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 UNITED STATES

 SECURITIES AND EXCHANGE
COMMISSION

 WASHINGTON, D.C.
20549

 FORM 10-K

 (Mark One)

 x ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended October 31, 2023

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

 Commission File Number: 000-56568

 (Exact name of registrant as specified in its charter)

 Nevada

 20-2781289

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

 4115 Eastman Drive, Suite B

 Murrieta, California

 92562

 (Address of principal executive offices)

 (Zip Code)

 ( 951) 305-8872

 (Registrant's telephone number, including area code)

 N/A

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

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 N/A

 N/A

 N/A

 Securities registered
pursuant to Section 12(g) of the Act: Common Stock, 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 No x

 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 No x

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer x

 Smaller reporting company x

 Emerging Growth Company

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

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant
to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of
those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 State the 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. Approximately $ 16,338,419 on April 30, 2023.

 Indicate the number of shares outstanding
of each of the registrant's classes of common stock, as of the latest practicable date. As of January 29, 2024, the registrant had
 419,433,085 outstanding shares of Common Stock.

 Documents incorporated by reference:
None.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 This report on Form 10-K contains "forward-looking
statements" that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual
results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described
in 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 in this Form 10-K.

 ITEM 1. BUSINESS

 Company Overview

 HNO International, Inc., a Nevada corporation (herein
referred to as " we," " us," " our," " HNO " and the " Company "),
focuses on systems engineering design, integration, and product development to generate green hydrogen-based clean energy solutions to
help businesses and communities decarbonize in the near term.

 HNO stands for Hydrogen and Oxygen and our experienced
management team has over 13 years of expertise in the green hydrogen production industry.

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

 HNO is at the forefront of developing innovative integrated
products that cater to various uses of green hydrogen, both current and future. These include:

 Hydrogen refueling and generation systems for Fuel Cell Electric vehicles, such as forklifts, drones, cars, and trucks, as well as for zero-emission heating and cooking applications.

 Small to mid-scale green hydrogen production facilities with a capacity of 100kg/day to 5,000kg/day. These facilities can help decarbonize industrial processes and increase the use of hydrogen and hydrogen-based fuels for transportation and material handling.

 Hydrogen technologies that decrease emissions and maintenance for existing gasoline and diesel internal combustion engines. This can aid companies in decarbonizing their operations in the short term.

 Overview

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

 HNO stands for Hydrogen and Oxygen and our experienced
management team has over 13 years of expertise in the green hydrogen production industry.

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

 On May 16, 2023, we began accepting subscription agreements
from investors as part of a $75 million offering under Regulation A. During the year ended October 31, 2023, we issued 2,026,532 shares
of common stock under our Regulation A offering.

 Organization

 HNO International, Inc. was incorporated in the State
of Nevada on May 2, 2005 under the name "American Bonanza Resources Limited." On March 19, 2009, we changed our name to "Clenergen
Corporation." On August 4, 2009, we acquired Clenergen Corporation Limited (UK), a United Kingdom corporation (" Limited "),
and succeeded to the business of Limited. In April 2009, Limited acquired the assets of Rootchange Limited, a biofuel and biomass research
and development company. 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.

 Principal Business of the Company

 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.

 Our Business

 We are at the forefront of developing innovative integrated
products that cater to various uses of green hydrogen, both current and future. These include:

 Hydrogen refueling and generation systems for Fuel Cell Electric vehicles, such as forklifts, drones, cars, and trucks, as well as for zero-emission heating and cooking applications.

 Small to mid-scale green hydrogen production facilities with a capacity of 100kg/day to 5,000kg/day. These facilities can help decarbonize industrial processes and increase the use of hydrogen and hydrogen-based fuels for transportation and material handling.

 Hydrogen technologies that decrease emissions and maintenance for existing gasoline and diesel internal combustion engines. This can aid companies in decarbonizing their operations in the short term.

 Our Products

 We have three products that
we manufacture and sell:

 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 expensive, require a long permitting and installation process, and
consistently face outages. Our Compact Hydrogen Refueling System (" CHRS ") seeks to solve these problems and address
market demand.

 We are also involved with Scalable Green Hydrogen
Production (" SGHP ") where the volume of hydrogen that can be produced is from 100 Kilograms per day to over 2,000 (or
more) kilograms per day for use in commercial applications such as fuel for transportation, power generation, and industrial processes,
as well as in the production of chemicals and materials. We also develop energy systems that complement the zero-emissions infrastructure,
reduce harmful emissions such as black carbon and other greenhouse gasses, and cut maintenance costs of commercial diesel fleets. Our
designs and integrates components from leading 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 able to produce one per day. We have also ordered the
equipment necessary and leased the land required (approximately $450,000) to build the first Hydrogen Farm located in Katy Texas and
that is scheduled for full operation producing hydrogen in April 2024, with expected revenues of $2,500,000 over next 12 months. We
have also 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 approximately $20,000,000 over the next 12 months and expected revenues of $35,000,000 -
$45,000,000 over the next 12 months.

 We are scheduled to take
delivery of the first 10 Hydrogen Carbon Cleaners for sale to customers in mid-January 2024. After demonstrating the technology to prospective
customers, we will take orders and schedule deliver in 30 - 60 days after a customer order. These materials for these items have already
been paid for out of the current budget.

 The CHRS unit has been built
and we are marketing it to customers for delivery to customers in the second quarter of 2024.

 Revenues from the sales of units is not guaranteed
and, as stated in Note 3 to our audited financial statements, at October 31, 2023, we had a deficit of $41,609,945 and have not been able
to generate sufficient cash from operating activities to fund our ongoing operations and 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 state of growth, as the use of hydrogen fuel cell electric vehicles (" FCEVs ") is becoming more popular. Governments,
private companies, and research institutions around the world are investing in the development of hydrogen refueling infrastructure to
support the growth of the FCEV market.

 Currently, most hydrogen refueling stations are located
in California, Germany, Japan, and South Korea. These countries have actively invested in developing hydrogen infrastructure and, as a
result, have a larger number of stations available.

 According to a report by MarketsandMarkets, the global
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 CAGR
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 cost of building and maintaining
hydrogen stations, lack of economies of scale, and lack 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 development of hydrogen 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 the success of the 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]

 [2]

 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 addressed 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 consumer's home. They can be quickly located with a smartphone app, and once located, the hydrogen availability can be determined
and the hours of operation of the station. 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 today's market, where the price of these
metals has been increasing, making traditional hydrogen production more expensive.

 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 green hydrogen market is rapidly growing, and companies need a reliable source of
clean energy to meet 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 power to produce green hydrogen,
reducing the carbon footprint of hydrogen production. This is becoming increasingly important as more companies seek to adopt clean energy
solutions and reduce 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 risk of production disruptions
and increasing the overall value of our services to customers.

 In the case of Scalable Green Hydrogen Production,
where the volume of hydrogen that can be produced is from 100 Kilograms per day to over 2,000 (or more) kilograms per day, we can service
current and emerging hydrogen gas markets, including ammonia, fertilizer, steel, mining, electronics, semiconductors, in addition to fuel
cell refueling stations.

 Existing Engines

 We are manufacturing custom hydrogen carbon cleaning
equipment for engine service providers in the engine cleaning industry. Hydrogen can is currently used for Internal Combustion Engine
(" ICE ") decarbonization and maintenance prevention market through manufacturing hydrogen carbon cleaning equipment
for engine service providers.

 We, as a technology company, have been actively developing
and integrating hydrogen technologies that can 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
improving engine performance and extending engine life.

 Corporate Growth Strategy

 Our growth strategy focuses on expanding our product
offerings and target markets. This will be achieved through ongoing research and development to identify new opportunities, as well as
strategic 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 industrial hydrogen, the emerging hydrogen refueling market, hydrogen vehicle manufacturers, engine
service providers and 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 energy input for the hydrogen
production. The result of these methods results in gray and black (residual carbon footprint. hydrogen production.

 Our Competition

 Major competitors in the traditional hydrogen production
market are represented by the following companies:

 Praxair

 Air Products and Chemicals

 Linde

 Air Liquide

 Messer Group

 BOC

 Air Gas

 Matheson Tri-gas

 Advanced Gas Technologies

 These and other current hydrogen producers will require
significant investment in infrastructure for carbon capture technologies to meet the emerging requirements for clean energy generation.

 We are focused on the production of green hydrogen,
using renewable energy as the input power to produce green hydrogen with no carbon footprint. We are an innovator 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.

 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
focus on a limited range of products.

 Strong Technical Expertise: We have a strong
team of technical experts with extensive knowledge and experience in the hydrogen technology and engineering industries. This expertise
gives us a competitive advantage in 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 remain vigilant in identifying and addressing potential environmental risks. We
want to highlight that our supply chains are diverse and well-shielded, reducing the potential 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 place. We are committed to protecting the environment and ensuring
our business operations are conducted environmentally.

 ___________________________________

 [3]

 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 product designs. We believe they provide a significant competitive advantage for us in the markets
we serve. The table includes the country, application number, patent number, and title of each patent, as well as its status.

