SecProbe.io

CORRESP
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 filename1.htm

 HNO INTERNATIONAL, INC.

 4115 Eastman Drive, Suite B

 Murrieta, California 92562

 December 10, 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

 File
No. 024-12607

 Dear Ms. Majmudar:

 On behalf of the Company, I respectfully request that
the qualification date of the Offering Statement be accelerated and that the Offering Statement be declared qualified Thursday, December
11, 2025, at 2:00 p.m. EDT, or as soon thereafter as is reasonably practicable.

 In making this request, the Company represents that
the Offering Statement will be approved in the State of Colorado, upon qualification by the Securities and Exchange Commission (the “Commission”),
and acknowledges the following:

 - should the Commission or the Staff, acting pursuant to delegated authority, declare the filing qualified,
it does not foreclose the Commission from taking any action with respect to the filing;

 - the action of the Commission or the staff, acting pursuant to delegated authority, to declare the filing
qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure in the filing; and

 - the Company may not assert staff comments and/or qualification as a defense in any proceeding initiated
by the Commission or any person under the federal securities law of the United States.

 Very truly yours,

 /s/ Donald Owens

 Donald Owens

 Chief Executive Officer

 HNO International, Inc.

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 NEWLAN LAW FIRM, PLLC

 2201 Long Prairie Road, Suite 107-762

 Flower Mound, Texas 75022

 December 2, 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.

 Amendment No. 6 to
Offering Statement on Form 1-A

 Filed November
19, 2025

 File No. 024-12607

 Dear Ms. Majmudar:

 This is in response to oral comments of the Staff
received December 1, 2025, relating to Amendment No. 6 to the Offering Statement on Form 1-A of HNO International, Inc. (the "Company").
The Staff's oral comments are addressed below:

 Oral Comment No. 1 : Deletion of paragraph
on page 21.

 Please be advised that the subject paragraph has been
deleted.

 Oral Comment No. 2 : Filing of auditor's
consent.

 Please be advised that an updated auditor's
consent has been filed as Exhibit 11.1.

 _________________________________

 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.

 1

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

 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.

 2

CORRESP
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 NEWLAN LAW FIRM, PLLC

 2201 Long Prairie Road, Suite 107-762

 Flower Mound, Texas 75022

 November 19, 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.

 Amendment No. 4 to
Offering Statement on Form 1-A

 Filed October 3,
2025

 File No. 024-12607

 Dear Ms. Majmudar:

 This is in response to the letter
of comment of the Staff dated November 18, 2025, relating to Amendment No. 4 to the Offering Statement on Form 1-A of HNO International,
Inc. (the "Company"). The Staff's comment is addressed below:

 Amendment No. 4 to Form 1-A filed October 3,
2025

 Part I: Item 4, page 1

 Comment No. 1 : We note your response to
prior comment 2 and reissue the comment. We note the company continues to offer 50,000,000 shares at a price per security of $0.5750,
the midpoint of the price range. Consistent with the $0.5750 midpoint of the range, the portion of the aggregate offering price attributable
to securities being offered on behalf of the issuer should reflect $28,750,000 and the portion attributable to securities being offered
on behalf of the selling security holders should be $191,666.475. Please revise the total sum of the aggregate offering price and the
estimated net proceeds to the issuer accordingly.

 Please be advised that Part I: Item 4 has been revised,
in response to such comment.

 _________________________________

 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.

 1

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

 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.

 2

November 18, 2025
Donald Owens
President
HNO International, Inc.
41558 Eastman Drive, Suite B
Murrieta, CA 92562
Re:HNO International, Inc.
Amendment No. 4 to Offering Statement on Form 1-A
Filed October 3, 2025
File No. 024-12607
Dear Donald Owens:
            We have reviewed your amended offering statement and have the following comment.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 30, 2025
letter.
Amendment No. 4 to Form 1-A filed October 3, 2025
Part I: Item 4, page 1
1.We note your response to prior comment 2 and reissue the comment.  We note the
company continues to offer 50,000,000 shares at a price per security of $0.5750, the
midpoint of the price range.  Consistent with the $0.5750 midpoint of the range, the
portion of the aggregate offering price attributable to securities being offered on
behalf of the issuer should reflect $28,750,000 and the portion attributable to
securities being offered on behalf of the selling security holders should be
$191,666.475.  Please revise the total sum of the aggregate offering price and the
estimated net proceeds to the issuer accordingly.

November 18, 2025
Page 2
            Please contact Brian McAllister at 202-551-3341 or Kimberly Calder at 202-551-3701
if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Eric Newlan

CORRESP
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 filename1.htm

 NEWLAN LAW FIRM, PLLC

 2201 Long Prairie Road, Suite 107-762

 Flower Mound, Texas 75022

 October 2, 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.

 Amendment 4 to Offering
Statement on Form 1-A

 Filed September 25,
2025

 File No. 024-12607

 Dear Ms. Majmudar:

 This is in response to the letter
of comment of the Staff dated September 30, 2025, relating to Amendment No. 4 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 No. 4 to Form 1-A filed September
25, 2025

 Business

 Our Products, page 19

 Comment No. 1 : We note your response to
our prior comment 1. Please correct the number of kilowatts of electricity available to sell to customers in a year in footnote (1) to
35,040,000, which represents 4,000 kilowatts per hour multiplied by 8,760 hours.

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

 General

 Comment No. 2 : We note your response to
prior comment 6. We further note the company continues to offer 50,000,000 shares at a price per security of $0.5750, the midpoint of
the price range, but you have increased the portion of the aggregate offering price attributable to securities being offered on behalf
of the issuer to $28,941,667. Please advise or revise. In addition, please tell us your basis for including the portion attributable to
securities being offered on behalf of the selling security holders in calculating the net proceeds to the issuer or revise.

 Please be advised that the subject information in
Item 4 of Part I has been revised, in response to such comment.

 1

 Comment No. 3 : We note the reference to
"NLF Support Services, LLC, the Selling Shareholder," in the last paragraph of the legal opinion is inconsistent with disclosure
elsewhere in the legal opinion and offering statement. Please advise or revise.

 Please be advised that the legal opinion has been
revised and is included in the filing as Exhibit 12.1.

 _________________________________

 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.

 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.

 2

September 30, 2025
Donald Owens
President
HNO International, Inc.
41558 Eastman Drive, Suite B
Murrieta, CA 92562
Re:HNO International, Inc.
Amendment 4 to Offering Statement on Form 1-A
Filed September 25, 2025
File No. 024-12607
Dear Donald Owens:
            We have reviewed your amended offering statement and have the following
comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 10, 2025
letter.
Amendment No. 4 to Form 1-A filed September 25, 2025
Business
Our Products, page 19
1.We note your response to our prior comment 1. Please correct the number of kilowatts
of electricity available to sell to customers in a year in footnote (1) to 35,040,000,
which represents 4,000 kilowatts per hour multiplied by 8,760 hours.
General
We note your response to prior comment 6. We further note the company continues to
offer 50,000,000 shares at a price per security of $0.5750, the midpoint of the price
range, but you have increased the portion of the aggregate offering price attributable 2.

September 30, 2025
Page 2
to securities being offered on behalf of the issuer to $28,941,667. Please advise or
revise. In addition, please tell us your basis for including the portion attributable to
securities being offered on behalf of the selling security holders in calculating the net
proceeds to the issuer or revise.
3.We note the reference to "NLF Support Services, LLC, the Selling Shareholder," in
the last paragraph of the legal opinion is inconsistent with disclosure elsewhere in the
legal opinion and offering statement.  Please advise or revise.
            Please contact Brian McAllister at 202-551-3341 or Kimberly Calder at 202-551-3701
if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Eric Newlan

CORRESP
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 NEWLAN LAW FIRM, PLLC

 2201 Long Prairie Road, Suite 107-762

 Flower Mound, Texas 75022

 September 24, 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.

 Amendment 3 to Offering
Statement on Form 1-A

 Filed September 3,
2025

 File No. 024-12607

 Dear Ms. Majmudar:

 This is in response to the letter
of comment of the Staff dated September 10, 2025, relating to Amendment No. 3 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 3 to Offering Statement on Form 1-A

 Business

 Our Products, page 19

 Comment No. 1 : We note your response to
prior comment 8 and reissue the comment in part.

 Please explain how the revenue of $2,832,000 is
determined. In this regard, please provide a description similar to that provided under Hydrogen Production Facility on page 21.

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

 Comment No. 2 : In regards to your HyGridTM
System, we note that you will construct and own the system, even though located at the customer's location. Tell us whether or not depreciation
and repairs and maintenance of the system are included in your projected financial performance. If not, tell us why not.

 Please be advised that the subject disclosure has
been revised to include depreciation and repairs and maintenance expenses, in response to such comment.

 Comment No. 3 : In regards to the CHRS product,
please clarify whether or not you are constructing this product. If so, disclose the cost of construction. Additionally, if you are constructing
and selling the product and have no further obligations, revise footnote (2) to accurately describe the Cost of Goods Sold.

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

 1

 Security Ownership of Certain Beneficial Owners
and Management, page 33

 Comment No. 4 : We note your response to
our prior comment 4. Consistent with your disclosure elsewhere, please revise to correct the reference in footnote 1 from 95,290,491 issues
shares to 95,920,491 issued shares.

 Please be advised that the subject disclosure has
been revised.

