergen Corporation and National Power Corporation.
10.15Asset Purchase Agreement, between Clenergen Corporation Limited and Rootchange Limited, dated April 1, 2009.
10.16Consulting Agreement between Mark LM Quinn and Clenergen Corporation dated August 29th, 2009.
10.17Consulting Agreement between Jesscia Hatfield and Clenergen Corporation dated August 29th, 2009.
10.18Consulting Agreement between Dr Arvind Pandalai  and Clenergen Corporation dated August 8th, 2009.
10.19Consulting Agreement between Robert Kohn and Clenergen Corporation dated August 29th, 2009
10.20Consulting Agreement between Mike Starkie and Clenergen Corporation dated January  1st 2010.
10.21Consulting Agreement between David Sonnenberg  and Clenergen corporation dated August 29th, 2009.
21.1  Subsidiaries.
31.1  Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2  Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
32.1  Section 1350 Certification of Principal Executive Officer.
32.2  Section 1350 Certification of Principal Financial Officer.
44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Clenergen Corporation and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Clenergen Corporation and Subsidiaries (a development stage company) (the "Company") as of October 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ (deficiency) equity, and cash flowsuncertainty.

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.


audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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.


In 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 $0.001 per share; 15,000,000 shares authorized      
Series A, par value $0.001 per share; 10,000,000 shares authorized; 10,000,000 and 5,000,000 shares issued and outstanding as of October 31, 2023 and October 31, 2022, respectively  10,000   5,000 
Common stock, par value $0.001 per share; 985,000,000 shares authorized; 419,341,584 and 105,265,299 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
  (0.00)  (0.01)
Weighted average number of common shares outstanding - basic and diluted  352,447,298   100,230,066 
         
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.


The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered continued losses from operations since inception and has a net capital deficiency.  These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
HOLTZ RUBENSTEIN REMINICK LLP

Melville, New York
March 19, 2010
F-1


CLENERGEN CORPORATION
(a Development Stage Company)
CONSOLIDATED BALANCE SHEETS
ASSETS
  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 

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


F-2


CLENERGEN CORPORATION
(a Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(continued)

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  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 
The accompanying notes are an integral part of these financial statements.

F-3


CLENERGEN CORPORATION
(a Development Stage Company)
STATEMENTS OF OPERATIONS
For the twelve months ending October 31, 2009 and 2008
and from October 27, 2005 (inception) to October 31, 2009
  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)

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

F-4


CLENERGEN CORPORATION
(a Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY/DEFICIENCY
As of October 31, 2009

           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)
The accompanying notes are an integral part of these financial statements.
F-5


CLENERGEN CORPORATION
(a Development Stage Company)
STATEMENTS OF CASH FLOWS
For the twelve months ending October 31, 2009 and 2008
and from October 27, 2005 (inception) to October 31, 2009
  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 
The accompanying notes are an integral part of these financial statements.

F-6

CLENERGEN CORPORATION
(FORMERLY AMERICAN BONANZA RESOURCES CORP.)
(A Development Stage Company)
Notes to Financial Statements
October 31, 2009


States.

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS


Clenergen Corporation (formerly American Bonanza Resources Corp.) (The Company) was incorporated under the laws of the State of Nevada on May 2 2005. The Company was formed to engage in the acquisition, exploration and development of natural resource properties.

Effective March 19, 2009, the Company changed its name from American Bonanza Resources Corp. to Clenergen Corporation.