 COUNTRY

 APPLN NO

 Patent Number

 TITLE

 STATUS

 US

 13/844,267

 8,757,107

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

 US

 13/922,351

 9,453,457

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

 US

 14/016,388

 9,476,357

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

 US

 14/326,801

 9,267,468

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

 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

 AUSTRALIA

 2019405749

 2019405749

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

 CHINA

 201980092511.1

 EUROPE

 19900413.6.

 JAPAN

 2021-535288

 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 independent registered public accounting firm
reports on our audited financial statements for the years ended October 31, 2023 and 2022, indicate that there are a number of factors
that raise substantial risks about our ability to continue as a going concern. Such factors identified in the report are our accumulated
deficit since inception, our failure to attain profitable operations, the excess of liabilities over assets, and our dependence upon obtaining
adequate additional financing to pay our liabilities. If we are not able to continue as a going concern, investors could lose their investments.

 We have a limited operating history.

 We have a limited operating history. We will, in all
likelihood, sustain operating expenses without corresponding revenues, at least for the foreseeable future. We can make no assurances
that we will be able to effectuate our strategies or otherwise to generate sufficient revenue 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 believe that our estimates are reasonable, but it is not possible to determine the accuracy of such estimates at this point.
In formulating our business plan, we have relied on the judgment of our officers and directors and their experience in developing businesses.
We can make no assurances that we will be able to obtain sufficient financing or implement successfully the business plan we have devised.
Further, even with sufficient financing, 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 employees, 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.

 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.

 Failure to adequately protect
our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some
of our competitive advantage, and a decrease in our revenue which would adversely affect our business, prospects, financial condition
and operating results. Our success depends, at least in part, on our ability to protect our core methodology and 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 world.

 Confidentiality agreements with employees and
others may not adequately prevent disclosure of trade 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 confidential 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 our ability to make distributions to our shareholders could
be materially and adversely affected.

 Our results of operations are highly susceptible
to unfavorable economic conditions.

 We are exposed 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 operating margins. If our business is 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 Incorporation 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 on 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 condition.

 Our products and services
face intense competition.

 The markets for energy products,
including PEM fuel cells, electrolyzers, and hydrogen production are intensely competitive. Some of our competitors 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 reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations,
cash flow and financial condition.

 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 condition, liquidity, and results of operations.

 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;

 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 occur, our financial
condition, results of operations, cash flow, and our ability to make distributions to our shareholders could be 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.

 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 an active public market will ever develop. Failure to develop or maintain a trading
market could negatively affect the value 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 common stock and one may never develop. Our common stock is quoted on the OTC Markets. 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 factors which may delay or prevent the listing of our common stock on 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 Markets or is suspended from the OTC Markets, the trading price
of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject
to increased volatility, making it difficult or impossible to sell shares of our common stock.

 Our common stock is subject 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.

 Rule 15g-9 under the Exchange Act establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than
$5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For 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 to be purchased.

 In order to approve a person's account for transactions
in penny stocks, the broker or dealer must: (a) obtain financial information and 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 broker or dealer must also deliver, prior to any
transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
(a) sets forth the basis on which the broker or dealer made the suitability determination; and (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 investors to dispose of our common stock
and cause a decline in the market value of our 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 account and information on the limited market in penny stocks.

 Our stock price may be volatile.

 The market price of our common stock is likely to
be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including
the 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 securities markets have from time-to-time
experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market
fluctuations may also materially and adversely affect the market price of our common stock.

 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
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 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.

 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
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 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 many authorized but unissued shares
of 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.

 We have never paid dividends on our Common Stock.

 We have never paid cash dividends on our Common Stock
and do not presently intend to pay any dividends in the foreseeable future. Investors should not look to dividends as a source of income.

 In the interest of reinvesting initial profits back
into our business, we do not intend to pay cash dividends in the foreseeable future. Consequently, any economic return will initially
be derived, if at all, from appreciation in the fair market value of our stock, and not as a result of dividend payments.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 Not applicable.

 ITEM 2. PROPERTIES.

 We operate out of an approximately 5,000 square foot
facility in Murrieta, California and we are establishing a location in Houston, Texas for our Scalable Green Hydrogen Production farms.

 We believe that these facilities are adequate for
our current and near-term future needs.

 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 are not currently involved in any pending legal
proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are
a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our business,
financial condition and operating results.

 ITEM 4. MINE SAFETY DISCLOSURE.

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AN ISSUER PURCHASES OF EQUITY SECURITIES.

 Market

 Our common
stock currently trades on the OTC Markets Pink Sheets under the symbol
HNOI.

 The table below sets forth for the periods indicated
the quarterly high and low bid 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

 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 and we do not expect to declare or pay dividends on shares of our common stock for the foreseeable future.
We intend to retain earnings, if any, to finance the development and expansion of our business. Our future dividend policy will be subject
to the discretion of our board of directors and will depend upon our future earnings, if any, our financial condition, and other factors
deemed relevant by the board.

 Transfer Agent

 The transfer agent and registrar, for our common stock
is 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 Issuance under Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 The following table includes all unregistered sales
of securities made by us during the year ended October 31, 2023:

 Date

 Name

 Consideration

 Securities

 Exemption from Registration

 12/22/22

 Cash

 20,000,000

 12/26/22

 HNO Green Fuels

 Debt Extinguishment

 20,000,000

 12/30/22

 Cash

 80,000,000

 1/11/23

 Cash

 2,000,000

 1/13/23

 Cash

 75,000,000

 1/17/23

 Cash

 5,000,000

 Jasmine Louis

 500,000

 Greg Heller

 Paul Mueller

 100,000

 Kristina Mabry

 Brian Hill

 Malachi Smith

 Saad Hasan

 Alison Bedwell

 Misty Pommier

 Fernando Godinez

 25,000

 Gio Alpuente

 25,000

 1/24/23

 Patent Purchase Agreement

 5,000,000 shares of Series A Preferred

 1/31/23

 Cash

 100,000,000

 Cash

 8,000,000

 Raquel A Williams

 Cash

 1,000

 Thornal Adams

 Cash

 1,000

 Carl M Agard

 Cash

 1,000

 Angeline M Alexander

 Cash

 5,000

 Wesley Clifford Allen

 Cash

 2,000

 Berthe S. Alleyne

 Cash

 2,000

 Aaron Anthony Alli

 Cash

 1,000

 Phyllis Ann Alston

 Cash

 Juliette Alston

 Cash

 1,000

 Vernell Alston

 Cash

 1,000

 Jasmine Alvarez

 Cash

 1,000

 Christopher Anderson

 Cash

 Treddis D. Anderson

 Cash

 1,000

 Treddis D. Anderson, Jr.

 Cash

 1,000

 Jerome Armstead Armstead

 Cash

 2,000

 Ashley Chantal Armstead

 Cash

 1,000

 Jerome Armstead

 Cash

 3,000

 Kitambra Mcshay Baker

 Cash

 1,000

 Deniece Carolyn Baker

 Cash

 1,000

 Darius Barnes

 Cash

 1,000

 Heather Ingrid Beckno

 Cash

 1,000

 Taylor Alonzo Belden

 Cash

 1,000

 Lenore P. Bell

 Cash

 1,500

 Broderick Dennis Bellow

 Cash

 1,000

 Joel Benjamin

 Cash

 2,000

 Joel Benjamin

 Cash

 Cash

 1,000

 Jennifer J. Berry

 Cash

 Michael J. Bishop

 Cash

 5,600

 Danny Ray Bouie

 Cash

 Danny Ray Bouie

 Cash

 1,000

 Philip Bowman

 Cash

 Lashaunda S. Bradley

 Cash

 Willie Bradshaw

 Cash

 Monica Marie Brewer

 Cash

 1,000

 Willie Cal Brown

 Cash

 Keith Burleigh

 Cash

 1,000

 Brian Paul Burrage

 Cash

 1,000

 Brian Byrd

 Cash

 Greg Byrd Entertainment LLC c/o Gregory S Byrd

 Cash

 1,000

 Sharon Hardy Caddle

 Cash

 2,000

 Sharon Hardy Caddle

 Cash

 1,800

 Sharon Hardy Caddle

 Cash

 1,200

 Julio Cesar Campos

 Cash

 5,000

 Alfred Eugene Carroll

 Cash

 Annette Chase

 Cash

 1,000

 Eldridge Louis Chism, Jr.