 General

 Comment No. 5 : We note your revised disclosure
that the selling shareholder is offering up to 333,333 shares of common stock. Please revise your legal opinion as appropriate.

 Please be advised that a revised legal opinion has
been filed as Exhibit 12.1.

 Comment No. 6 : We note you disclose in Item
4 of Part I that the portion of the aggregate offering price attributable to securities being offered on behalf of the issuer is $28,750,000,
but you also disclose that the estimated net proceeds to the issuer are $28,871,666. Please advise or revise.

 Please be advised that Item 4 of Part 1 has been revised,
in response to such comment.

 Additional Information About Share Issuance :
Since the filing of Amendment No. 3, the Company has issued 1,625,000 shares of common stock, increasing the total shares outstanding
to 97,545,491. The Company entered into Stock Subscription Agreements with two accredited investors pursuant to Rule 506(b) of Regulation
D under the Securities Act of 1933, as amended, whereby the Company privately sold such shares of common stock for cash proceeds of $50,000.
These shares of common stock were issued as "restricted securities."

 Oral Comment No. 1 : The typographical
errors indicated have been corrected.

 Oral Comment No. 2 : An update with respect
to the Katy, Texas, project has been included in the amendment.

 _________________________________

 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.

 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.

 2

September 10, 2025
Donald Owens
President
HNO International, Inc.
41558 Eastman Drive, Suite B
Murrieta, CA 92562
Re:HNO International, Inc.
Amendment 3 to Offering Statement on Form 1-A
Filed September 3, 2025
File No. 024-12607
Dear Donald Owens:
            We have reviewed your amended offering statement and have the following
comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 25, 2025 letter.
Amendment 3 to Offering Statement on Form 1-A
Business
Our Products, page 19
1.We note your response to prior comment 8 and reissue the comment in part.
Please explain how the revenue of $2,832,000 is determined. In this regard, please
provide a description similar to that provided under Hydrogen Production Facility on
page 21.
2.In regards to your HyGrid TM System, we note that you will construct and own the
system, even though located at the customer's location. Tell us whether or not
depreciation and repairs and maintenance of the system are included in your projected
financial performance. If not, tell us why not.

September 10, 2025
Page 2
3.In regards to the CHRS product, please clarify whether or not you are constructing
this product. If so, disclose the cost of construction. Additionally, if you are
constructing and selling the product and have no further obligations, revise footnote
(2) to accurately describe the Cost of Goods Sold.
Security Ownership of Certain Beneficial Owners and Management, page 33
4.We note your response to our prior comment 4.  Consistent with your disclosure
elsewhere, please revise to correct the reference in footnote 1 from 95,290,491 issues
shares to 95,920,491 issued shares.
General
5.We note your revised disclosure that the selling shareholder is offering up to 333,333
shares of common stock. Please revise your legal opinion as appropriate.
6.We note you disclose in Item 4 of Part I that the portion of the aggregate offering
price attributable to securities being offered on behalf of the issuer is $28,750,000, but
you also disclose that the estimated net proceeds to the issuer are $28,871,666. Please
advise or revise.
            Please contact Brian McAllister at 202-551-3341 or Kimberly Calder at 202-551-3701
if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Eric Newlan

CORRESP
 1
 filename1.htm

 NEWLAN
LAW FIRM, PLLC

 2201 Long Prairie Road, Suite 107-762

 Flower Mound, Texas 75022

 September 3, 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.

 Amendment 2 to Offering
Statement on Form 1-A

 Filed August 14,
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 2 to Offering Statement on Form 1-A

 Cover Page

 Comment No. 1 : We note your response to
prior comment 2. Please revise your disclosure to discuss the First Amended 8% Convertible Promissory Note filed as Exhibit 3.2 and disclose
that such note was amended to provide that the holder shall have the right to convert the note on the earlier of (a) the day immediately
following the qualification of a Regulation A Offering under the Securities Act of 1933, as amended, and (b) the date that is 180 days
immediately following the issue date. In addition, please clarify the issue date for the holder's conversion right.

 Please be advised that the subject disclosure has
been revised, in response to such comment. In addition, similar disclosure appearing throughout the documents has been likewise revised.

 Comment No. 2 : We note footnote 4 to your
tabular disclosure states that the number of shares of common stock offered by the selling shareholder was determined by adding the principal
amount of the Subject Convertible Note, $ 45,000, and an assumed $5,000 of accrued interest thereon, then dividing that sum, $50,000,
by the minimum price in the price range, $0.15, for a result of 333,334 shares. It appears that such calculation may involve rounding.
If so, please expand your disclosure to explain that calculations are or may be rounded and disclose the rounding convention being utilized.

 Please be advised that the subject disclosure has
been revised, in response to such comment. In addition, similar disclosure appearing throughout the documents has been likewise revised.

 1

 Offering Summary, page 4

 Comment No. 3 : We note your response to
comment 4. Please tell us about the additional 12,070,000 common shares issued since June 18, 2025 that are not included in Note 12 on
page F-16. Include the dates of issuance, the number of shares and consideration for which securities were issued.

 Following the April 30, 2025, balance sheet date,
which reported 80,150,491 shares of common stock outstanding, the Company has issued additional common shares, increasing the total shares
outstanding to 95,920,491. Note 12 previously disclosed the issuance of 3,700,000 shares as a subsequent event. The Company now provides
the following breakdown of the additional 12,070,000 shares as requested.

 The Company entered into Stock Subscription Agreements
with accredited investors pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended. Through these agreements,
the Company privately sold a total of 9,490,000 shares of common stock for aggregate cash proceeds of $209,000. These shares were issued
as "restricted securities" under Rule 144 on the following dates and in the following amounts:

 June 19, 2025: 1,540,000 shares

 June 30, 2025: 1,000,000 shares

 July 3, 2025: 1,000,000 shares

 July 7, 2025: 1,000,000 shares

 July 10, 2025: 50,000 shares

 July 23, 2025: 100,000 shares

 July 30, 2025: 4,800,000 shares

 Additionally, on June 12, 2025, the Board of Directors
approved the issuance of 80,000 shares of common stock valued at $760, and on July 7, 2025, approved the issuance of 2,500,000 shares
of common stock valued at $20,000, both in exchange for services rendered to the Company. These shares were also "restricted securities"
under Rule 144 and were issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act.

 Comment No. 4 : We note your disclosure here
and on pages 17 and 33 that there are 95,920,491 shares issued and outstanding as of the date of the offering. However, we also note you
disclose on page 17 that there are 91,303,824 shares outstanding, assuming the issuance of 333,334 Conversion Shares, and you disclose
in Item 4 of Part I that there are 90,970,491 shares outstanding. Please advise or revise.

 Please be advised that the discrepancies in the share
amounts have been resolved.

 2

 Selling Shareholder, page 16

 Comment No. 5 : We refer you to footnotes
(2) and (3) on page 17. Please revise the number of shares outstanding prior to and after this offering to correspond with the number
of shares that are disclosed at page 4, Offering Summary.

 Please be advised that the discrepancies in the share
amounts have been resolved.

 Business

 Our Products, page 19

 Comment No. 6 : Please tell us why you have
a reasonable basis for providing projections beyond one year. See Item 10(b)(1) of Regulation S-K. We note the $50 million maximum proceeds
estimated from this offering exceeds your estimate of the capital needed for construction and other costs for all four products over the
projected 3-year period. For example, cost estimates in year 1 are approximately $32.75 million and $12.5 million each in years 2 and
3.

 Please be advised that, after re-evaluating the projection
information, the Company has determined that presenting one-year projections is more appropriate in the circumstances and provides less
speculative information to investors.

 Comment No. 7 : The presentation for HyGridTM
System and CHRS System include financial measures labelled as Cost of Revenues and Net Profit(Loss). Note (1) discloses that Net Profit
reflects operating expenses only associated with each respective system and excludes other non-related operating and other expenses incurred
by the Company. Based on the disclosure, these two financial measures are not presented in accordance with U.S. GAAP. A registrant may
not use titles or descriptions of non-GAAP financial measures that are the same or confusingly similar to titles or descriptions used
for GAAP financial measures. To the extent your presentation continues to include non-GAAP financial measures, include a clear definition
or explanation of those financial measures, a description of the GAAP financial measure to which it is most directly comparable, and an
explanation why the non-GAAP measure was selected instead of a GAAP measure. See Item 10(b)(2)(iv) of Regulation S-K.

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

 Comment No. 8 : In regards to your HyGridTM
System, it appears that you expect customers to incur 35,400,000 kilowatts per year ($2,832,000/$0.08 per kilowatt). Please disclose how
you determined that amount. Additionally, disclose how you determined the Cost of Revenues of $1,002,000.

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

 Comment No. 9 : In regards to the CHRS product,
disclose the sale price of $375,000 per unit in the narrative.

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

 3

 Comment No. 10 : We note your response to
comment 8. In view of your determination that the CHRS system does not meet the criteria for asset capitalization, revise the discussion
to remove reference to owning a built CHRS system that is being marketed.

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

 Comment No. 11 : The disclosure regarding
your Hydrogen Carbon Cleaner product appears to indicate that you have the product available to be demonstrated and sold. If this is not
the case, please revise your disclosure.

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

 Comment No. 12 : Please disclose how you
determined that you could receive $2,500,000 in revenues related to your Electrolyzer Manufacturing Facility.

