SecProbe.io

CORRESP
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 filename1.htm

 NEWLAN
LAW FIRM, PLLC

 2201 Long Prairie
Road, Suite 107-762

 Flower Mound, Texas
75022

 August 14, 2025

 Anuja Majmudar

 Office of Energy &
Transportation

 Division of Corporation
Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: HNO
International, Inc.

 Offering
Statement on Form 1-A

 Filed
July 21, 2025

 File
No. 024-12607

 Dear Ms. Majmudar:

 This
is in response to the letter of comment of the Staff dated August 1, 2025, relating to Amendment No. 1 to the Offering Statement on Form
1-A of HNO International, Inc. (the "Company"). Each of the Staff's comments is addressed below, seriatim :

 Amendment to
Offering Statement on Form 1-A

 Cover Page

 Comment No. 1 :
You state on the cover that your offering includes "Up to 333,333 Shares of Common Stock Offered by the Company." Please revise
to clarify that these shares are being offered by the Selling Shareholder.

 Please be advised that
the subject disclosure has been revised, in response to such comment.

 Comment No. 2 :
We note your disclosure here and elsewhere that the Subject Convertible Note, will, by its terms, be eligible for conversion into shares
of your common stock "at the election of its holder." However, Article I. of the Convertible Promissory Note, dated April 7,
2025, states that the holder shall have the right "from to time, and at any time during the period beginning on the date which is
one hundred eighty (180) days following the date of this Note" to convert all or any part of the outstanding and unpaid amount of
the Note. Please advise or revise.

 Please be that an amended
and restated note has been filed as Exhibit 3.2. The revised note terms align with the disclosure as presented previously.

 Comment No. 3 :
We note footnote 4 to your tabular disclosure states that the principal amount of the Subject Convertible Note is $50,000 and that such
amount was determined by adding the principal amount, $50,000, and an assumed $5,000 of accrued interest therein. However, your disclosure
above states that the principal amount of the Subject Convertible Note is $45,000. Please revise or advise.

 Please be that the
subject disclosure has been revised, in response to such comment.

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 Offering Summary,
page 4

 Comment No. 4 :
Please tell us how you determined there were 90,970,491 shares issued and outstanding as of the date hereof. In this regard, we note
that outstanding shares at April 30, 2025 were 80,150,491 per the balance sheet on page F-1 and that 3,700,000 shares were issued between
May 1 and June 18, 2025 per Note 12 on page F-16.

 Please be advised that
revisions have been made to Part I such that it matches the subject disclosure, in response to such comment.

 Use of Proceeds,
page 12

 Comment No. 5 :
We note you disclose that your tabular disclosure reflects the estimated proceeds you would derive assuming an offering price of $1.00,
which represents the midpoint of the offering price range. However, we note you disclose a price range of $[0.15- 1.00]. Please advise
or revise. We note Regulation A requires that you use the upper end of your price range to disclose the aggregate offering amount of
this offering. Refer to Rule 253(b)(2) of Regulation A.

 Please be advised that
references to "midpoint" have been removed, in response to such comment. The table presents disclosure based on a $1.00 offering
price, the maximum price included in the price range.

 Plan of Distribution

 Procedures for
Subscribing, page 15

 Comment No. 6 :
We note you disclose that in connection with determining whether to accept or reject a subscription you intend to consider, among other
things, your "then-current need for a cash investment; the state of the securities markets, in general, and the market for [your]
common stock, in particular." Please confirm your understanding that Rule 251(d)(3)(i)(F) of Regulation A is limited to offerings
that commence within two calendar days after qualification and are made on a continuous basis during the offering period. Relatedly,
please also confirm your understanding that in a continuous offering, an issuer must be ready and willing to sell the aggregate amount
of securities qualified at all times.

 Please be advised that
the subject disclosure has been revised, in response to such comment.

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 Business

 Our Products,
page 19

 Comment No. 7 :
We note the additional disclosure added in response to our prior comment 10. As indicated by Item 10(b) of Regulation S-K, management's
projections of future economic performance must have a reasonable basis and be presented in an appropriate format, including the financial
items to be projected, the period to be covered, and the manner of presentation to be used. Traditionally projections have been given
for three financial items generally considered to be of primary importance to investors: revenues, net income (loss), and earnings (loss)
per share. We note that you have provided some revenues, some costs and some operating and gross profits for your products. Please address
the following:

 · We
 note that you have two employees. Please disclose how you will construct 10-40 units of each
 product in the next 15-20 months.

 · We
 note that you don't provide projected revenues and costs for your SHEP Platform product,
 yet provide projected gross profit. Please disclose how you can calculate projected gross
 profit without projected revenues and costs.

 · As
 to the Hydrogen production locations, you detail projected revenues of $15-25 million but
 do not include a projected gross profit. Please disclose projected gross profit or disclose
 why you cannot provide. In this regard, we note that you expect expenditures of $20 million
 over the next 15-20 months.