 Cash

 1,000

 Carlise T. Choate

 Cash

 1,000

 Chukwudi Nwokedi Chukwuelue

 Cash

 1,000

 Judith Christine Clarke

 Cash

 1,000

 Zinger Clausell Holley

 Cash

 1,000

 Chalina Y. Clemons

 Cash

 Tina Maria Clonts

 Cash

 2,000

 Anita J. Clonts

 Cash

 2,000

 Anita Clonts

 Cash

 1,200

 Lorna N. Cole

 Cash

 Simone Turia Coleman

 Cash

 5,000

 Simone Turia Coleman

 Cash

 5,000

 Joe Richard Condrey

 Cash

 5,000

 Arthur Lee Conway

 Cash

 Keith Ryan Cortesini

 Cash

 1,000

 Samuel Austin Cutler

 Cash

 25,000

 Samuel Austin Cutler

 Cash

 74,999

 Samuel Austin Cutler

 Cash

 10,001

 Tammy M. Davis

 Cash

 5,000

 Nicola Natoya Davis

 Cash

 Nicola Natoya Davis

 Cash

 1,000

 Marcus Hampton Davis

 Cash

 2,000

 Lesa Deed-ross

 Cash

 1,500

 Shamar Delsol

 Cash

 1,000

 Dawn Monique Devega

 Cash

 1,000

 Rhonda E. Dunlap

 Cash

 1,000

 Charmaine Easley

 Cash

 1,000

 Edward Ederaine

 Cash

 Edward Ederaine

 Cash

 1,000

 Edward Ederaine

 Cash

 1,000

 Adam David Eidson

 Cash

 Armando Ernesto Ellis

 Cash

 Aj Ellis

 Cash

 1,500

 Daniel Louis Erber

 Cash

 1,000

 Joni V. Evans

 Cash

 5,000

 John Earl Fann

 Cash

 1,000

 Quenton Farr

 Cash

 2,000

 Anaise Margarlis Ferguson

 Cash

 4,000

 Brian Fifer

 Cash

 1,000

 Jerry Robin Finin

 Cash

 1,100

 Nancy Flemming

 Cash

 1,000

 Jane Vinoya Flores

 Cash

 1,000

 Kachan A. Forbes

 Cash

 1,000

 Dwight Mcneal Ford

 Cash

 1,000

 Dwight Mcneal Ford

 Cash

 2,000

 Faytesha Maureen Gay

 Cash

 Charles Allen Gibson

 Cash

 Tyrell J. Gibson

 Cash

 Deric Adolphus Gilliard

 Cash

 1,000

 Thad Gittens

 Cash

 1,000

 Cash

 1,500

 Cash

 1,000

 Cash

 1,500

 Cash

 1,000

 Kenneth M. Givens Jr

 Cash

 Ramanathan Gnanadesikan

 Cash

 Parrish Leshown Godchild

 Cash

 Raymos A. Gonzales

 Cash

 1,000

 Diamond Mercedes Goodson

 Cash

 1,000

 Marcus Gravely

 Cash

 1,000

 Michael Allen Gravely Jr

 Cash

 Kevin Eric Green

 Cash

 1,999

 Tawana Nichole Greene

 Cash

 Sunita Usha Lianti Greenfield

 Cash

 1,000

 Jalon Spencer Griffin

 Cash

 Spencer Griffin III

 Cash

 1,500

 Dwight Hall

 Cash

 2,000

 Absalom Jovelle Hall

 Cash

 5,000

 Takiyaj Hall

 Cash

 1,000

 Bettina A. Hall

 Cash

 4,000

 Willie Louis Hardy

 Cash

 Ellenar Harper

 Cash

 1,000

 Steven Harper

 Cash

 1,000

 Steven Harper

 Cash

 2,000

 La Tonya Harris

 Cash

 1,000

 Christopher Harris

 Cash

 1,000

 Melinda W. Harris

 Cash

 1,000

 Menarda Meshea Hayes

 Cash

 Bryant Keith Hayes

 Cash

 Daryl Rydell Hayes

 Cash

 1,000

 Menarda Meshea Hayes

 Cash

 William Mckinzie Haymon

 Cash

 1,000

 Johnell Haynes

 Cash

 Kenneth Lee Heflin

 Cash

 1,010

 Terry Vaughn Hemphill

 Cash

 1,000

 Marshonda L. Henderson

 Cash

 1,250

 Marlow B. Hicks

 Cash

 2,000

 Ryan Douglas High

 Cash

 3,000

 Yvonne Angela Hobson

 Cash

 1,000

 Danny Holley

 Cash

 1,000

 Darnell Howard

 Cash

 1,000

 Natarsha Humphries

 Cash

 1,000

 Vincent Idemyor

 Cash

 Vincent Idemyor

 Cash

 1,000

 Demetrius James Ingram

 Cash

 5,000

 Jamin Israel

 Cash

 Ubong E. Ituen

 Cash

 2,000

 Eno Leonard Ituen

 Cash

 1,000

 Samuel Lee Jackson

 Cash

 1,500

 Akwasi Jackson

 Cash

 2,000

 Marta Jill Jaenke

 Cash

 2,000

 Melford James

 Cash

 1,000

 Clarence Jefferson

 Cash

 1,000

 Michelle D. Jenkins

 Cash

 Marvin Lee Johnson

 Cash

 Ausey Johnson

 Cash

 1,000

 Cash

 1,000

 Cash

 15,000

 Cash

 5,000

 Jacquita Sheneal Johnson House

 Cash

 1,000

 Sheilah Jones

 Cash

 Gerhard Klusmann

 Cash

 1,000

 Paul Mark Kobylarz

 Cash

 Paula Lacount

 Cash

 1,000

 Lamarr K. Lark

 Cash

 5,000

 Antwon Eugene Lark

 Cash

 5,000

 Brenda Elaine Lark

 Cash

 1,000

 Karen Evon Latson

 Cash

 6,200

 Constance Jean Leon

 Cash

 Dameon Levi

 Cash

 2,500

 Eric T. Lewis

 Cash

 Gail Frances Lewis

 Cash

 2,000

 Verneil Lewis

 Cash

 1,500

 Eric Keith Lewis

 Cash

 1,000

 Jean Ann Lewis

 Cash

 1,000

 James Alexander Lewis

 Cash

 1,000

 Yi Li

 Cash

 1,000

 Shannon D. Long

 Cash

 1,000

 Samuel Gabriel Long

 Cash

 1,000

 Omasan Macarthy

 Cash

 2,000

 Ricardo Maderas

 Cash

 1,000

 Nicole P. Marsh

 Cash

 1,000

 Ashlee Ladonis Martin

 Cash

 1,000

 Edgar R. Martinez

 Cash

 5,000

 Michael Bernard Mason

 Cash

 2,000

 Tynnetta Mcbeth

 Cash

 2,000

 Ariel Benkadmiel Mccullough

 Cash

 Harrison Mcdaniel

 Cash

 Anthony J. Mineo

 Cash

 1,000

 Orlene Rebecca Mitchell

 Cash

 1,000

 Kathleen Mitchell

 Cash

 1,000

 Orlene Rebecca Mitchell

 Cash

 1,500

 Jarodrick Mixon

 Cash

 1,000

 Julien Mondesir

 Cash

 1,000

 Randy Andrell Moore

 Cash

 1,500

 David Christopher Morehead

 Cash

 2,000

 Kerry Morgan

 Cash

 1,000

 Stephanie Morris

 Cash

 2,000

 Cash

 1,000

 Cash

 2,000

 Rashad Abdul Muhyee

 Cash

 1,000

 Chloe Neff

 Cash

 1,000

 Shereka Norfleet

 Cash

 1,000

 Yong Mi Norfleet

 Cash

 3,000

 Brian Norwood

 Cash

 1,000

 Brian Norwood

 Cash

 1,500

 Delories Ann Nunnery

 Cash

 1,000

 Nicole Denise O'keefe

 Cash

 2,500

 Luke James O'toole

 Cash

 1,500

 Security Solutions Int'l LLC c/o Luke James O'toole

 Cash

 1,000

 Charlotte Monique Oakman

 Cash

 1,000

 Bridgitt Evelyn Ocloo-bonsu

 Cash

 1,000

 Jermaine Kwabena Ofosu-anim

 Cash

 Daniel Parker

 Cash

 Michael Patterson

 Cash

 1,000

 Gail Paty

 Cash

 1,600

 Edwin Etiene Perez Hernandez

 Cash

 5,000

 Latoya Patrice Perry

 Cash

 1,000

 Angela Perryman

 Cash

 1,000

 John B. Pierpont

 Cash

 2,000

 Joseann Laurraine Plunkett

 Cash

 1,000

 Joseann Laurraine Plunkett

 Cash

 1,500

 Austin J. Pope

 Cash

 Alton Pounall

 Cash

 1,000

 Annie Priester

 Cash