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

 General

 Comment No. 13 : We note your response to
prior comment 9 and reissue the comment in part. We note your offering statement continues to include references to your "sole director."
However, your executive management disclosure reflects that you have three directors. Please revise or advise.

 Please be advised that references to "sole director"
have been removed from the disclosure, in response to such comment.

 Comment No. 14 : We note your response to
prior comment 12 and reissue the comment. We note you disclose in Item 4 of Part I that you are offering 50,000,000 securities in this
offering. Please revise Item 4 of Part I to include the total number of shares being qualified under your offering statement, including
the 333,334 Selling Shareholder Offered Shares. In addition, please revise Item 4 of Part I to disclose the portion of the aggregate offering
price attributable to securities being offered on behalf of selling security holders.

 Please be advised that revisions have been made to
Item 4 of Part I, in response to such comment.

 _________________________________

 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.

 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.

 4

August 25, 2025
Donald Owens
President
HNO International, Inc.
41558 Eastman Drive, Suite B
Murrieta, CA 92562
Re:HNO International, Inc.
Amendment 2 to Offering Statement on Form 1-A
Filed August 14, 2025
File No. 024-12607
Dear Donald Owens:
            We have reviewed your amended offering statement and have the following
comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 1, 2025 letter.
Amendment 2 to Offering Statement on Form 1-A
Cover Page
1.We note your response to prior comment 2.  Please revise your disclosure to discuss
the First Amended 8% Convertible Promissory Note filed as Exhibit 3.2 and disclose
that such note was amended to provide that the holder shall have the right to convert
the note on the earlier of (a) the day immediately following the qualification of a
Regulation A Offering under the Securities Act of 1933, as amended, and (b) the date
that is 180 days immediately following the issue date. In addition, please clarify the
issue date for the holder's conversion right.
We note footnote 4 to your tabular disclosure states that the number of shares of
common stock offered by the selling shareholder was determined by adding the
principal amount of the Subject Convertible Note, $ 45,000, and an assumed $5,000 2.

August 25, 2025
Page 2
of accrued interest thereon, then dividing that sum, $50,000, by the minimum price in
the price range, $0.15, for a result of 333,334 shares. It appears that such calculation
may involve rounding.  If so, please expand your disclosure to explain that
calculations are or may be rounded and disclose the rounding convention being
utilized.
Offering Summary, page 4
3.We note your response to comment 4. Please tell us about the additional 12,070,000
common shares issued since June 18, 2025 that are not included in Note 12 on page F-
16.  Include the dates of issuance, the number of shares and consideration for which
securities were issued.
4.We note your disclosure here and on pages 17 and 33 that there are 95,920,491 shares
issued and outstanding as of the date of the offering.  However, we also note you
disclose on page 17 that there are 91,303,824 shares outstanding, assuming the
issuance of 333,334 Conversion Shares, and you disclose in Item 4 of Part I that there
are 90,970,491 shares outstanding. Please advise or revise.
Selling Shareholder, page 16
5.We refer you to footnotes (2) and (3) on page 17. Please revise the number of shares
outstanding prior to and after this offering to correspond with the number of shares
that are disclosed at page 4, Offering Summary.
Business
Our Products, page 19
6.Please tell us why you have a reasonable basis for providing projections beyond one
year. See Item 10(b)(1) of Regulation S-K. We note the $50 million maximum
proceeds estimated from this offering exceeds your estimate of the capital needed for
construction and other costs for all four products over the projected 3-year period. For
example, cost estimates in year 1 are approximately $32.75 million and $12.5 million
each in years 2 and 3.
7.The presentation for HyGridTM System and CHRS System include financial
measures labelled as Cost of Revenues and Net Profit(Loss). Note (1) discloses that
Net Profit reflects operating expenses only associated with each respective system and
excludes other non-related operating and other expenses incurred by the Company.
Based on the disclosure, these two financial measures are not presented in accordance
with U.S. GAAP. A registrant may not use titles or descriptions of non-GAAP
financial measures that are the same or confusingly similar to titles or descriptions
used for GAAP financial measures. To the extent your presentation continues to
include non-GAAP financial measures, include a clear definition or explanation of
those financial measures, a description of the GAAP financial measure to which it is
most directly comparable, and an explanation why the non-GAAP measure was
selected instead of a GAAP measure. See Item 10(b)(2)(iv) of Regulation S-K.
In regards to your HyGridTM System, it appears that you expect customers to incur
35,400,000 kilowatts per year ($2,832,000/$0.08 per kilowatt). Please disclose how
you determined that amount. Additionally, disclose how you determined the Cost of 8.

August 25, 2025
Page 3
Revenues of $1,002,000.
9.In regards to the CHRS product, disclose the sale price of $375,000 per unit in the
narrative.
10.We note your response to comment 8. In view of your determination that the CHRS
system does not meet the criteria for asset capitalization, revise the discussion to
remove reference to owning a built CHRS system that is being marketed.
11.The disclosure regarding your Hydrogen Carbon Cleaner product appears to indicate
that you have the product available to be demonstrated and sold. If this is not the case,
please revise your disclosure.
12.Please disclose how you determined that you could receive $2,500,000 in revenues
related to your Electrolyzer Manufacturing Facility.
General
13.We note your response to prior comment 9 and reissue the comment in part. We note
your offering statement continues to include references to your "sole director."
However, your executive management disclosure reflects that you have three
directors. Please revise or advise.
14.We note your response to prior comment 12 and reissue the comment. We note
you disclose in Item 4 of Part I that you are offering 50,000,000 securities in this
offering.  Please revise Item 4 of Part I to include the total number of shares being
qualified under your offering statement, including the 333,334 Selling Shareholder
Offered Shares. In addition, please revise Item 4 of Part I to disclose the portion of the
aggregate offering price attributable to securities being offered on behalf of selling
security holders.
            Please contact Brian McAllister at 202-551-3341 or Kimberly Calder at 202-551-3701
if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Eric Newlan

CORRESP
 1
 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.

 1

 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.

 2

 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.

 3

 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.

 4

 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.

 5

 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.

 6

August 1, 2025
Donald Owens
President
HNO International, Inc.
41558 Eastman Drive, Suite B
Murrieta, CA 92562
Re:HNO International, Inc.
Offering Statement on Form 1-A
Filed July 21, 2025
File No. 024-12607
Dear Donald Owens:
            We have reviewed your amended offering statement and have the following
comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our May 23, 2025 letter.
Amendment to Offering Statement on Form 1-A
Cover Page
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.
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.

August 1, 2025
Page 2
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.
Offering Summary, page 4
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.
Use of Proceeds, page 12
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.
Plan of Distribution
Procedures for Subscribing, page 15
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.
Business
Our Products, page 19
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 •7.

August 1, 2025
Page 3
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.
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.
Directors, Executive Officers, Promoters and Control Persons, page 29
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.
Certain Relationships and Related Transactions
Advances from Related Party, page 34
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.
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
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.
General
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.
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.

August 1, 2025
Page 4
            Please contact Brian McAllister at 202-551-3341 or Kimberly Calder at 202-551-3701
if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Eric Newlan

CORRESP
1
filename1.htm

NEWLAN
LAW FIRM, PLLC

2201 Long Prairie Road, Suite 107-762

Flower Mound, Texas 75022

July 21, 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 April 29, 2025

File No. 024-12607

Dear Ms. Majmudar:

This is in response to the letter
of comment of the Staff dated May 23, 2025, relating to the captioned 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:

Offering Statement on Form 1-A

Cover Page

Comment No. 1: Please provide the legend
required by Rule 254(a) of Regulation A. Refer to Part II(a)(4) of Form 1-A.

Please be advised that the required legend has been
included on the cover page, in response to such comment.

Comment No. 2: Please revise the penultimate
paragraph of the cover page to conform with the legend required by Part II(a)(5) of Form 1-A

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

Cautionary Statement Regarding Forward-Looking
Statements, page 3

Comment No. 3: We note your statement that
you undertake no obligation to update any forwardlooking statements. This disclaimer does not appear to be consistent with your disclosure
obligations. Please revise to clarify that you will update information to the extent required by law.

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

      1

Risk Factors, page 5

Comment No. 4: We note the exclusive forum
provision included in Section 9.2 of your Amended and Restated Bylaws. Please provide risk factor disclosure related to your forum selection
provision and discuss the effects that your exclusive forum provision may have on potential investors including, but not limited to, increased
costs to bringing a claim and that these provisions can discourage claims or limit investors’ ability to bring a claim in a judicial
forum that they find favorable.

Please be advised that a new risk factor has been
added to the disclosure, in response to such comment.

Dilution, page 11

Comment No. 5: It appears your Pro forma
net tangible book value per share as of January 31, 2025 for the 100%, 75% and 50% presentations is not correct. In this regard, it appears
that you may have disclosed the correct amount on the line item Increase in net tangible book value per share after giving effect to this
offering for each presentation. Please revise or tell us how your pro forma amounts were determined.

Please be advised that the dilution information has
been revised.