On August 30, 2009, the Company entered into a share exchange agreement in which the Company acquired all of the issued and outstanding shares of Clenergen Corporation Limited, a United Kingdom corporation (“Clenergen UK”), in accordance with a share exchange agreement.  At the closing, 13,643,045 shares of the Company’s common stock were issued to former stockholders of Clenergen UK.  On August 4, 2009, the Company issued 31,847,968 of the Company’s common stock to certain shareholders of Clernergen UK for future consulting services.  As a result of this transaction, these shareholders obtained 67% of the Company’s outstanding shares and effectively gained control of the company. Therefore, the effective date of this merger is August 4, 2009, as both the share exchange and issuance of consultants’ shares were included in the same agreement.
As a result of the merger, former Clenergen UK shareholders hold a majority of the voting interest in the Company. This transaction was accounted for as a reverse merger, with Clenergen UK being the acquirer for accounting purposes. The pre-acquisition financial statements of the accounting acquirer, Clernergen UK, will become the historical financial statements of the combined companies. This transaction was accounted for as the issuance of common stock by Clenergen UK for the net monetary assets of the Company, accompanied by a recapitalization to reflect the legally issued and outstanding shares of the combined companies.  Pre-acquisition stockholders’ equity of Clenergen UK is retroactively restated for the equivalent number of shares of the Company received by Clenergen UK stockholders in the acquisition, with differences between the par value of the Company and Clenergen UK’s stock recorded as additional paid in capital.

In October 2005, Enhanced Biofuels Technologies Limited ("EBT"), a London, United Kingdom corporation, was formed. In November 2006, all of the outstanding shares of EBT were exchanged for shares of Rootchange Limited (formerly MGS Development Company Limited). In April 2009, the assets of Rootchange were sold to Clenergen Corporation.

Clenergen Corporation Limited (UK) was incorporated on March 4, 2009 under the laws of the United Kingdom.  Clenergen Corporation Limited (UK) owns 99.99% of issued and outstanding shares of Clenergen India Private Limited, a corporation incorporated under the laws of India.

F-7

We are an advanced stage development company focused on the business of installing, owning and operating small to medium sized renewable Distributed Environmental Power Systems (DEPS) to local municipalities, manufacturers and national grids which are powered by the use of biomass produced from proprietary feedstock’s cultivated specifically for this purpose.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles

Basis of Consolidation

As of the reporting period ended October 31, 2023, the Company has determined that it does not engage in consolidation - The consolidatedactivities as defined by U.S. GAAP. Therefore, our financial statements of the Company include the accounts of Clenergen Corporation Limitedare presented on a standalone basis, and its 99.99% owned subsidiary, Clenergen India Private Limited. All significant intercompany balances and transactionsno consolidation adjustments have been eliminated.


Property and equipment - Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation of equipment is recognized over the estimated useful lives of the respective asset on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful lives or the remainder of the lease term.

Research and development - Research and development costs are charged to operations as incurred and include direct costs of research scientists and materials and an allocation of other core scientific services.

Foreign currency translation - The Company's assets and liabilities have been translated using the exchange rate at the balance sheet date. The weighted average exchange rate for the period has been used to translate expenses. Translation adjustments are reported separately and accumulated in a separate component of equity {comprehensive income (loss)}.

Comprehensive income (loss) - Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles in the United States of America are included in comprehensive income but are excluded from net loss as these amounts are recorded directly as an adjustment to stockholders' equity. The Company's other comprehensive income is comprised of foreign currency translation adjustments. Comprehensive income is reported by the Company in the consolidated statements of operations.
Basic earnings per share -
Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share as the Company does not have any outstanding potentially dilutive securities.

Cash Equivalents - The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

made.

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.


F-8


Income Taxes - A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion ofThe management it is more likely than not that some portion or allmakes its best estimate of the deferred tax assets will not be realized. Deferred tax assetsoutcome for these items based on information available when the condensed financial statements are prepared.

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.


NOTE 3.  RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued the FASB Accounting Standards Codification (“Codification”). The Codification will become the source of authoritative GAAP recognized by the FASBthree months or less to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification is not intended to change or alter existing GAAP. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of the Codification did not have a material impact on our consolidated financial statements.
NOTE 4.  OTHER ASSETS

cash equivalents.

Employee Stock-Based Compensation

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.


A Deed of Trust for Clenergen Foundation was filed on October 22, 2009stock-based compensation in India.