 1,000

 Tywan D. Purnell

 Cash

 1,000

 Tarsha Monique Purnell

 Cash

 Tywan Donta Purnell

 Cash

 30,000

 Tywan Donta Purnell

 Cash

 19,000

 Humphrey O. Quao

 Cash

 1,000

 Riley Quintanilla

 Cash

 1,000

 James Alexander Randle

 Cash

 1,000

 Diana M. Randolph

 Cash

 1,000

 Carlo Rhodes

 Cash

 1,000

 Anita M. Rhodes

 Cash

 2,500

 Nancy Ann Rieger

 Cash

 1,500

 Patricia Ann Robinson

 Cash

 1,000

 Erma Robinson

 Cash

 2,000

 Armeta Jacks Ross

 Cash

 1,000

 Kevin Crisando Ruskin

 Cash

 1,000

 Dharunkumar Sadasivam

 Cash

 2,000

 Dharunkumar Sadasivam

 Cash

 2,000

 Dharunkumar Sadasivam

 Cash

 1,000

 Khafrakhafre Raha Sakhara

 Cash

 Janice VernidaSanderlin

 Cash

 1,000

 Demetrius Verone Scott

 Cash

 2,500

 Demetrius Verone Scott

 Cash

 2,500

 Olakunde Sentwali

 Cash

 Marvin Antoine Sewell

 Cash

 1,000

 Debra A.Shannon

 Cash

 1,000

 Oscar Shepherd

 Cash

 7,000

 Keith Nathaniel Singletary

 Cash

 Keith Nathaniel Singletary

 Cash

 Donte Small

 Cash

 1,000

 Johnny Smith

 Cash

 15,000

 Monica J. Smith

 Cash

 Maurice Anthony Smith

 Cash

 2,000

 Johnny Smith

 Cash

 1,000

 Felicia Annette Elizabeth Smith

 Cash

 1,000

 Johnny Smith

 Cash

 1,100

 Glenn Wendall Soriano

 Cash

 1,000

 Theodore O. Spaulding

 Cash

 3,000

 Ellie Stewart, Trustee

 Cash

 2,500

 Michelle N. Taylor

 Cash

 1,000

 Travis N. Tennant

 Cash

 James R. Thomas

 Cash

 2,000

 Leland Wayne Thomas

 Cash

 1,000

 Angel Martin Torres

 Cash

 1,010

 Ivory Traynham

 Cash

 3,000

 Kelly R. Tucker

 Cash

 1,000

 Donald J. Turner

 Cash

 1,000

 Dexter Devone Turner

 Cash

 1,000

 John Ruben Vann

 Cash

 1,000

 John Ruben Vann

 Cash

 1,000

 Ray Vaughn

 Cash

 5,000

 Sivaprakasam Venkatachalam

 Cash

 Milton Vickers

 Cash

 1,000

 Kareem Virgo

 Cash

 1,000

 Peter M. Wachira

 Cash

 Marva Angela Wade

 Cash

 1,500

 William Franklyn Wainwright

 Cash

 1,000

 Braylon Wade Walker

 Cash

 3,000

 Levoda Jean Walker

 Cash

 12,000

 Emmett Lee Walker

 Cash

 1,000

 Bracy Wardell Walker Jr.

 Cash

 3,000

 Verneilia A. Wanza

 Cash

 Lloyd G. Warren

 Cash

 Dereke Earle Watkins

 Cash

 1,000

 Joshua Jamal Watson

 Cash

 1,000

 Michael Anthony Watson

 Cash

 1,000

 Michael Anthony Watson

 Cash

 1,000

 Donald Henry Wedlock

 Cash

 1,000

 Carey O'neal Welch

 Cash

 1,000

 Vernon Windell Whitaker

 Cash

 2,000

 Vernon Windell Whitaker

 Cash

 1,000

 Zamounte Ranauld Whitted

 Cash

 3,000

 Derrick Roosevelt Wiggins Jr

 Cash

 1,000

 Charles Scott Williams

 Cash

 1,000

 Linda Williams

 Cash

 1,000

 Sharen Willis

 Cash

 1,250

 Najuma Willis

 Cash

 2,000

 Erika Willis

 Cash

 1,000

 Wilson Willmott

 Cash

 Darryl Christopher Wood

 Cash

 1,000

 John Mark Woodard

 Cash

 1,000

 Jordan Michael Woods

 Cash

 Jordan Michael Woods

 Cash

 2,000

 Cheryl S. Wright

 Cash

 Fredricka Yancy

 Cash

 1,000

 Nicholas Jason Yeagley

 Cash

 4,500

 Bevan Elton Yhun

 Cash

 2,000

 Thelma Loretta Young

 Cash

 Clovis Maria Young

 Cash

 Reginald C. Young

 Cash

 Zawadi Abdi

 Cash

 1,000

 Zane Deshaun Adams

 Cash

 1,000

 Zane Adams

 Cash

 1,000

 Lalit K. Aggarwal

 Cash

 1,000

 James Alston

 Cash

 1,000

 Juliette Suggs Alston

 Cash

 1,000

 Billy Arp Jr.

 Cash

 1,000

 Phyllis Atkinson

 Cash

 1,000

 6/4/23

 Tony Ayoso

 Cash

 1,000

 Shelley Baity

 Cash

 1,000

 Shelley Baity

 Cash

 1,000

 Mary Carla Baity

 Cash

 1,000

 Nathaniel Alexander Barnes

 Cash

 1,000

 Cheryl Anne Bassard

 Cash

 1,000

 Tobias Beals

 Cash

 4,000

 Tracey Bell

 Cash

 1,500

 Cash

 1,000

 Cash

 1,000

 6/10/23

 Cash

 1,000

 Antoinette Almeda Benton

 Cash

 1,000

 Ashley Celeste Bradshaw

 Cash

 Debora Brown

 Cash

 1,000

 Debora Brown

 Cash

 1,000

 Kathy Burton-bell

 Cash

 5,000

 Kathy Burton-bell

 Cash

 2,000

 Annie Bush

 Cash

 1,000

 Melanie Regina Cager

 Cash

 5,000

 Lakia Cager

 Cash

 1,100

 Alfred Eugene Carroll

 Cash

 5,000

 Jerrell Carter

 Cash

 1,000

 Wilketa T. Cherry

 Cash

 1,000

 Nina Diann Christian

 Cash

 2,000

 Camelle N. Christie

 Cash

 1,000

 Audrey G. Clarke

 Cash

 1,000

 6/4/23

 Jaysen Anthony Coffil

 Cash

 3,000

 Vincent Leonard Conklin

 Cash

 1,000

 Mary B. Conover

 Cash

 1,000

 Arthur Lee Conway

 Cash

 1,000

 Marlon G. Cook

 Cash

 Melvon Abdul Cost

 Cash

 1,000

 Irene Crenshaw

 Cash

 2,000

 Samuel Austin Cutler

 Cash

 2,500

 Dwayne L. Demby

 Cash

 1,000

 James Thomas Demby Jr.

 Cash

 1,000

 Thomas Franklin Dennis

 Cash

 2,000

 Tanya Renee Diggs

 Cash

 1,000

 Daniel Louis Erber

 Cash

 1,000

 Jaylene Angela Flores

 Cash

 1,000

 Keith Forde

 Cash

 3,000

 Caesar Heggner Gary

 Cash

 1,700

 Demetry Daniel Geddie

 Cash

 1,100

 Deric Adolphus Gilliard

 Cash

 1,000

 Cash

 1,000

 Cash

 2,000

 Parrish Leshown Godchild

 Cash

 1,500

 Dana Carter Gold

 Cash

 2,699

 Hillard Goldsmith Iii

 Cash

 1,000

 Michael George Graham

 Cash

 1,001

 Frederick E. Grant

 Cash

 5,000

 Miriam Lee Gray

 Cash

 2,500

 Tawana Nichole Greene

 Cash

 1,000

 Wilson Guilbeaux

 Cash

 150,000

 Barry Wayne Hackney

 Cash

 1,000

 Joel Nathaniel Hall

 Cash

 4,000

 Joel Nathaniel Hall

 Cash

 4,000

 Nathan Mac Hardy

 Cash

 1,000

 Christopher Harris

 Cash

 1,000

 Taleia Harris

 Cash

 1,000

 Nathaniel Harris

 Cash

 1,000

 Menarda Meshea Hayes

 Cash

 3,000

 Bryant Keith Hayes

 Cash

 1,000

 Marzel Hedrick

 Cash

 1,450

 Telayah Trishae Hendrix

 Cash

 1,130

 Brianne Alise Hill

 Cash

 1,000

 Yvonne Angela Hobson

 Cash

 2,000

 6/4/23

 Charlene Hunt Pickett

 Cash

 1,000

 Infinite Vision Holdings, Inc.