Plan of Distribution, page 14

Comment No. 6: This section states that
you reserve the right to engage FINRA-member brokerdealers. Please note that if the company enters into an agreement, after qualification,
to retain a broker-dealer and the broker-dealer is acting as an underwriter then the company needs to file a post-qualification amendment
to the offering statement identifying the broker-dealer and providing the required information on the plan of distribution. Also, you
must file the agreement as an exhibit to the offering statement. Additionally, you should be aware that prior to any involvement of any
broker-dealer in the offering, such broker-dealer must seek and obtain clearance of the underwriting compensation and arrangements from
the NASD Corporate Finance Department. Please revise the disclosure to indicate that the company will file a post-qualification amendment
addressing the above information.

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

Plan of Distribution

Advertising, Sales and Other Promotional Materials,
page 16

Comment No. 7: We note that you intend
to use additional advertising, sales and other promotional materials in connection with this offering and that such materials “are
not to be considered part of this Offering Circular.” Please clarify if these materials are the types of communications contemplated
by Rule 255 and revise to clarify that such information will be filed with the Offering Circular pursuant to Part III, Item 17(13), or
explain why no revision is necessary.

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

      2

Business, page 18

Comment No. 8: We note you disclose on page
23 that as of the date of the Offering Circular, you had one full-time employee and no part-time employees. However, we also note you
disclose that Mr. Owens is your President, Chief Executive Officer and Secretary and that Mr. Haririnia is your Treasurer. Please revise
or advise.

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

Comment No. 9: We note that you had no revenue
for the three-months ended January 31, 2025 and limited revenue for the fiscal year ended December 31, 2024. Please revise throughout
to more clearly discuss the current stage of development of each of your principal products and services, including whether each is commercially
available and current customers. If any products and services are in development, please disclose the anticipated timeline, material costs
and steps that remain for commercial release. In that regard, we note you disclose that the first Hydrogen Farm located in Katy Texas
is scheduled for full operation producing hydrogen in April 2025 and that you have taken delivery of the first 10 Hydrogen Carbon Cleaners
for sale to customers in mid-March 2025.

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

Business

Our Products, page 19

Comment No. 10: We note your disclosure
of expected expenditures and expected revenues over the next 15 - 20 months. Please tell us the consideration you gave to Item 10(b) of
Regulation S-K.

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

Management's Discussion and Analysis of Financial
Condition and Results of Operations Overview, page 24

Comment No. 11: Expand your Overview section
to explain the nature of and quantify the impact of the Company’s efforts to streamline operations and reduce overhead costs, as
disclosed under the heading Results of Operations. Explain how streamlining efforts fit into your growth strategy to expand your product
offerings and target markets as disclosed under Corporate Growth Strategy at page 22.

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

      3

Results of Operations, page 24

Comment No. 12: Revise the discussion of
Operating Expenses to quantify the amounts and the underlying reasons for the changes between comparative periods. For example, the interim
period discussion may describe why general and administrative expenses decreased by $161,900, the recognition of stock-compensation expense
of $265,502, and the reason for the increase in depreciation and amortization expense. We refer you to the requirements of Instruction
1 and 2 to Item 9(a) of Form 1-A.

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

Liquidity and Capital Resources, page 25

Comment No. 13: Expand your discussion of
Liquidity and Capital Resources to disclose any material commitments for capital expenditures and disclose the general purpose of such
commitments and the anticipated sources of funds to fulfill them, as required by Item 9(b)(2) of Form 1-A.

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

Directors, Executive Officers, Promoters and
Control Persons, page 28

Comment No. 14: Please revise your disclosure
regarding the background of your executive officers and directors to describe their business experience, principal occupations and employment
during the past five years, including the dates and duration of their employment. For example, we note you disclose in footnotes (2) and
(3) to your executive compensation table that Mr. Owens served as your President, Chief Executive Officer, Chief Financial Officer, Treasurer
and Secretary from April 30, 2021 to December 1, 2021.

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

Security Ownership of Certain Beneficial Owners
and Management, page 29

Comment No. 15: Please revise the beneficial
ownership table to reflect the total voting power of Donald Owens taking into account his shares of common stock and Series A Preferred
Stock.

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

      4

Certain Relationships and Related Party Transactions
Advances from Related Party, page 32

Comment No. 16: We note your disclosure
regarding advances from certain related parties. Please advise whether the related-party advances are memorialized in any written agreement.
If so, please file the related-party agreement as an exhibit. If there are no written agreements, disclose when the advances are due and
the respective balances of each party as of the most recent practicable date.

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

Unaudited Financial Statements for the Three
Months Ended January 31, 2025 and 2024 Condensed Balance Sheets as of January 31, 2025 and October 31, 2024, page F-1

Comment No. 17: On page 20, you disclose
that you have taken delivery of 10 hydrogen carbon cleaners for sale to customers in mid-March 2025. Your disclosure indicates that these
items are held for sale in the ordinary course of business. Please disclose if the hydrogen carbon cleaners have been accounted for as
inventory under ASC 330. If not, please explain their present accounting treatment, including the accounting guidance that is applicable.

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

Condensed Statements of Operations, page F-2

Comment No. 18: We note your presentation
of stock-based compensation as a separate line item in the statements of operations on pages F-2 and F-20. The significant accounting
policy on pages F-9 and F-26 states that the expense is included within the same income statement lines as cash compensation for consultants
and employees who receive the awards. Please revise the statements of operations presentation and the footnote to comply with SAB Topic
14.F.

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

Note 2 - Financial Statement Restatement, page
F-5

Comment No. 19: We note the interim period
as of and for the three months ended January 31, 2024 presents additional adjustments that were not reflected as corrections during the
fiscal year ended October 31, 2024 starting on page F-23. We refer you to adjustments to Property and equipment, net, Long-term asset,
net, Right-of-use asset, and Lease liability. Please provide a description of the nature of these errors. See ASC 250-10-50-7.

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

      5

Note 3 - Summary of Significant Accounting Policies,
page F-8

Comment No. 20: Please provide disclosure
regarding segments, as required by ASC 280-10-50 and Accounting Standards Update No. 2023-07.

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

Report of Independent Registered Public Accounting
Firm, page F-18

Comment No. 21: Please have your auditor
remove the language in the second paragraph under Basis for Opinion which states “and auditing standards generally accepted in the
United States.” Please refer to PCAOB Auditing Standard 3101.

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

General

Comment No. 22: You disclose that you are
offering for sale a maximum of 50,000,000 shares of your common stock at a fixed price of $0.50-1.00 per share (to be fixed by postqualification
supplement). To the extent you include a bona fide range and intend to include a fixed price after qualification pursuant to Rule 253(b),
please revise to clarify when the fixed price for the offering will be established. Refer to Rule 253(c) and 253(g)(1).

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

Comment No. 23: The subscription agreement
filed as Exhibit 4.1 includes the following disclaimer: "In making an investment decision, investors must rely on their own examinations
of the Company and the terms of the offering to which this Subscription Agreement relates, including the merits and risks involved. Each
prospective investor should consult such investor’s own counsel, accountants and other professional advisors as to investment, legal,
tax and other related matters concerning such investor’s proposed investment in the Company." Note that it is not appropriate
to state or imply that investors cannot rely on the disclosure in the Offering Circular or Subscription Agreement. Please revise or remove
this disclaimer.

Please be advised that revisions to the Subscription
Agreement have been made, in response to such comment.

Comment No. 24: We note your disclosure
regarding the selling shareholders. We are considering the disclosure and may have further comment. We will advise you once we have completed
our consideration of this issue.

Please be advised that the disclosure relating
to the selling shareholder has been updated throughout the document, to conform to the last discussions between the undersigned and
the Staff, including Max Corey of the Small Business Policy Office (7/1/25), which format is now being presented in all relevant
filings of the undersigned.

      6

_________________________________

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.

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.

      7

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 1, 2025

Hossein Haririnia
Treasurer
HNO International, Inc.
41558 Eastman Drive, Suite B
Murrieta CA 92562

 Re: HNO International, Inc.
 Form 10-K for the fiscal year ended October 31, 2024
 Filed March 20, 2025
 File No. 000-56568
Dear Hossein Haririnia:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June 26, 2025

 Delivered by electronic submission via EDGAR

 Division of Corporate Finance Office of Energy &
Transportation

 United States Securities and Exchange Commission

 100 F. Street, N.W.

 Mail Stop 3561

 Washington, D.C. 20549-3561

 Attn.: Brian McAllister

 RE:

 HNO International, Inc.
 Form 10-K for the year ended October 31, 2024
 Filed March 20, 2025
 File No. 000-56568

 Dear Mr. McAllister:

 We are in receipt of your letter
dated May 29, 2025, setting forth certain comments to the Annual Report on Form 10-K for the year ended October 31, 2024 (the " 10-K "),
which was filed on March 20, 2025 by HNO International, Inc., a Nevada corporation (the " Company "). In response to
your comments, the Company can provide you with the following information in response to your comments:

 Form 10-K for the fiscal year ended October
31, 2024

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

 Results of Operations, page 25

 1.
 Revise the discussion of Operating Expenses to quantify the amounts and the underlying reasons for
the changes between comparative periods. For example, the discussion may describe why general and administrative expenses increased by
$557,202, share based compensation decreased $405,812, and the reason for the increase in depreciation and amortization expense of $142,732.
See Item 303(b)(2) of Regulation S-K.

 RESPONSE: Concurrent with the
filing herewith, the Company filed Amendment No. 1 to the Form 10-K (the " Amendment ") which expands the discussion
of Operating Expenses to include the changes between periods and the underlying reasons for such changes, including the increase in general
and administrative expenses, the decrease in share-based compensation, and the increase in depreciation and amortization.