The company has recorded $33,487 in deposits that relate to rental agreements for office space in both the United Kingdom and India and for leases of land related to our primary business purpose.

NOTE 5. FIXED ASSETS
Furn & Equip $12,339 
Transportation  1,701 
Accum Deprec  ( 1,139)
     
Net Book Value $12,901 

NOTE 6. OPERATING LEASES

The Company leases office space and land in the United Kingdom and India under operating leases expiring at various dates through 2035.
F-9


At October 31, 2009, aggregate minimum rental commitments onaccordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all operating leases are as follows:
Years Ending,

2010 $93,500 
2011  93,500 
2012  93,500 
2013  93,500 
2014  93,500 
Thereafter  1,258,000 
   $1,725,500 
Rent expense was $34,500, $15,000 and $95,100 for the years ended October 31, 2009 and 2008 and period from inception May 2, 2005 to October 31, 2009, respectively.
NOTE 7. LIABILITIES

Liabilities for the period are comprised of loans from shareholders and related parties. There are currently no formal agreements outlining terms of repayment, however management expects to repay these notes upon future short-term financing.  The balance of these loans at October 31, 2009 is $330,302.

NOTE 8. STOCKHOLDER’S EQUITY

All forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans stock options, restricted stock and stock appreciation rights, as well as share grants and otherincentive shares. Under ASC 718 awards issued to employees and non-employees under free-standing arrangements are recordedresult in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

F-6

The Company's post-split authorized capital increased to 150,000,000 shares of common stock with a par value of $0.001 per share. All share amounts have been retroactively adjusted for all periods presented.

On April 1, 2009,

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.


On August 4, 2009, the Company issued 7,776,350 shares of common stock in connection with the stockholder advances in the amount of $640,299.

F-10

Effective August 4th, 2009, the Company issued an aggregate of 57,547,968 common shares as compensation for services rendered to the Company, and for agreeing to provide additional services. The Shareholders entered into a "Lockup Agreement with the Company, which requires prior written consent of the Company, that, until the earlier of the second anniversary of the date of this Agreement or a Change in Control, in order to sell any securities. The agreement also stipulates that after the initial two year period, and up to the earlier of the third anniversary of the date of this Agreement, written notice will be given to the Company and such written approval to sell by the Company shall be given within five business days.

NOTE 9. INCOME TAXES

The Company has not recognized an income tax benefit for its operating losses generated since inception based on uncertainties concerning its ability to generate sufficient taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets that, based on available evidence, are not expected to be realized.

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.

Basic Income (Loss) Per Share

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.


Set-off & Carry-forwarddecreases in the value of Losses

Business losses incurredproperty and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

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

Schedule of estimated useful lives of assets
Useful life
Small Equipment3 Years
Large Equipment7 Years
Vehicles4 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.


Clenergen Corporation is an advanced development stage company incorporated in the State of Nevada and is subject to United States of America tax law.  Clenergen Corporation did not have any taxable incomefollowing:

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 5,000,000 shares of its Series A Preferred Stock to Mr. Owens, valued at $82,500.

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

 COUNTRY

APPLN

NO

PATENT

NUMBER

TITLESTATUS

 

 

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 985,000,000 shares of common stock, par value 0.001 $.001.

Increase in Authorized Capital Stock

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

Stock Issued

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 10,000 shares of common stock, par value $0.001 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 20,000 shares of common stock, par value $0.001 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’ 20,000 shares of common stock were returned to the Company for cancellation and the 10,000 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 175,000,000 shares of its common stock, $0.001 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 5,000,000 shares of its common stock, $0.001 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 2,000,000 shares of its common stock, $0.001 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 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.