 Cash

 1,000

 Samuel Lee Jackson

 Cash

 1,000

 Bernadette Jackson-Whitaker

 Cash

 1,000

 Glenn Jarrett

 Cash

 1,000

 Cash

 2,500

 Michelle Annette Johnson

 Cash

 1,000

 Courtney Latrice Johnson

 Cash

 1,000

 Michael Jerome Johnson

 Cash

 1,000

 Leslie Johnson

 Cash

 1,000

 Patti J. Johnson

 Cash

 5,000

 Cash

 4,200

 Chikira Jones

 Cash

 1,000

 Edward Charles Jones

 Cash

 1,000

 Ulysses Keith

 Cash

 1,000

 Frances Anne Keith

 Cash

 1,000

 Miles Kenner

 Cash

 1,000

 John L. King

 Cash

 2,000

 Matthew Maurice Latson

 Cash

 1,000

 Michael Ledgister

 Cash

 7,000

 Odell Ledgister

 Cash

 5,000

 Michael Ledgister

 Cash

 3,000

 Lisa Lewis

 Cash

 1,008

 Pamela Merriatta Lewis

 Cash

 1,000

 Regina Lynice Lomax

 Cash

 1,000

 Akeisa Raheem Lowe

 Cash

 Anthony Marc Lucas

 Cash

 3,000

 Rae Ann Luster

 Cash

 1,030

 Michael John Mack

 Cash

 1,700

 Michael John Mack

 Cash

 1,000

 Truman Bruce Mason

 Cash

 2,000

 Stephen James Mccreary

 Cash

 2,000

 Harrison Mcdaniel

 Cash

 1,000

 Blake Ryan Mcpherson

 Cash

 1,500

 Gina Mills

 Cash

 1,000

 Brian Mitchell

 Cash

 1,000

 Brandon Todd Mitchell

 Cash

 5,000

 Marcia M. Mitrano

 Cash

 1,000

 Marcia M. Mitrano

 Cash

 1,000

 Marpressa Joellen Mobley-Turner

 Cash

 1,000

 Kerry Morgan

 Cash

 9,000

 6/10/23

 Yvette Lorraine Morrell

 Cash

 Stephen Morrell

 Cash

 2,500

 Stephen Morrell

 Cash

 1,500

 Cash

 1,000

 Cash

 1,000

 Ronald L. Nagy

 Cash

 7,500

 Lisa Marie Norris

 Cash

 1,000

 Brian Norwood

 Cash

 7,500

 Delories Ann Nunnery

 Cash

 1,000

 Daniel Parker

 Cash

 3,750

 Gail Paty

 Cash

 4,000

 James Oliver Perry

 Cash

 Quanisha Perry

 Cash

 3,000

 Angela Perryman

 Cash

 1,000

 Sonja Pinto

 Cash

 1,100

 Lydia R. Pitts

 Cash

 2,500

 Joseann Laurraine Plunkett

 Cash

 1,000

 Dorothy Lucile Preston

 Cash

 1,000

 Delroy Pryce

 Cash

 1,000

 Mohammed Salim Purmul

 Cash

 1,000

 Daren Lee Purnell

 Cash

 1,000

 Humphrey O. Quao

 Cash

 15,000

 Shenitha Raines

 Cash

 2,000

 Joanie Lynn Rapier

 Cash

 1,000

 Barbara Bulgin Redic

 Cash

 1,000

 Erma Robinson

 Cash

 2,000

 Patricia Ann Robinson

 Cash

 4,000

 Patricia Ann Robinson

 Cash

 5,000

 Nancy Ruth Roundtree Johnson

 Cash

 1,000

 Unlimited Wealth Entertainment

 Cash

 Unlimited Wealth Entertainment

 Cash

 1,000

 Kevin Crisando Ruskin

 Cash

 1,000

 Dharunkumar Sadasivam

 Cash

 5,000

 Derek Allen Schneider

 Cash

 1,000

 6/10/23

 Anthony Aron Seute

 Cash

 1,000

 Jacques Chonet Severe

 Cash

 9,000

 Norman Linwood Simmons

 Cash

 Cheryl Simmons

 Cash

 1,000

 Johnny Smith

 Cash

 15,000

 Theodore O. Spaulding

 Cash

 2,000

 Theodore O. Spaulding

 Cash

 100,000

 Richard A. Spencer

 Cash

 1,000

 Martise N. Spencer

 Cash

 1,000

 Sonja K. Starks

 Cash

 1,000

 6/4/23

 Ellie Stewart, Trustee

 Cash

 2,500

 Tonjia Lynn Stone

 Cash

 1,000

 Dilip Subramanian

 Cash

 5,000

 Iupita Taoete

 Cash

 2,000

 Ronnie Harston Taylor

 Cash

 5,000

 Ronnie Harston Taylor

 Cash

 3,000

 Early Thomas Taylor Jr

 Cash

 1,500

 Donna Maria Thomas

 Cash

 1,000

 6/10/23

 Michael Kieth Thompson

 Cash

 1,000

 Theresa Thompson

 Cash

 1,000

 William Lee Tucker

 Cash

 1,000

 Dexter Devone Turner

 Cash

 2,000

 Dexter Devone Turner

 Cash

 1,000

 Jane Denise Underwood

 Cash

 3,000

 Sherita Yvette Vann

 Cash

 1,000

 John Ruben Vann

 Cash

 2,000

 John Stacey Vann

 Cash

 1,000

 Kim Vu

 Cash

 55,000

 Wealth Solutionz LLC

 Cash

 1,000

 Verneilia Adrienne Wanza

 Cash

 5,000

 Brittney Watkins

 Cash

 1,000

 Julie Marie Webb

 Cash

 1,000

 Leroy Ralph Bernard Whyte

 Cash

 1,000

 Leonard A. Williams

 Cash

 1,000

 Gilbert Leroy Williams

 Cash

 5,000

 Kareem Lamonte Williams

 Cash

 1,000

 Sean A.C. Williams

 Cash

 1,000

 Mary Corine Williams

 Cash

 1,000

 Dominique Desirae Williams

 Cash

 Warren S. Williams

 Cash

 1,000

 Christopher James Williams

 Cash

 5,000

 Raymond Williams Jr.

 Cash

 1,000

 Jerome Williams, Sr.