 1

 Liquidity and Capital Resources,
page 25

 2.
 Expand your discussion of Liquidity and Capital Resources to disclose any material commitments for
capital expenditures and disclose the general purpose of such commitments and the anticipated sources of funds to fulfill them, as required
by Item 303(b)(1)(ii) of Regulation S-K.

 RESPONSE: Concurrent with the
filing herewith, the Company filed the Amendment which expands the discussion of Liquidity and Capital Resources to include disclosure
of material commitments for capital expenditures, the general purpose of such commitments, and the anticipated sources of funds to fulfill
them.

 Report of Independent Registered
Public Accounting Firm, page F- 2

 3.
 Please have your auditor remove the language in the second paragraph under Basis of Opinion which
states "and auditing standards generally accepted in the United States." Please refer to PCAOB Auditing Standard 3101.

 RESPONSE: Concurrent with the
filing herewith, the Company filed the Amendment to include an amended Report of the Independent Registered Public Accounting Firm. The
revised report removes the phrase "and auditing standards generally accepted in the United States" from the second paragraph
under Basis for Opinion, in accordance with the requirements of PCAOB Auditing Standard 3101.

 Balance Sheets, page F- 4

 4.
 On page 6, you disclose that you have taken delivery of 10 hydrogen carbon cleaners for sale to customers
in mid-March 2025. Your disclosure indicates that these items are held for sale in the ordinary course of business. Please disclose if
the hydrogen carbon cleaners have been accounted for as inventory under ASC 330. If not, please explain the accounting treatment, including
the accounting guidance that is applicable.

 RESPONSE: The hydrogen carbon
cleaners referenced were delivered in mid-March 2025, which occurred after the balance sheet date of October 31, 2024. Therefore, as of
October 31, 2024, no inventory was recorded in accordance with ASC 330, and this item was not applicable to the balance sheet presented
as of that date.

 Statements of Operations, page F- 5

 5.
 We note the presentation of stock-based compensation as a separate line item. The significant accounting
policy on page F-12 states that the expense in included within the same income statement line as cash compensation for consultants and
employees who receive the awards. Please revise the statements of operations presentation and the footnote to comply with SAB Topic 14.F.

 RESPONSE: Concurrent
with the filing herewith, the Company filed the Amendment which provides the revised presentation of stock-based compensation in the Statements
of Operations to comply with SAB Topic 14.F. The Company no longer presents stock-based compensation as a separate line item. Instead,
the expense is included within the same line items as the cash compensation for the employees and consultants who received the awards.
In addition, the Company has updated the disclosure in Note 3 – Summary of Significant Accounting Policies to clearly describe this
allocation method.

 2

 Note 3 - Summary of Significant Accounting
Policies, page F- 12

 6.
 Please provide disclosure regarding segments, as required by ASC 280-10-50 and Accounting Standards
Update No. 2023-07.

 RESPONSE: Concurrent
with the filing herewith, the Company filed the Amendment which has revised Note 3 – Summary of Significant Accounting
Policies to include disclosure related to segment reporting in accordance with ASC 280-10-50 and ASU 2023-07. The Company has
determined that it operates as one reportable segment. Management, including the Company's Chief Executive Officer, who serves
as the Chief Operating Decision Maker as defined under ASC 280, evaluates the Company's operations and performance on a
consolidated basis. Although the Company offers multiple products, including the Compact Hydrogen Refueling Station (CHRS), Hydrogen
Carbon Cleaner (HCC), and Scalable Hydrogen Energy Platform (SHEP), these products share common technologies, production processes,
customer markets, and distribution channels. Financial information is not prepared or reviewed separately for these product lines
for purposes of resource allocation or performance evaluation. As such, management has determined that the Company has one operating
and reportable segment.

 Form 10-Q for the fiscal quarter
ended January 31, 2025 Note 2 - Financial Statement Restatement, page 9

 7.
 We note that the interim period as of a for the three months ended January 31, 2024 presents adjustments
for which there are no descriptions. We refer you to adjustments to Property and equipment, net, Long-term asset, net, Right-of-use asset,
and Lease liability. Please provide a description of the nature of these errors. See ASC 250-10- 50-7.

 RESPONSE: The restatement adjustments
to Property and equipment, Long-term asset, Right-of-use asset, Lease liability, and Intangible assets reflected the following corrections
identified during the re-audit and restatement of the Company's financial statements:

 ·
 Property and Equipment, net:

 An adjustment of $(2,550) was recorded
to reclassify amounts originally posted to fixed assets that were determined to represent contract labor costs, which were expensed within
general and administrative expenses.

 ·
 Long-term Asset, net:

 A $(4,190) adjustment was recorded
to reflect amortization expense related to the CHRS intellectual property (formerly associated with the Varea SAFE note) that had not
been recognized during the interim period.

 ·
 Right-of-Use Asset:

 An adjustment of $82,556 was recorded
to recognize the right-of-use asset related to the Company's lease agreements upon the proper application of ASC 842 during the
re-audit and restatement process. Although ASC 842 was applicable at the time the lease was entered into in 2020, the standard had not
been previously adopted or applied in prior financial reporting periods, and the omission was not identified or addressed. The omission
was first identified during preparation and review of the Form 10-Q for the period ended 4/30/2024, following the engagement of Barton
CPA on 5/7/2024. ASC 842 was adopted and applied beginning with that filing and has been consistently applied in subsequent financial
reporting periods. As disclosed in the Form 10-Q for the quarter ended 1/31/2025, the adjustment also impacted the restated financial
information for the quarter ended 1/31/2024. The omission had not been corrected in earlier reporting periods, including the balance sheet
as of 10/31/2023.

 ·
 Lease Liability:

 Corresponding adjustments of $27,284
(current portion) and $55,418 (non-current portion), totaling $82,702, were recorded to recognize the related lease liabilities under
ASC 842.

 ·
 Intangible Assets:

 A reduction of $(78,287) was recorded
to reverse the Patent Purchase Agreement intangible asset following the termination of that agreement. In addition, previously recorded
amortization expense of $3,176 related to these patents was reversed as part of the restatement.

 3

 In connection with the response
to your comments, HNO International, Inc. (the "Company") acknowledges that:

 ·
 The Company is responsible for the adequacy and accuracy of the disclosure in filings;

 ·
 Staff Comments or changes to disclosure in response to staff comments in the filings reviewed by
the staff do not foreclose the Commission from taking any action with respect to the filing; and

 ·
 The Company may not assert staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

 We believe that our
response addresses all of your concerns. If you have any additional questions, please do not hesitate to contact the undersigned
at (951) 305-8872.

 Sincerely,

 /s/ Donald Owens

 Donald Owens

 Chief Executive Officer

 4

CORRESP
 1
 filename1.htm

 June 12, 2025

 Delivered by electronic submission via EDGAR

 Division of Corporate Finance Office of Energy &
Transportation

 United States Securities and Exchange Commission

 100 F. Street, N.W.

 Mail Stop 3561

 Washington, D.C. 20549-3561

 Attn.: Brian McAllister

 RE:

 HNO International, Inc.
 Form 10-K for the year ended October 31, 2024
 Filed March 20, 2025
 File No. 000-56568

 Dear Mr. McAllister:

 The Company respectfully requests a few additional
business days to finalize its response to the comment letter dated May 29, 2025. We are actively working to complete the remaining revisions
and ensure that all requested disclosures are fully addressed. We anticipate submitting the complete response and amended filing no later
than June 18, 2025.

 Sincerely,

 /s/ Hossein Haririnia

 Hossein Haririnia
Treasurer

 1

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 29, 2025

Hossein Haririnia
Treasurer
HNO International, Inc.
41558 Eastman Drive, Suite B
Murrieta CA 92562

 Re: HNO International, Inc.
 Form 10-K for the fiscal year ended October 31, 2024
 Filed March 20, 2025
 File No. 000-56568
Dear Hossein Haririnia:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended October 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations, page 25

1. Revise the discussion of Operating Expenses to quantify the amounts and
the
 underlying reasons for the changes between comparative periods. For
example, the
 discussion may describe why general and administrative expenses
increased by
 $557,202, share based compensation decreased $405,812, and the reason
for the
 increase in depreciation and amortization expense of $142,732. See Item
303(b)(2) of
 Regulation S-K.
Liquidity and Capital Resources, page 25

2. Expand your discussion of Liquidity and Capital Resources to disclose
any material
 commitments for capital expenditures and disclose the general purpose of
such
 commitments and the anticipated sources of funds to fulfill them, as
required by Item
 303(b)(1)(ii) of Regulation S-K.
 May 29, 2025
Page 2

Report of Independent Registered Public Accounting Firm, page F-2

3. Please have your auditor remove the language in the second paragraph
under Basis of
 Opinion which states and auditing standards generally accepted in the
United States.
 Please refer to PCAOB Auditing Standard 3101.
Balance Sheets, page F-4

4. On page 6, you disclose that you have taken delivery of 10 hydrogen
carbon cleaners
 for sale to customers in mid-March 2025. Your disclosure indicates that
these items
 are held for sale in the ordinary course of business. Please disclose if
the hydrogen
 carbon cleaners have been accounted for as inventory under ASC 330. If
not, please
 explain the accounting treatment, including the accounting guidance that
is applicable.
Statements of Operations, page F-5

5. We note the presentation of stock-based compensation as a separate line
item. The
 significant accounting policy on page F-12 states that the expense in
included within
 the same income statement line as cash compensation for consultants and
employees
 who receive the awards. Please revise the statements of operations
presentation and
 the footnote to comply with SAB Topic 14.F.
Note 3 - Summary of Significant Accounting Policies, page F-12

6. Please provide disclosure regarding segments, as required by ASC
280-10-50 and
 Accounting Standards Update No. 2023-07.
Form 10-Q for the fiscal quarter ended January 31, 2025
Note 2 - Financial Statement Restatement, page 9

7. We note that the interim period as of a for the three months ended
January 31, 2024
 presents adjustments for which there are no descriptions. We refer you
to adjustments
 to Property and equipment, net, Long-term asset, net, Right-of-use
asset, and Lease
 liability. Please provide a description of the nature of these errors.
See ASC 250-10-
 50-7.
 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.