The Company's Board of Directors granted approval for the issuance of 2,025,000 shares of our common stock with a value of $0.001 on January 2, 2023, in exchange for services rendered to the Company. These shares 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 100,000,000 shares of its common stock, $0.001 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 8,000,000 shares of its common stock, $0.001 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 1,968,032 shares of common stock at a fixed price of $1.00 per share for a total of $1,968,032 in cash under the Company’s active Regulation A offering, qualified by the Securities Exchange Commission on May 3, 2023.

During the quarter ended October 31, 2023, the Company issued 58,500 shares of common stock at a fixed price of $1.00 per share for a total of $58,500 in cash under the Company’s active Regulation A offering, qualified by the Securities Exchange Commission on May 3, 2023.

On October 9, 2023, the Company issued 24,753 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 419,341,584 and 105,265,299 shares of common stock issued and outstanding, respectively.

Stock Receivable

On March 31, 2022, the Company issued 10,000,000 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 13,750 shares of common stock under Regulation A offering to various shareholders that have not yet paid for shares; therefore, $13,750 has been classified as common stock receivable.

Stock Payable

During the quarter ended July 31, 2023, the Company sold 19,750 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 6,000 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 18,501 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 15,000,000 shares of preferred stock, par value $0.001.

Series A Preferred Stock

The Company is authorized to issue 10,000,000shares of Series A preferred stock, par value $0.001. On October 14, 2019, the Company issued 10,000,000 shares of the Series A preferred stock to Custodian Ventures LLC, 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 10,000,000 shares of Series A Preferred were transferred. On August 16, 2022, Wilhelm Cashen, the Company’s former Chief Executive Officer, returned his 5,000,000 Series A preferred stock to the Company’s treasury.

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

As of October 31, 2023 and 2022, the Company had 10,000,000 and 5,000,000 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 10,000,000 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 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.

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 74,500 shares of common stock under Regulation A for cash totaling $74,500.

Subsequent to the year ended October 31, 2023, the Company sold 50,000 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 17,001 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.

NameAgePositionTerm in Office
Paul Mueller67President, Chief Executive Officer and SecretaryAugust 22, 2022 to present
Hossein Haririnia71Treasurer and Director

Treasurer from August 22, 2022 to present

Director from December 22, 2022 to present

Donald Owens71Chairman of the Board of DirectorsApril 30, 2021 to present
William Parker59DirectorDecember 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.

44

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 OwnedClassPercentage 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)115,000,000Common Stock27.42%

* 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.

46
Clenergen Corporation’s central office operates from

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 Fees0 0
Tax Fees0 0
All Other Fees0 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.


Clenergen India Private Ltd is a 99.99% owned subsidiary of Clenergen Corporation.  The effective corporate income tax rate for foreign companies is 30.09%.  As of October 31, 2009, the Company did not realize any taxable incomefees and no provision for income taxes has been made for India.

F-11

Deferred tax assets

At October 31, 2009, the Company has available for income tax purposes net operating loss (“NOL”) carry-forwards of $4,963,818 that mayterms thereof, to be used to offset future taxable income.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements since the Company believes that the realization of its net deferred tax assets of approximately $1,116,839 was not considered “more likely than not” and accordingly, the potential tax benefitsprovided by our independent auditor. All of the net loss carry-forwards are fully offset by a valuation allowance of $1,116,839.

Deferred tax assets consist primarily ofservices provided during the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased by approximately $260,792 for thefiscal year ended October 31, 2009.

Components2023 were pre-approved. No audit, review or attest services were approved in accordance with Section 2-01(c)(7)(i)(C) of deferred tax assets as ofRegulation S-X during the fiscal year ended October 31, 2009 and 2008 are as follows:
  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 $-  $- 
Income taxes in2023.