 Cash

 1,000

 Peggy Wilson

 Cash

 1,000

 Gloria J. Woodard

 Cash

 2,000

 Thornal L Adams

 Cash

 1,000

 Amitabh Anil Adhikari

 Cash

 1,000

 Aaron Anthony Alli

 Cash

 3,000

 Tracy Michelle Anderson

 Cash

 1,000

 Kim Renee Atkinson

 Cash

 1,000

 Larry W Austin

 Cash

 Gene Bailey

 Cash

 1,000

 Ramon Balinas

 Cash

 1,500

 6/17/23

 Christopher M Barnes

 Cash

 2,000

 6/17/23

 Trudy Battle

 Cash

 3,000

 Heather Ingrid Beckno

 Cash

 1,000

 Darryl D Bennett

 Cash

 1,000

 Cash

 1,000

 7/4/23

 Cash

 1,000

 Toney Lee Brooks

 Cash

 2,000

 6/28/23

 Debora Brown

 Cash

 3,000

 Joyce Burwell

 Cash

 1,000

 7/1/23

 April Byrd

 Cash

 1,000

 Tionna Cager

 Cash

 5,000

 Rewa Campbell

 Cash

 1,000

 7/2/23

 Connie Roberts Carrell

 Cash

 1,000

 7/6/23

 Jaysen Anthony Coffil

 Cash

 5,000

 Ashley Dawson

 Cash

 4,000

 Veronica De Jesus

 Cash

 1,000

 Sherry Michelle Eddington

 Cash

 1,000

 Wayne Ervin

 Cash

 2,500

 Wanda J Fields

 Cash

 3,000

 Ayanna Flegler

 Cash

 2,000

 Corey Darnelle Flowers

 Cash

 2,800

 7/6/23

 Dwight Mcneal Ford

 Cash

 2,000

 Georgia Garcia Flores

 Cash

 1,000

 Regina Gardner

 Cash

 1,000

 John Leslie Garwood

 Cash

 Pamela E Gibson

 Cash

 1,500

 Pamela E Gibson

 Cash

 2,000

 Michael George Graham & Dana Nicole Graham, JTWROS

 Cash

 1,001

 Sharon O Grant-White

 Cash

 5,000

 Pamela Jean Harlan

 Cash

 1,000

 Christopher Harris

 Cash

 5,000

 Ebony Ticola Harris

 Cash

 2,000

 Nathaniel Harris

 Cash

 1,000

 Bryant Keith Hayes

 Cash

 3,000

 Bryant Keith Hayes

 Cash

 2,000

 6/8/23

 Robin Angela Hill

 Cash

 3,000

 6/17/23

 Karen A Hill

 Cash

 1,000

 6/24/23

 Ronald Rudolph Hinds

 Cash

 1,000

 Sanridge Corporation

 Cash

 Latangela Hyman

 Cash

 1,750

 Infinite Vision Holdings, Inc

 Cash

 1,000

 Jamin Israel

 Cash

 2,000

 7/1/23

 Sabrina Jackson

 Cash

 1,000

 Teshay Jacobs

 Cash

 2,000

 Marc Hansley Jean-Francois

 Cash

 1,000

 Thomas Edwards Jenkins

 Cash

 1,000

 Lorraine V Johnson

 Cash

 1,000

 Cash

 2,000

 7/5/23

 Cash

 8,000

 6/30/23

 Edward Charles Jones

 Cash

 2,000

 Robert Kindle

 Cash

 5,000

 Kandace Erin Latson

 Cash

 1,000

 Patricia A Leal-Mack

 Cash

 2,000

 Samuel James Leon

 Cash

 1,000

 Darryl Leonard

 Cash

 James Alexander Lewis & Yolanda Jo Lewis, JTWROS

 Cash

 2,500

 Yolanda Jo Lewis

 Cash

 1,000

 James Alexander Lewis

 Cash

 1,000

 6/17/23

 Duane Little

 Cash

 2,000

 Samuel Gabriel Long

 Cash

 1,000

 Eva M Kennedy

 Cash

 1,000

 6/30/23

 Demetrius Donell Martin

 Cash

 3,000

 7/2/23

 James Mayes

 Cash

 1,000

 William Henry Mccargo

 Cash

 2,000

 Adrienne Renee McCloud & Larry Rosse McCloud, JTWROS

 Cash

 7,500

 Tasha Tamica McCrae

 Cash

 1,000

 Tonya Tanesha McCray

 Cash

 1,000

 Edward G. McCurbin

 Cash

 1,000

 Raul Mejia

 Cash

 1,000

 Jarodrick Mixon

 Cash

 1,000

 Kelvin Victor Musgrove

 Cash

 2,000

 6/30/23

 Sylvia Melinda Ogle

 Cash

 1,000

 7/7/23

 Cynthia L H O'Neal & Marzettis A O'Neal, JTWROS

 Cash

 2,000

 Daniel Parker

 Cash

 1,000

 Michael Perez

 Cash

 5,000

 6/18/23

 Sy Phan

 Cash

 1,000

 Anthony Pierre

 Cash

 1,000

 Salim Porter

 Cash

 1,000

 Salim Porter

 Cash

 1,500

 Salim Porter

 Cash

 1,500

 Elwyn Roy Pryce

 Cash

 Alex Reiner

 Cash

 1,000

 Bryant Robertson

 Cash

 Laquinya M Robinson

 Cash

 1,000

 Quintin Jerome Robinson

 Cash

 1,000

 6/30/23

 Russell Edward Roy Jr & Kimberly Roy, JTWROS

 Cash

 1,000

 Unlimited Wealth Entertainment

 Cash

 1,000

 Janice Vernida Sanderlin

 Cash

 1,000

 6/28/23

 Roseline Volney Sherfield

 Cash

 1,000

 Jean Alexandra Smith

 Cash

 2,000

 Darrell Karlsten Smith

 Cash

 2,000

 Vera Lynn Strong

 Cash

 1,000

 Shenika Renee Tate

 Cash

 1,000

 Camilla Thompson

 Cash

 1,500

 William Lee Tucker

 Cash

 1,000

 7/4/23

 William Lee Tucker

 Cash

 1,000

 Sierra Delaine Turner

 Cash

 1,100

 Dexter Devone Turner

 Cash

 1,000

 Alita Agnes Webb

 Cash

 1,000

 Alita Agnes Webb

 Cash

 5,000

 Keisha Atkinson Whitaker

 Cash

 1,000

 7/6/23

 Vernon Windell Whitaker & Betty J Whitaker, JTWROS

 Cash

 3,100

 6/28/23

 KLM INVESTMENTS LLC

 Cash

 30,000

 Raymond Williams Jr

 Cash

 1,000

 Michael Forrest Willis

 Cash

 1,500

 Jacqueline AnnMarie Bogle & Kedora Nekeisha Henry, JTWROS

 Cash

 1,000

 KA Property Holdings LLC

 Cash

 7/24/23

 Jonathan David Diaz Sr

 Cash

 1,000

 7/9/23

 Derek John Dougherty

 Cash

 1,000

 Derek John Dougherty

 Cash

 1,000

 7/14/23

 Thad Michael Gittens & Angela Davis Gittens, JTWROS

 Cash

 1,000

 KERRY TROY HENRY & KEDORA NEKEISHA HENRY

 Cash

 1,000

 7/8/23

 Evelyn Yvonne Jenkins

 Cash

 1,000

 Cash

 14,500

 7/19/23

 Cash

 5,000

 Racheal Moore

 Cash

 1,000

 TMCS, Inc

 Cash

 2,000

 7/26/23

 E. Lance McCarthy Dr

 Cash

 1,000

 7/13/23

 Cash

 3,000

 7/7/23

 Thomas James Hudgins O'Neal & Shana LaTae Ratliff O'Neal, JTWROS

 Cash

 2,000

 7/27/23

 Olachea Industries, LLC

 Cash

 1,444

 Isi None Osahon

 Cash

 1,000

 7/21/23

 Bradford LaVaughn Perry

 Cash

 1,000

 Deborah Denise Phillips

 Cash

 Linda D Polk

 Cash

 1,000

 7/5/23

 Joseph Andrew Rossini

 Cash

 1,000

 James Edward Scott

 Cash

 1,000

 6/24/23

 James Edward Scott

 Cash

 2,000

 7/8/23

 Guelda Severe

 Cash

 4,000

 Robert Thomas

 Cash

 2,000

 7/7/23

 Probilt Fabricators Inc.

 Cash

 Sheila Willis

 Cash

 1,000

 Mary Ann Woods

 Cash

 1,000

 7/31/23

 Leon Osborne Allen

 Cash

 1,000

 7/31/23

 Tywan Donta Purnell

 Cash

 60,000

 7/31/23

 Raymond Williams Jr

 Cash

 5,000

 9/1/23

 Antoine D Carlisle

 Cash

 1,000

 8/23/23

 Dwayne L Demby

 Cash

 1,000

 8/23/23

 James Thomas Demby Jr.

 Cash

 4,000

 8/30/23

 Nicholas Fernicola

 Cash

 1,000

 8/31/23

 Serrita Highland

 Cash

 1,000

 8/20/23

 Walter Carl Jimison Sr

 Cash

 1,000

 8/18/23

 Jennefir J Lamb

 Cash

 1,000

 7/13/23

 LaKisha Monika Payne

 Cash

 2,500

 Mark G Prince & Karen G Prince, JTWROS

 Cash

 1,000

 9/7/23

 Joan Roberts

 Cash

 1,000

 Ronnie Harston Taylor & Lula Veronica Taylor, JTWROS

 Cash

 9/2/23

 Camilla Thompson

 Cash

 1,000

 8/25/23

 Penny H White

 Cash

 1,000

 Charles Scott Williams & Kimberly Dawn Williams, JTWROS

 Cash

 1,000

 Wilson Willmott

 Cash

 3,000

 10/5/23

 Wesley Clifford Allen

 Cash

 5,000

 10/11/23

 Cash

 1,000

 9/11/23

 Ausey Johnson

 Cash

 4,000

 9/29/23

 Tywan Donta Purnell

 Cash

 8,000

 10/9/23

 GHS Investments, LLC

 Commitment Shares

 24,753

 Rule 506(b) of Regulation D

 10/16/23

 Larry Overton

 Cash

 10/19/23

 Justin Albert Brannon

 Cash

 5,000

 10/30/23

 James Gaines

 Cash

 1,000

 10/1/23

 Nathaniel Harris

 Cash

 1,000

 10/17/23

 Demetrius James Ingram

 Cash

 5,001

 10/17/23

 Keisha Shavonne JacksonMurry

 Cash

 1,000

 10/9/23

 Edgar R Martinez

 Cash

 5,000

 7/4/23

 ilona Lynea Munoz

 Cash

 4,500

 No sales commissions were paid in connection with
any of the sales above.

 ITEM 6. RESERVED

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

 This discussion
and analysis may include statements regarding our expectations with respect to our 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 numerous 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 any of the forward-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 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.

 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 year ended October
31, 2022. The decrease in revenues of $34,450 is mainly attributable to our inability 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 gross profit of $7,115. In comparison, for the year
ended October 31, 2022, our cost of goods 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 efforts
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 year 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 relationship between cost of sales and revenue. We are examining the factors influencing these changes, including shifts
in prices and fluctuations in the volume of services sold. Understanding the impact of these elements is crucial for maintaining a balanced
and effective cost-to-revenue structure.

 Liquidity and Capital Resources

 For the Years Ended October 31, 2023 and 2022

 Our cash balance of $235,159 as of October 31, 2023,
combined with the profits from our operations, is not sufficient to maintain operations. Therefore, we will need 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 sales of
common stock and debt securities.

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

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

 Cash Flow

 For the Years Ended October 31, 2023 and 2022

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

 For the Year Ended
 2023

 For the Year Ended
 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 $1,427,284 primarily reflected our net losses for the period, 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 termination of an acquisition of a subsidiary.

 Going Concern

 Our financial statements have been prepared assuming
we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course
of business. During the year ended October 31, 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 a going concern. These financial statements do not
include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and the classification
of liabilities that might result from this uncertainty.

 Off-Balance Sheet Arrangements

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

 Critical Accounting Policies

 The preparation
of financial statements in accounting principles generally accepted in the United States of America 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. Our financial statements reflect all adjustments that management
believes are necessary for the fair presentation of their financial condition and results of operations 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.

 October 31, 2023 and 2022

 Report of Independent Registered Public Accounting Firm (PCAOB ID 5041)

 Audited Balance Sheets

 Audited Statements of Operations

 Audited Statement of Stockholders' Deficit

 Audited Statements of Cash Flows

 Notes to Audited Financial Statements

 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 of October 31, 2023 and 2022 and the related consolidated statements
of operations, shareholders' equity, and cash flows for the two years in the period ended October 31, 2023, and the related notes
and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of October 31, 2023 and 2022, and the results of its operations and its cash
flows for the two years in the period ended October 31, 2023 and 2022, in conformity with accounting principles generally accepted in
the United States of America.