 Please contact Brian McAllister at 202-551-3341 or Kimberly Calder at
202-551-3701
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

May 23, 2025
Donald Owens
President
HNO International, Inc.
41558 Eastman Drive, Suite B
Murrieta, CA 92562
Re:HNO International, Inc.
Offering Statement on Form 1-A
Filed April 29, 2025
File No. 024-12607
Dear Donald Owens:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Offering Statement on Form 1-A
Cover Page
1.Please provide the legend required by Rule 254(a) of Regulation A.  Refer to Part
II(a)(4) of Form 1-A.
2.Please revise the penultimate paragraph of the cover page to conform with the legend
required by Part II(a)(5) of Form 1-A
Cautionary Statement Regarding Forward-Looking Statements, page 3
3.We note your statement that you undertake no obligation to update any forward-
looking statements. This disclaimer does not appear to be consistent with your
disclosure obligations. Please revise to clarify that you will update information to the
extent required by law.
Risk Factors, page 5
We note the exclusive forum provision included in Section 9.2 of your Amended and
Restated Bylaws. Please provide risk factor disclosure related to your forum selection 4.

May 23, 2025
Page 2
provision and discuss the effects that your exclusive forum provision may have on
potential investors including, but not limited to, increased costs to bringing a claim
and that these provisions can discourage claims or limit investors’ ability to bring a
claim in a judicial forum that they find favorable.
Dilution, page 11
5.It appears your Pro forma net tangible book value per share as of January 31, 2025 for
the 100%, 75% and 50% presentations is not correct. In this regard, it appears that you
may have disclosed the correct amount on the line item Increase in net tangible book
value per share after giving effect to this offering for each presentation. Please revise
or tell us how your pro forma amounts were determined.
Plan of Distribution, page 14
6.This section states that you reserve the right to engage FINRA-member broker-
dealers. Please note that if the company enters into an agreement, after qualification,
to retain a broker-dealer and the broker-dealer is acting as an underwriter then the
company needs to file a post-qualification amendment to the offering statement
identifying the broker-dealer and providing the required information on the plan of
distribution. Also, you must file the agreement as an exhibit to the offering statement.
Additionally, you should be aware that prior to any involvement of any broker-dealer
in the offering, such broker-dealer must seek and obtain clearance of the underwriting
compensation and arrangements from the NASD Corporate Finance Department.
Please revise the disclosure to indicate that the company will file a post-qualification
amendment addressing the above information.
Plan of Distribution
Advertising, Sales and Other Promotional Materials, page 16
7.We note that you intend to use additional advertising, sales and other promotional
materials in connection with this offering and that such materials “are not to be
considered part of this Offering Circular.” Please clarify if these materials are the
types of communications contemplated by Rule 255 and revise to clarify that such
information will be filed with the Offering Circular pursuant to Part III, Item 17(13),
or explain why no revision is necessary.
Business, page 18
8.We note you disclose on page 23 that as of the date of the Offering Circular, you had
one full-time employee and no part-time employees.  However, we also note you
disclose that Mr. Owens is your President, Chief Executive Officer and Secretary and
that Mr. Haririnia is your Treasurer. Please revise or advise.
We note that you had no revenue for the three-months ended January 31, 2025 and
limited revenue for the fiscal year ended December 31, 2024. Please revise throughout
to more clearly discuss the current stage of development of each of your
principal products and services, including whether each is commercially available and
current customers. If any products and services are in development, please disclose
the anticipated timeline, material costs and steps that remain for commercial release.
In that regard, we note you disclose that the first Hydrogen Farm located in Katy 9.

May 23, 2025
Page 3
Texas is scheduled for full operation producing hydrogen in April 2025 and that you
have taken delivery of the first 10 Hydrogen Carbon Cleaners for sale to customers in
mid-March 2025.
Business
Our Products, page 19
10.We note your disclosure of expected expenditures and expected revenues over the
next 15 - 20 months. Please tell us the consideration you gave to Item 10(b) of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 24
11.Expand your Overview section to explain the nature of and quantify the impact of the
Company’s efforts to streamline operations and reduce overhead costs, as disclosed
under the heading Results of Operations. Explain how streamlining efforts fit into
your growth strategy to expand your product offerings and target markets as disclosed
under Corporate Growth Strategy at page 22.
Results of Operations, page 24
12.Revise the discussion of Operating Expenses to quantify the amounts and the
underlying reasons for the changes between comparative periods. For example, the
interim period discussion may describe why general and administrative expenses
decreased by $161,900, the recognition of stock-compensation expense of $265,502,
and the reason for the increase in depreciation and amortization expense. We refer you
to the requirements of Instruction 1 and 2 to Item 9(a) of Form 1-A.
Liquidity and Capital Resources, page 25
13.Expand your discussion of Liquidity and Capital Resources to disclose any material
commitments for capital expenditures and disclose the general purpose of such
commitments and the anticipated sources of funds to fulfill them, as required by Item
9(b)(2) of Form 1-A.
Directors, Executive Officers, Promoters and Control Persons, page 28
14.Please revise your disclosure regarding the background of your executive officers and
directors to describe their business experience, principal occupations and employment
during the past five years, including the dates and duration of their employment. For
example, we note you disclose in footnotes (2) and (3) to your executive
compensation table that Mr. Owens served as your President, Chief Executive Officer,
Chief Financial Officer, Treasurer and Secretary from April 30, 2021 to December 1,
2021.
Security Ownership of Certain Beneficial Owners and Management, page 29
15.Please revise the beneficial ownership table to reflect the total voting power of Donald
Owens taking into account his shares of common stock and Series A Preferred Stock.

May 23, 2025
Page 4
Certain Relationships and Related Party Transactions
Advances from Related Party, page 32
16.We note your disclosure regarding advances from certain related parties.  Please
advise whether the related-party advances are memorialized in any written
agreement.  If so, please file the related-party agreement as an exhibit.  If there are no
written agreements, disclose when the advances are due and the respective balances of
each party as of the most recent practicable date.
Unaudited Financial Statements for the Three Months Ended January 31, 2025 and 2024
Condensed Balance Sheets as of January 31, 2025 and October 31, 2024, page F-1
17.On page 20, you disclose that you have taken delivery of 10 hydrogen carbon cleaners
for sale to customers in mid-March 2025. Your disclosure indicates that these items
are held for sale in the ordinary course of business. Please disclose if the hydrogen
carbon cleaners have been accounted for as inventory under ASC 330. If not, please
explain their present accounting treatment, including the accounting guidance that is
applicable.
Condensed Statements of Operations, page F-2
18.We note your presentation of stock-based compensation as a separate line item in the
statements of operations on pages F-2 and F-20. The significant accounting policy on
pages F-9 and F-26 states that the expense is included within the same income
statement lines as cash compensation for consultants and employees who receive the
awards. Please revise the statements of operations presentation and the footnote to
comply with SAB Topic 14.F.
Note 2 - Financial Statement Restatement, page F-5
19.We note the interim period as of and for the three months ended January 31, 2024
presents additional adjustments that were not reflected as corrections during the fiscal
year ended October 31, 2024 starting on page F-23.  We refer you to adjustments to
Property and equipment, net, Long-term asset, net, Right-of-use asset, and Lease
liability. Please provide a description of the nature of these errors. See ASC 250-10-
50-7.
Note 3 - Summary of Significant Accounting Policies, page F-8
20.Please provide disclosure regarding segments, as required by ASC 280-10-50 and
Accounting Standards Update No. 2023-07.
Report of Independent Registered Public Accounting Firm, page F-18
21.Please have your auditor remove the language in the second paragraph under Basis for
Opinion which states “and auditing standards generally accepted in the United States.”
Please refer to PCAOB Auditing Standard 3101.
General
You disclose that you are offering for sale a maximum of 50,000,000 shares of your
common stock at a fixed price of $0.50-1.00 per share (to be fixed by post-
qualification supplement). To the extent you include a bona fide range and intend to 22.