During the consolidated statements of income


A reconciliationapproval process, the Board considered the impact of the UK and Indian statutory income tax ratestypes of services and the effective income tax rate as a percentage of income before income taxes is as follows:

  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%
F-12


Uncertain Tax Positions
The Company evaluates its uncertain tax positions usingrelated fees on the provisions of ASC 450, Contingencies. Accordingly, a loss contingency is recognized when it is probable that a liability has been incurred asindependence of the dateindependent registered public accounting firm. The services and fees were deemed compatible with the maintenance of that firm's independence, including compliance with rules and regulations of the financial statements andSEC. Throughout the amount ofyear, the loss can be reasonably estimated. The amount recognized is subject to estimate and management judgment with respectBoard will review any revisions to the likely outcomeestimates of each uncertain tax position.audit fees initially estimated for the engagement.

47

NOTE 10. GOING CONCERN

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.

These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements dorequired, not include any adjustments relating to the recoverability of the recorded assetsapplicable, or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern.required information is otherwise included.

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.

49
NOTE 11. SUBSEQUENT EVENTS

Effective November 5, 2009, we issued 12,500 shares of our common stock to a consultant, in consideration for the  consultant providing to us advice and assistance in our capital raising efforts, which shares we have valued at  $10,000.  These shares were issued to one “U.S. person” (as that term is defined in under Section 4 (2) under the Securities Act.

Effective November 17, 2009, we issued 100,000 shares of our common stock pursuant to a stock purchase agreement for total consideration of $50,000.  These shares 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.

Effective November 18, 2009, we issued 120,000 shares of our common stock pursuant to two stock purchase agreements for total consideration of $60,000.  These shares were issued to two “non-U.S. persons” in an offshore transaction relying on the safe-harbor exception from registration provided in Regulation S.

Effective November 19, 2009, we issued 350,000 shares of our common stock to a consultant, in consideration for the services previously performed by consultant and his agreement to provide additional services, which we have valued at $100,000.

ITEM 16. FORM 10-K SUMMARY.

None.

SIGNATURES

In November 2009, we issued 4,645,000 shares of our common stock to consultants.


Clenergen India entered into an agreement in December 2009 to acquire a 1.5 MWe anaerobic digestive biomass power plant site located in Salem, Tamilnadu.  The site includes ten acres of land and a power evacuation facilities substation onsite.  Such substation will allow us access to the national power gridaccordance with limited transmission loss.  The purchase price for the site, power plant and other facilities is $1.65 million. 

F-13

SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d)15(d) of the Securities Exchange Act, of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  March 15, 2010Clenergen Corporation
  
 By:
/s/ Mark Quinn
HNO INTERNATIONAL, INC.
  
Mark QuinnDated: January 29, 2024

By: /s/ Paul Mueller

Name: Paul Mueller

Title: President and Chief Executive Officer

(Principal Executive Officer)

  
Chief Executive Officer

By: /s/ Hossein Haririnia

Name: Hossein Haririnia

Title: Treasurer

(Principal Financial and Accounting Officer)


Pursuant to

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.

SIGNATURETITLECapacitiesDateDATE
/s/ Mark Quinn
Chief Executive Officer
March 15, 2010
Mark Quinnand Director (Principal Executive
Officer)
/s/ Mike Starkie
President and Acting Chief
March 15, 2010
Mike StarkieFinancial Officer (Principal
Financial and Accounting Officer)
/s/ Dr. Arvind Pandalai
Director
March 15, 2010
Dr. Arvind Pandalai   
   

By: /s/ Paul Mueller

Paul Mueller

President and Chief Executive Officer

(Principal Executive Officer)

January 29, 2024
/s/ Robert Kohn
Director
March 15, 2010
Robert Kohn   

By: /s/ Hossein Haririnia

Hossein Haririnia

Treasurer and Director

(Principal Financial and Accounting Officer)

January 29, 2024
   

By: /s/ David Sonnenberg

Donald Owens

Donald Owens

Chairman of the Board of Directors
Director
March 15, 2010
January 29, 2024
David Sonnenberg   

By: /s/ William Parker

William Parker

DirectorJanuary 29, 2024

 
/s/ Jessica Hatfield
Executive Vice President and Director
March 15, 2010
Jessica Hatfield50