 Going Concern Matter

 The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered
recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
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 audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material 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. As part of our audit, we are required to obtain an understanding of internal
control over financial reporting, 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.

 Our audit included 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 regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

 Critical Audit Matter

 Critical audit matters
are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to
the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements 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

 F- 1

BALANCE SHEETS

 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

 —

 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

 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.

 F- 2

STATEMENT OF OPERATIONS

 For the Year Ended

 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

 —

 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

 1,064

 Rent

 60,610

 34,400

 Travel expenses

 43,049

 52,921

 Utilities

 5,000

 3,269

 Vehicle expenses

 Total Operating Expenses

 1,450,554

 1,078,141

 Other Income

 Interest income

 2,104

 Total Other Income

 2,104

 Loss from Operations

 $

)

 $

)

 Net Loss

 $

)

 $

)

 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.

 F- 3

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the year ended October 31, 2022

 Stock

 Share Subscription

 Additional Paid-in

 Accumulated

 Total Stockholders'

 Shares

 Amount

 Shares

 Amount

 Payable

 Receivable

 Capital

 Deficit

 Deficit

 Balance at October 31, 2021

 95,265,299

 95,265

 —

 —

 38,952,921

 ( 39,097,301

)

 ( 39,115

)

 Shares issued for acquisition

 —

 —

 —

 —

 ( 10

)

 —

 Shares issued for consulting services

 —

 —

 —

 ( 10,000

)

 —

 —

 —

 Shares cancelled for cancellation of acquisition

 —

 —

 ( 20,000

)

 ( 20

)

 —

 —

 —

 ( 10

)

 Series A Preferred Stock returned to treasury

 ( 5,000,000

)

 ( 5,000

)

 —

 —

 —

 5,000

 —

 —

 Net loss for the year ended October 31, 2022

 —

 —

 —

 —

 —

 —

 —

)

)

 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

 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

 —

 —

 —

 —

 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

 —

 —

 19,975

 —

 Net loss for the year ended October 31, 2023

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance at October 31, 2023

 $

 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.

 F- 4

STATEMENTS OF CASH FLOWS

 For the Year Ended

 2023

 2022

 Cash Flow from Operating Activities

 Net loss for the period

 $

)

 $

)

 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

 ( 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

 620,000

 Proceeds from sale of common stock

 2,335,033

 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

 $

 $

 —

 Common stock issued for acquisition

 $

 —

 $

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

 F- 5

 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. These financial statements are presented in United States
dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Consolidation

 As of the reporting period ended October 31,
2023, the Company has determined that it does not engage in consolidation activities as defined by U.S. GAAP. Therefore, our financial
statements are presented on a standalone basis, and no consolidation adjustments have been made.

 Use of Estimates

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

 Cash and Cash Equivalents

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

 Employee Stock-Based Compensation

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

 F- 6

 Income Taxes

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

 Revenue Recognition

 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 contracts with customers, including qualitative and quantitative information about contracts with customers,
significant judgments and changes in judgments, and assets recognized from the costs 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 outstanding common shares during the period. Diluted income (loss) per share
gives effect to 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, 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 examines the possibility of decreases in the value of property and
equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

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

 Schedule of estimated useful lives of assets

 Useful life

 Small Equipment

 3 Years

 Large Equipment

 7 Years

 Vehicles

 4 Years

 Intangible assets

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

 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 new 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 from the issuance of these condensed financial statements.

 NOTE 4 – PROPERTY
AND EQUIPMENT

 Property and
equipment consisted of the following:

 Schedule of property and equipment

 2023

 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, 2023 and 2022 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.

 F- 8

 COUNTRY

 APPLN

 NO

 PATENT

 NUMBER

 TITLE

 STATUS

 US

 13/844,267

 8,757,107

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

 US

 13/922,351

 9,453,457

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

 US

 14/016,388

 9,476,357

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

 US

 14/326,801

 9,267,468

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

 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

 AUSTRALIA

 2019405749

 2019405749

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

 CHINA

 201980092511.1

 EUROPE

 19900413.6.

 JAPAN

 2021-535288

 Intangible assets at October 31,
2023 and 2022, consisted of the following:

 Schedule of intangible assets

 Useful
 Life (yr)

 2023

 2022

 Patents

 $
 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.

 The Company is authorized to issue 10,000,000
 shares 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 "1 st Extension") with HNO Green Fuels, pursuant to the
terms set forth in the 1 st Extension. The 1 st Extension amends the Promissory Note issued on December 1, 2021,
extending the Maturity Date to December 31, 2024. All prior defaults were waived by HNO Green Fuels.

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

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

 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.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

 Our bylaws state the number of the directors of the
Company shall be determined by resolution of the Board of Directors. The Board of Directors currently consists of three (3) directors
who are expected to hold office until our next meeting of the shareholders. Each director is elected at our annual meeting of shareholders
and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified, or his earlier death,
resignation or removal. Officers are elected by and serve at the discretion of the Board of Directors.

 The following table sets forth information regarding
our executive officers, directors and significant employees, including their ages as of the date of this Report:

 The names of our director and executive officers as
of the date of this Report, their respective ages, positions, and biographies are set forth below. Our executive officers are appointed
by, and serve at the discretion of, our board of directors.

 Name

 Age

 Position

 Term in Office

 Paul Mueller

 President, Chief Executive Officer and Secretary

 August 22, 2022 to present

 Treasurer and Director

 Treasurer from August 22, 2022 to present

 Director from December 22, 2022 to present

 Chairman of the Board of Directors

 April 30, 2021 to present

 Director

 December 22, 2022 to present

 Professional Experience

 The biographies of each executive officer below contain
information regarding the person's service as an executive officer, business experience, director positions held currently or at
any time during the last five years, and information regarding involvement in certain legal or administrative proceedings, if applicable.

 A description of the principal occupation for the
past five years and summary of the experience of the directors and officers of the Company is as follows:

 Paul Mueller – CEO and President

 Paul Mueller brings over 30
years of experience in the Aviation, Aerospace, and Defense industries, holding CEO and P&L leadership positions since 2007. Paul
has served as President and CEO for HNO International since August, 2022. Prior to joining HNOI, Paul established and ran Excel Business
Coaching and Consulting, Inc from June, 2019 through August 2022. Paul was as CEO of AirTech, Inc. (June through October 2018), a $95M
revenue business operating special mission surveillance aircraft in support of government missions. Prior to AirTech, Paul served as the
Vice President of Government Solutions at Bristow Group (from June 2015 to August 2017), where he created and implemented a new business
diversification strategy, generating a $1.5B revenue pipeline.

 Earlier in his career, Paul
served as the Vice President for a $1.2B revenue division of Raytheon (from July 2011 to August 2013). He served as Vice President and
General Manager of a Division of ITT Electronic Systems (from June 2007 to July 2011). He grew the business from a $65M revenue company
– which was operating at a loss – to $750M revenue with 30% operating margin in just 36 months. Paul started his career as
a U.S. Marine Corps Infantry Officer where he learned his team building and leadership skills, a cornerstone of his success.

 Hossein Haririnia - MBA, CPA, CGFM – Treasurer
and Director

 Hossein Haririnia has overseen the financial functions
of HNO International, Inc. since October 2021. On August 22, 2022 he was appointed Treasurer and on December 22, 2022 he was appointed
as a member of the board of directors. In his current capacity he provides technical assistance to the President on corporate-level decision-making.
Before that, as a Chief Financial Officer, he managed financials for for-profit and nonprofit organizations. He also assisted in budget
and cost proposal presentations for companies in countries, including Iran, Turkey, Dubai, Azerbaijan, and China.

 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 judgments, injunctions, orders or decrees material to the evaluation of the ability
and integrity of any of our directors or executive officers, and none of these persons has been involved in any judicial or administrative
proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative
proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, or any disciplinary
sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

 Family Relationships

 There are no family relationships between any of our
directors and executive officers.

 Significant Employees

 We do not have any significant employees other than
our current executive officers named in this Report.

 Board Leadership Structure and Risk Oversight

 The Board oversees our business and considers the
risks associated with our business strategy and decisions. The Board currently implements its risk oversight function as a whole. Each
of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration and reports material
risks to the board for further consideration.

 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 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

 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

 170,750

 Year Ended October 31, 2022

 114,000

 -

 114,000

 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.