May 23, 2025
Page 5
include a fixed price after qualification pursuant to Rule 253(b), please revise to
clarify when the fixed price for the offering will be established. Refer to Rule 253(c)
and 253(g)(1).
23.The subscription agreement filed as Exhibit 4.1 includes the following disclaimer: "In
making an investment decision, investors must rely on their own examinations of the
Company and the terms of the offering to which this Subscription Agreement relates,
including the merits and risks involved. Each prospective investor should consult such
investor’s own counsel, accountants and other professional advisors as to investment,
legal, tax and other related matters concerning such investor’s proposed investment in
the Company." Note that it is not appropriate to state or imply that investors cannot
rely on the disclosure in the Offering Circular or Subscription Agreement. Please
revise or remove this disclaimer.
24.We note your disclosure regarding the selling shareholders. We are considering the
disclosure and may have further comment. We will advise you once we have
completed our consideration of this issue.
            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.
            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 Brian McAllister at 202-551-3341 or Kimberly Calder at 202-551-3701
if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Eric Newlan

CORRESP
1
filename1.htm

HNO INTERNATIONAL, INC.

41558 Eastman Drive

Suite B

Murrieta, California 92562

February 21, 2024

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

Washington, DC 20549

Attention: Ms. Majmudar

Re: HNO International, Inc.

Registration Statement on Form S-1

SEC File No. 333-275193

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, the undersigned, on behalf of HNO International, Inc., a Nevada corporation (the “Issuer”), respectfully
requests that the effective date of the Registration Statement on Form S-1 referenced above be accelerated so that it will become effective
at 2:30 P.M., Eastern Time, on February 23, 2024, or as soon as practicable thereafter.

There are no underwriters in connection with the registration
and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.

The Issuer hereby authorizes Brian Higley of Business
Legal Advisors, LLC to orally modify or withdraw this request for acceleration. If you have any questions regarding the foregoing, please
contact Mr. Higley at (801) 634-1984 or by e-mail (brian@businesslegaladvisor.com).

Thank you in advance for your assistance.

Very truly yours,

HNO International, Inc.

By: /s/ Paul Mueller

Name: Paul Mueller

Title: CEO

cc: Brian Higley, Esq., Business Legal Advisors, LLC

      1

CORRESP
1
filename1.htm

    14888 Auburn Sky Drive, Draper, UT 84020

    (801) 634-1984

    brian@businesslegaladvisor.com

    Brian Higley

    Attorney at Law

    Licensed in Utah

January 8, 2024

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

Washington, DC 20549

    Re:
    HNO International, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed December 19, 2023

    File No. 333-275193

Dear Ms. Majmudar:

We are in receipt of your letter
dated January 2, 2024, setting forth certain comments to the Registration Statement on Form S-1 (the “Registration Statement”),
as amended, which was originally filed on October 27, 2023, and then amended on December 19, 2023 by HNO International, Inc., a Nevada
corporation (the “Company”). In response to your comments, the Company can provide you with the following information
in response to your comments:

Amendment No. 1 to Form S-1 filed on December
19, 2023

Cover Page

 1. We note your response to prior comment 1. Please add disclosure on the cover
page to disclose the percentage of shares owned by your Chairman and provide a cross-reference to your new risk factors describing the
associated risks. In addition, please expand your risk factor disclosure to describe the debt payable to HNO Green Fuels, Inc. and the
possibility that debt may be repaid by issuing securities, if true.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 2 to the Registration Statement (the “Amendment”) which adds disclosure to the cover page
to disclose the percentage of shares owned by the Company’s Chairman and a cross-reference to risk factors describing the associated
risks was added. In addition, a new risk factor was added to describe the debt payable to HNO Green Fuels, Inc. and the possibility that
the debt may be repaid by issuing securities.

Business

Our Products, page 27

 2. We note your revised disclosure in response to our prior comment 5 regarding
your hydrogen production locations. Please balance your disclosure here to clarify that these revenues are not guaranteed and consistent
with your disclosure in Note 3 to your unaudited financial statements, at July 31, 2023, you had a deficit of $ 41,130,638 and have not
been able to generate sufficient cash from operating activities to fund your ongoing operations and that you will be required to raise
additional funds through public or private financing or other arrangements until you are able to raise revenues to a point of positive
cash flow.

RESPONSE: Concurrent with the filing
herewith, the Company filed the Amendment which adds disclosure to clarify that certain revenues are not guaranteed and consistent
with the Company’s disclosure in Note 3 of its unaudited financial statements, at July 31, 2023, the Company had a deficit of
$41,130,638 and that the Company has been unable to generate sufficient cash from operating activities to fund its ongoing
operations that the Company will be required to raise additional funds through public or private financing or other arrangements
until it is able to raise revenues to a point of positive cash flow.

      1

Directors,
Executive Officers, Promoters and Control Persons, page 32

 3. We note your response to our prior comment 6 and re-issue it in part. Please
revise to include each officer's and director's principal occupation and employment during the past five years. In this regard, we note
that you have only revised your disclosure to include the positions held by Hossein Haririnia since October 2021 and William Parker since
May 2022.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which includes each officer’s and director’s principal occupation and employment during the
past five years.

Certain Relationships
and Related Transactions, page 35

 4. Please revise this section to disclose the cross-default provisions in the
outstanding notes which provide that a default under any note will cause any other obligations of the borrower to the lender to become
immediately payable. In addition, please revise to describe the debt repayment in November 2021 and December 2022.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which discloses the cross-default provisions in the outstanding notes which provide that a default under
any note will cause any other obligations of the borrower to the lender to become immediately payable. In addition, additional disclosure
has been provided to describe the debt repayment in November 2021 and December 2022.

Exhibit 23.1,
page 56

 5. Please have your independent accountants revise their consent to being identified
or relied upon as experts in accounting and auditing as indicated on page 41.

RESPONSE: Concurrent with the filing herewith,
the Company filed the Amendment which provides a revised Exhibit 23.1.

We hereby acknowledge the Company
and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

Please feel free to contact me
if you have any questions on the responses to your comments.

    Sincerely,

    /s/ Brian Higley

    Outside Legal Counsel

    cc:
    Paul Mueller, CEO

      2

United States securities and exchange commission logo
January 2, 2024
Paul Mueller
President and Chief Executive Officer
HNO International, Inc.
41558 Eastman Drive
Suite B
Murrieta, CA 92562
Re:HNO International, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 19, 2023
File No. 333-275193
Dear Paul Mueller:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 22, 2023 letter.
Amendment No. 1 to Form S-1 filed on December 19, 2023
Cover Page
1.We note your response to prior comment 1. Please add disclosure on the cover page to
disclose the percentage of shares owned by your Chairman and provide a cross-reference
to your new risk factors describing the associated risks. In addition, please expand your
risk factor disclosure to describe the debt payable to HNO Green Fuels, Inc. and the
possibility that debt may be repaid by issuing securities, if true.
Business
Our Products, page 27
2.We note your revised disclosure in response to our prior comment 5 regarding your
hydrogen production locations.  Please balance your disclosure here to clarify that these

 FirstName LastNamePaul Mueller
 Comapany NameHNO International, Inc.
 January 2, 2024 Page 2
 FirstName LastName
Paul Mueller
HNO International, Inc.
January 2, 2024
Page 2
revenues are not guaranteed and consistent with your disclosure in Note 3 to your
unaudited financial statements, at July 31, 2023, you had a deficit of $ 41,130,638
and have not been able to generate sufficient cash from operating activities to fund your
ongoing operations and that you will be required to raise additional funds through public
or private financing or other arrangements until you are able to raise revenues to a point of
positive cash flow.
Directors, Executive Officers, Promoters and Control Persons, page 32
3.We note your response to our prior comment 6 and re-issue it in part.  Please revise to
include each officer's and director's principal occupation and employment during the
past five years.  In this regard, we note that you have only revised your disclosure to
include the positions held by Hossein Haririnia since October 2021 and William Parker
since May 2022.
Certain Relationships and Related Transactions, page 35
4.Please revise this section to disclose the cross-default provisions in the outstanding notes
which provide that a default under any note will cause any other obligations of the
borrower to the lender to become immediately payable. In addition, please revise to
describe the debt repayment in November 2021 and December 2022.
Exhibit 23.1, page 56
5.Please have your independent accountants revise their consent to being identified or relied
upon as experts in accounting and auditing as indicated on page 41.
            Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650 if
you have questions regarding comments on the financial statements and related matters. Please
contact Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brian Higley

CORRESP
1
filename1.htm

    14888 Auburn Sky Drive, Draper, UT 84020

    (801) 634-1984

    brian@businesslegaladvisor.com

    Brian Higley

    Attorney at Law

    Licensed in Utah

December 19, 2023

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

Washington, DC 20549

    Re:
    HNO International, Inc.

    Registration Statement on Form S-1

    Filed October 27, 2023

    File No. 333-275193

Dear Ms. Majmudar:

We are in receipt of your letter
dated November 22, 2023, setting forth certain comments to the Registration Statement on Form S-1 (the “Registration Statement”),
which was filed on October 27, 2023 by HNO International, Inc., a Nevada corporation (the “Company”). In response to
your comments, the Company can provide you with the following information in response to your comments:

Registration Statement on Form S-1 filed on
October 27, 2023

Risk Factors, page 8

 1. We note that your Chairman, Donald Owens, both directly and indirectly owns
a substantial majority of your common stock and 100% of your preferred shares and that each preferred share possesses the voting rights
of 55 common shares. Please add a new risk factor that discusses management's control of the company and any related conflicts of interest.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement which includes new risk factors that discuss management’s control
of the Company and related conflicts of interest.

