SEC Comment Letter 0000000000-23-003444 to HNO International, Inc. (HNOI)
HNO International, Inc.
Date: April 5, 2023 · CIK: 0001342916 · Accession: 0000000000-23-003444
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12194
Letter
United States securities and exchange commission logo April 5, 2023 Paul Mueller Chief Executive Officer HNO International, Inc. 41558 Eastman Drive Suite B Murrieta, CA 92562 Re:HNO International, Inc. Offering Statement on Form 1-A Filed March 22, 2023 File No. 024-12194 Dear Paul Mueller: We have reviewed your offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Form 1-A filed March 22, 2023 General 1.We note that prior to filing this offering statement, the Company published interim financial statements for the three months ended January 31, 2023. Please advise as to what consideration the Company has given to updating the Form 1-A to include these interim financial statements and other relevant information. Consider Rule 252(a) of Regulation A and footnote 17 and the accompanying text in Securities Act Release No. 33-10591 for additional guidance. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification.
FirstName LastNamePaul Mueller Comapany NameHNO International, Inc. April 5, 2023 Page 2 FirstName LastName Paul Mueller HNO International, Inc. April 5, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257 of Regulation A requires you to file periodic and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the report. Please contact Claudia Rios, Staff Attorney, at (202) 551-8770 or Mitchell Austin, Acting Legal Branch Chief, at (202) 551-3574 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Matthew McMurdo, Esq.
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United States securities and exchange commission logo
April 5, 2023
Paul Mueller
Chief Executive Officer
HNO International, Inc.
41558 Eastman Drive
Suite B
Murrieta, CA 92562
Re:HNO International, Inc.
Offering Statement on Form 1-A
Filed March 22, 2023
File No. 024-12194
Dear Paul Mueller:
We have reviewed your offering statement and have the following comments. In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response. After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed March 22, 2023
General
1.We note that prior to filing this offering statement, the Company published interim
financial statements for the three months ended January 31, 2023. Please advise as to
what consideration the Company has given to updating the Form 1-A to include these
interim financial statements and other relevant information. Consider Rule 252(a) of
Regulation A and footnote 17 and the accompanying text in Securities Act Release No.
33-10591 for additional guidance.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
FirstName LastNamePaul Mueller
Comapany NameHNO International, Inc.
April 5, 2023 Page 2
FirstName LastName
Paul Mueller
HNO International, Inc.
April 5, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
Please contact Claudia Rios, Staff Attorney, at (202) 551-8770 or Mitchell Austin, Acting
Legal Branch Chief, at (202) 551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Matthew McMurdo, Esq.