 · Disclose
 projected net income(loss) or disclose why you cannot provide.

 Please be advised that revisions and additions to
the subject disclosure have been made, in response to such comment. Because the projection disclosure relates specifically to individual
products, the Company determined that presentation of per share earnings information could be misleading, inasmuch as overall Company
performance and expense levels cannot be predicted.

 Comment No. 8 : We note that you have built
a CHRS unit and it is being marketed for sale. Please tell us where this unit is presented in your condensed balance sheet at April 30,
2025.

 Please be advised that the CHRS unit is not presented
on the condensed balance sheet as of April 30, 2025, due to an out-of-period adjustment recorded during the quarter. As disclosed in the
financial statements for the quarter ended April 30, 2025, the Company removed the asset after determining it did not meet the criteria
for capitalization. Disclosure has been added to such effect, see below:

 Out-of-Period
Adjustment

 During the three months
ended April 30, 2025, the Company recorded an out-of-period adjustment to write off the full gross amount of a previously capitalized
intangible asset related to the prototype Compact Hydrogen Refueling Station ("CHRS"). The asset was originally recorded
at $136,725 following the conversion of a SAFE investment into intellectual property. Upon further evaluation, management determined
that the asset did not meet the criteria for capitalization.

 Management evaluated
the error, both qualitatively and quantitatively, and concluded that the adjustment was not material to any prior interim or annual period.
The Company recorded an expense of $105,190, presented as "Loss on write-off of intangible asset" within other expenses for
the quarter ended April 30, 2025. The remaining balance of the gross asset and related accumulated amortization were removed from the
balance sheet as part of the adjustment. The previously recorded amortization from earlier periods was not reversed and remains reported
in those respective periods.

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 Directors, Executive
Officers, Promoters and Control Persons, page 29

 Comment No. 9 :
We note your revised disclosure reflects that you have three directors. However, we also note your references to your "sole director."
Please revise or advise.

 Please be advised that
the subject disclosure has been revised, in response to such comment.

 Certain Relationships
and Related Transactions

 Advances from
Related Party, page 34

 Comment No. 10 :
We note your response to our prior comment 16. Please revise to clarify whether interest accrues on the advances and when the outstanding
balances are due.

 The related party advances
disclosed on our condensed balance sheet do not have written agreements and are structured as follows:

 Interest
Terms: The advances are non-interest bearing and do not accrue interest.

 Repayment
Terms: The advances are due on demand with no specified maturity dates.

 Outstanding
Balances: As of August 5, 2025, the outstanding balances are:

 • HNO
Green Fuels, Inc.: $193,000

 • Donald
Owens: $898,585

 • Total
Outstanding: $1,091,585

 Unaudited Financial
Statements for the Six Months Ended April 30, 2025

 Unaudited Condensed
Balance Sheets at April 30, 2025 and October 31, 2024, page F-1

 Comment No. 11 :
We note your response to comment 17 and disclosure at page 20 stating that 10 units remain unsold and in inventory. Tell us where the
amounts are presented in your condensed balance sheet as of April 30, 2025.

 Please be advised that
additions to the subject disclosure has been removed, in response to such comment.

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 General

 Comment No. 12 :
We note you disclose in Item 4 of Part I that you are offering 50,000,000 securities in this offering. Please revise to include the total
number of shares being qualified under your offering statement, including the 333,333 Selling Shareholder Offered Shares.

 Please be advised that
revisions to Part I have been made, in response to such comment.

 Comment No. 13 :
We note your revised disclosure includes references to Offered Shares, Company Offered Shares and Selling Shareholder Offered Shares.
Please consider whether the context of each use of such term is sufficiently clear or whether further revision would be appropriate.

 Please be advised that
revisions and additions to the relevant disclosure have been made, in response to such comment.

 Comments Via
Telephone

 Telephone Comment
A : Cover Page "offering" typo has been corrected.

 Telephone Comment
B : Rounding of Selling Shareholder Offered Shares has been rounded up to 333,334 throughout the document.

 Telephone Comments
C and D : Under "Risks Related to a Purchase of the Offered Shares," for clarification, the term "Company"
has been added to references to "Offered Shares," as appropriate.

 _________________________________

 Further
to recent discussions between the Staff and the undersigned, the Company confirms that it understands each of the provisions of Rule
253(b), including the notes to such paragraph.

 _________________________________

 We
believe that this filing is now in order for qualification.

 Please
feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding this letter or the Amendment.

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 Thank
you for your attention in this matter.

 Sincerely,

 NEWLAN LAW FIRM,
 PLLC
 By: /s/ Eric
 Newlan
 Eric Newlan
 Managing Member

 cc: HNO International,
Inc.

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