 Name

 Fees Earned or Paid in Cash

 ($)

 Stock Awards

 ($)

 Total

 ($)

 Director

 Year Ended October 31, 2023

 -

 Equity Awards

 As of October 31, 2023, there were no outstanding
equity awards.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth certain information
as of January 29, 2024, as to shares of our shares of common stock beneficially owned by: (1) each person who is known by us to own beneficially
more than 5% of the 429,433,085 (419,433,085 common plus 10,000,000 preferred) shares. The
table includes preferred stock that is convertible into common stock and information as to the ownership of our stock by each of its directors,
named executive officers, and executive officers and by the directors and executive officers as a group. There were no stock options outstanding
as of January 29, 2024. Except as otherwise indicated, all shares are owned directly, and the persons named in the table have sole voting
and investment power with respect to shares shown as beneficially owned by them.

 We have determined beneficial ownership in accordance
with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the
persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they
beneficially own, subject to applicable community property laws.

 Name and Address (1)

 Number of Shares Beneficially Owned

 Class

 Percentage of Class (2)

 Officers and Directors

 Paul Mueller

 CEO, President and Secretary

 -0-

 *

 --

 Treasurer and Director

 10,250,000

 -0-

 2.44%

 --

 (Chairman of the Board of Directors)

 275,000,000

 65.57%

 100%

 Director

 5,100,000

 -0-

 1.22%

 --

 All Named Executive Officers, Executive Officer and Directors as a Group

(4 persons)

 290,600,000

 69.28%

 100%

 5% Principal Stockholders

 HNO Green Fuels, Inc. (3)

 115,000,000

 27.42%

 * Less than 1%

 (1)

 Unless otherwise noted, the address of the reporting person is c/o HNO International, Inc., 41558 Eastman Drive, Suite B, Murrieta, CA 92562.

 (2)

 Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this report.

 (3)

 Address: 42309 Winchester Road, Temecula, CA 92590. Donald Owens has voting and dispositive control over HNO Green Fuels, Inc.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

 Certain Relationships and Related Transactions

 Notes Payable, Related Party

 On November 19, 2021, we issued a note payable in
the amount of $20,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per
annum and had a maturity date of December 19, 2022. The Company agreed to issue 20,000,000 shares of its common stock for settlement of
the $20,000 note payable dated November 19, 2021 to HNO Green Fuels. The note matured on December 19, 2022 and was settled in full on
December 26, 2022 with the issuance of these shares. The shares are 'restricted securities' under Rule 144 and the issuance
of the shares was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended.

 On December 1, 2021, the Company issued a note payable in the amount of
$500,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2% per annum. During
the year ended October 31, 2023, $65,000 of principal was repaid. At October 31, 2023, there is $435,000 of principal and $19,199 of accrued
interest due on this note. This note had a maturity date of January 1, 2023.

 On May 31, 2022, the Company issued a note payable
in the amount of $590,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2%
per annum and has a maturity date of May 31, 2030.

 On September 29, 2022, the Company issued a note payable
in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2%
per annum and had a maturity date of September 29, 2022.

 On October 20, 2022, the Company issued a note payable
in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2%
per annum and had a maturity date of October 20, 2023.

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

 On March 8, 2023, the Company issued a note payable
in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2%
per annum and has a maturity date of March 8, 2024.

 On March 23, 2023, the Company issued a note payable
in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2%
per annum and has a maturity date of March 23, 2024.

 On April 3, 2023, the Company issued a note payable
in the amount of $50,000 to HNO Green Fuels, of which Donald Owens is Chief Executive Officer. This note bears an interest rate of 2%
per annum and has a maturity date of April 3, 2024.

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

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

 Extension of Promissory Notes:

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

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

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

 Director Independence

 We use the definition of "independence"
of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an "independent director"
is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the
Company's Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The
NASDAQ listing rules provide that a director cannot be considered independent if:

 the director is, or at any time during the past three years was, an employee of the Company;

 the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service);

 the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the Company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions;

 the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

 the director or a family member of the director is a current partner of the Company's outside auditor, or at any time during the past three years was a partner or employee of the Company's outside auditor, and who worked on the company's audit.

 Under such definitions, we have no independent directors.
However, our Common Stock is not currently quoted or listed on any national exchange or interdealer quotation system with a requirement
that a majority of our Board be independent and, therefore, we are not subject to any director independence requirements.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 Fees related to services performed by BF Borgers CPA
PC for the years ended October 31, 2023 and 2022, respectively, were as follows:

 2023

 2022

 Audit Fees

 $60,000

 $60,000

 Audit-Related Fees

 Tax Fees

 All Other Fees

 Total

 $60,000

 $60,000

 Pre-Approval Policies

 The Board's policy is to pre-approve all audit services
and all non-audit services before they commence, including the fees and terms thereof, to be provided by our independent auditor. All
of the services provided during the fiscal year ended October 31, 2023 were pre-approved. No audit, review or attest services were approved
in accordance with Section 2-01(c)(7)(i)(C) of Regulation S-X during the fiscal year ended October 31, 2023.

 During the approval process, the Board considered
the impact of the types of services and the related fees on the independence of the independent registered public accounting firm. The
services and fees were deemed compatible with the maintenance of that firm's independence, including compliance with rules and regulations
of the SEC. Throughout the year, the Board will review any revisions to the estimates of audit fees initially estimated for the engagement.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 a. The following documents are filed as part of this annual report on Form
10-K:

 1. FINANCIAL STATEMENTS

 The following documents are filed in Part II, Item 8 of this annual report
on Form 10-K:

 Report of Independent Registered Public Accounting Firm

 Audited Balance Sheets on October 31, 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 statement schedules have been omitted as they are not required,
not applicable, or the 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

 3.1

 3.2

 Certificate of Amendment filed March 5, 2009

 S-1

 3.2

 3.3

 Certificate of Change filed March 5, 2009

 S-1

 3.3

 3.4

 Certificate of Amendment filed April 8, 2010

 S-1

 3.4

 3.5

 Certificate of Amendment filed June 4, 2020

 S-1

 3.5

 3.6

 Certificate of Amendment filed August 31, 2021

 S-1

 3.6

 3.7

 Certificate of Amendment filed January 6, 2023

 S-1

 3.7

 3.8

 Certificate of Designation (Series A Preferred Stock) filed October 14, 2019

 S-1

 3.8

 3.9

 Amendment to Certificate of Designation (Series A Preferred Stock) filed November 10, 2021

 S-1

 3.9

 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

 1A-6

 4/14/23

 10.2

 Purchase and Sale Agreement with TCF Elrod, LLC dated August 28, 2023

 10.2

 9/14/23

 10.3

 Equity Financing Agreement with GHS dated October 9, 2023

 S-1/A

 10.3

 10.4

 Registration Rights Agreement with GHS dated October 9, 2023

 S-1/A

 10.4

 10.5

 Promissory Note, dated December 1, 2021, between HNO International, Inc. and HNO Green Fuels,
 Inc.

 S-1/A

 10.5

 10.6

 Promissory Note, dated May 31, 2022, between HNO International, Inc. and HNO Green Fuels, Inc.

 S-1/A

 10.6

 10.7

 Promissory Note, dated September 29, 2022, between HNO International, Inc. and HNO Green Fuels,
 Inc.

 S-1/A

 10.7

 10.8

 Promissory Note, dated October 20, 2022, between HNO International, Inc. and HNO Green Fuels,
 Inc.

 S-1/A

 10.8

 10.9

 Promissory Note, dated March 1, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.

 S-1/A

 10.9

 10.10

 Promissory Note, dated March 8, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.

 S-1/A

 10.10

 10.11

 Promissory Note, dated March 23, 2023, between HNO International, Inc. and HNO Green Fuels,
 Inc.

 S-1/A

 10.11

 10.12

 Promissory Note, dated April 3, 2023, between HNO International, Inc. and HNO Green Fuels, Inc.

 S-1/A

 10.12

 10.13

 Promissory Note, dated April 13, 2023, between HNO International, Inc. and HNO Green Fuels,
 Inc.

 S-1/A

 10.13

 10.14

 Promissory Note, dated April 17, 2023, between HNO International, Inc. and HNO Green Fuels,
 Inc.

 S-1/A

 10.14

 10.15

 Extension to Promissory Note, dated December 1, 2021, between HNO International, Inc. and HNO Green
 Fuels, Inc. - Executed January 17, 2024

 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

 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

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 * Furnished, not filed.

 ITEM 16. FORM 10-K SUMMARY.

 None.

 SIGNATURES

 In accordance with Section 13 or 15(d) of the Exchange
Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Dated: January 29, 2024

 By: /s/ Paul Mueller

 Name: Paul Mueller

 Title: President and Chief Executive Officer

 (Principal Executive Officer)

 By: /s/ Hossein Haririnia

 Name: Hossein Haririnia

 Title: Treasurer

 (Principal Financial and Accounting Officer)

 In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 SIGNATURE

 TITLE

 DATE

 By: /s/ Paul Mueller

 Paul Mueller

 President and Chief Executive Officer

 (Principal Executive Officer)

 January 29, 2024

 By: /s/ Hossein Haririnia

 Treasurer and Director

 (Principal Financial and Accounting Officer)

 January 29, 2024

 By: /s/ Donald Owens

 Chairman of the Board of Directors

 January 29, 2024

 By: /s/ William Parker

 Director

 January 29, 2024