Risk Factors

Risks Related to Our Common Stock

The market valuation of our business may fluctuate
due to factors beyond our control and the value of your investment may fluctuate..., page 16

 2. Please remove references in this this risk factor to your status as an emerging
growth company since it appears you are not an emerging growth company eligible to make the election under Section 107(b) of the JOBS
Act.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement which removes references to the Company’s status as an “emerging
growth company.”

      1

Results of
Operations, page 22

 3. Please revise to include a discussion of your cost of sales and gross profits
for the interim and annual comparative periods. Describe any known or reasonably likely future increases in the cost of labor or materials,
the change in the relationship between cost of sales and revenue and the extent to which such changes are attributable to changes in prices
or volume of the amount of services being sold. See Item 303(b)(2) of Regulation S-K.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement which includes a discussion of the Company’s cost of sales and gross
profits for the interim and annual comparative periods. In addition, a description of any known or reasonably likely future increases
in the cost of labor or materials, the change in the relationship between cost of sales and reenue and the extent to which such changes
are attributable to changes in prices or volume of the amount of services being sold has been added.

Cash Flow
for the Nine Months Ended July 31, 2023, page 23

 4. Expand to include a discussion of the period-to-period material matters
that impacted your cash provided by financing activities.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement which includes a discussion of the period-to-period material matters that
impacted the Company’s cash provided by financing activities.

Business,
page 24

 5. We note you "provide green hydrogen systems engineering design, integration,
and products to multiple markets" and "are at the forefront of developing innovative integrated products that cater to various
uses of green hydrogen, both current and future." Please revise your filing to clarify the products you currently manufacture and/or
sell, as opposed to business activities planned for the future but not yet in effect. With respect to planned business activities, please
discuss in more detail your plan of operation for the next twelve months, including the anticipated timeline and expenditures for these
events.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement which clarifies the products the Company currently manufactures and/or
sells, as opposed to business activities planned for the future but not yet in effect. In addition, with respect to planned business activities,
a detailed discussion has been included of the Company’s plan of operation for the next 12 months, including the anticipated timeline
and expenditures for these events.

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

 6. Please revise the biographical descriptions of your officers and directors
to disclose the period during which each such director and executive officer has served in that position. In addition, please revise to
provide each officer's and director's principal occupation and employment during the past five years, the dates they served in those roles
and the name and principal business of any corporation or other organization in which such occupation and employment was carried on. See
Item 401 of Regulation S-K.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement which revised the biographical descriptions of the Company’s officers
and directors to disclose the period during which each such director and executive officer has served in that position. In addition, revisions
are included to provide each officer’s and director’s principal occupation and employment during the past five years, the
dates they served in those roles and the name and principal business of any corporation or other organization in which such occupation
and employment was carried on.

      2

Executive
Compensation, page 31

 7. Please revise this section to provide the information required by Item 402
of Regulation S-K as of the most recently completed fiscal year.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement which provides the information required by Item 402 of Regulation S-K
as of the most recently completed fiscal year.

Description
of Securities, page 33

 8. We note that Article IX of your Amended and Restated Bylaws identifies the
Eighth Judicial District Court of Clark County, Nevada as the exclusive forum for certain litigation, including any "derivative action."
Please disclose this provision and clearly state that it does not apply to actions arising under the Securities Act or Exchange Act.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement which discloses that Article IX of the Company’s Amended and Restated
Bylaws does not apply to actions arising under the Securities Act or Exchange Act.

Index to Financial Statements

Condensed Statements of Operations for the
three and nine months ended July 31, 2023, and 2022, page F-2

 9. Tell us why there were no costs of goods sold recognized for any of the
interim periods on this page and why you presented $27,692 in cost of goods sold recognized during the twelve months ended October 31,
2022 on page F-16.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement which adds cost of goods sold to the interim financial statements.

Condensed Statements of Cash Flows for the
three and nine months ended July 31, 2023, and 2022, page F-5

 10. Tell us why purchases of property and equipment and long-term asset in the
amounts of $396,630 and $29,250, respectively, are not classified as cash outflows for investing activities pursuant to ASC 235-10-45-13.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement which reclassifies purchases of property and equipment and long-term asset
as cash outflows for investing activities.

Note 2 - Summary of Significant Accounting
Policies

Basis of Presentation, page F-6

 11. Please revise to disclose that your annual and interim consolidated financial
statements are presented in accordance with U.S. Generally Accepted Accounting Principles and pursuant to the rules and regulations of
the U.S. Securities and Exchange Commission and stated in U.S. dollars. Also disclose the accounting policy for your basis of consolidation.
We refer you to Rule 4-01(a)(1) Regulation S-X and ASC 235-10-50-4.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement which includes revised disclosure that the Company’s annual and
interim consolidated financial statements are presented in accordance with U.S. Generally Accepted Accounting Principles and pursuant
to the rules and regulations of the U.S. Securities and Exchange Commission and stated in U.S. dollars. In addition, disclosure of the
accounting policy for the Company’s basis of consolidation was added.

      3

Exhibits

 12. Please file as exhibits any loan agreements with HNO Green Fuels, Inc. In
this regard, we note your disclosure on page 32 regarding related party notes. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.

RESPONSE: Concurrent with the filing herewith,
the Company filed Amendment No. 1 to the Registration Statement which includes exhibits any loan agreements with HNO Green Fuels, Inc.

We hereby acknowledge the Company
and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

Please feel free to contact me
if you have any questions on the responses to your comments.

    Sincerely,

    /s/ Brian Higley

    Outside Legal Counsel

    cc:
    Paul Mueller, CEO

      4

United States securities and exchange commission logo
November 22, 2023
Paul Mueller
President and Chief Executive Officer
HNO International, Inc.
41558 Eastman Drive
Suite B
Murrieta, CA 92562
Re:HNO International, Inc.
Registration Statement on Form S-1
Filed October 27, 2023
File No. 333-275193
Dear Paul Mueller:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed on October 27, 2023
Risk Factors, page 8
1.We note that your Chairman, Donald Owens, both directly and indirectly owns a
substantial majority of your common stock and 100% of your preferred shares and that
each preferred share possesses the voting rights of 55 common shares.  Please add a
new risk factor that discusses management's control of the company and any related
conflicts of interest.

 FirstName LastNamePaul Mueller
 Comapany NameHNO International, Inc.
 November 22, 2023 Page 2
 FirstName LastName
Paul Mueller
HNO International, Inc.
November 22, 2023
Page 2
Risk Factors
Risks Related to Our Common Stock
The market valuation of our business may fluctuate due to factors beyond our control and the
value of your investment may fluctuate..., page 16
2.Please remove references in this this risk factor to your status as an emerging growth
company since it appears you are not an emerging growth company eligible to make the
election under Section 107(b) of the JOBS Act.
Results of Operations, page 22
3.Please revise to include a discussion of your cost of sales and gross profits for the interim
and annual comparative periods. Describe any known or reasonably likely future increases
in the cost of labor or materials, the change in the relationship between cost of sales and
revenue and the extent to which such changes are attributable to changes in prices or
volume of the amount of services being sold.  See Item 303(b)(2) of Regulation S-K.
Cash Flow for the Nine Months Ended July 31, 2023, page 23
4.Expand to include a discussion of the period-to-period material matters that impacted your
cash provided by financing activities.
Business, page 24
5.We note you "provide green hydrogen systems engineering design, integration, and
products to multiple markets" and "are at the forefront of developing innovative integrated
products that cater to various uses of green hydrogen, both current and future."  Please
revise your filing to clarify the products you currently manufacture and/or sell, as opposed
to business activities planned for the future but not yet in effect.  With respect to planned
business activities, please discuss in more detail your plan of operation for the next twelve
months, including the anticipated timeline and expenditures for these events.
Directors, Executive Officers, Promoters and Control Persons, page 29
6.Please revise the biographical descriptions of your officers and directors to disclose the
period during which each such director and executive officer has served in that position.
In addition, please revise to provide each officer's and director's principal occupation and
employment during the past five years, the dates they served in those roles and the name
and principal business of any corporation or other organization in which such occupation
and employment was carried on. See Item 401 of Regulation S-K.
Executive Compensation, page 31
7.Please revise this section to provide the information required by Item 402 of Regulation S-
K as of the most recently completed fiscal year.

 FirstName LastNamePaul Mueller
 Comapany NameHNO International, Inc.
 November 22, 2023 Page 3
 FirstName LastNamePaul Mueller
HNO International, Inc.
November 22, 2023
Page 3
Description of Securities, page 33
8.We note that Article IX of your Amended and Restated Bylaws identifies the Eighth
Judicial District Court of Clark County, Nevada as the exclusive forum for certain
litigation, including any "derivative action."  Please disclose this provision and clearly
state that it does not apply to actions arising under the Securities Act or Exchange Act.
Index to Financial Statements
Condensed Statements of Operations for the three and nine months ended July 31, 2023, and
2022, page F-2
9.Tell us why there were no costs of goods sold recognized for any of the interim periods on
this page and why you presented $27,692 in cost of goods sold recognized during the
twelve months ended October 31, 2022 on page F-16.
Condensed Statements of Cash Flows for the three and nine months ended July 31, 2023, and
2022, page F-5
10.Tell us why purchases of property and equipment and long-term asset in the amounts of
$396,630 and $29,250, respectively, are not classified as cash outflows for investing
activities pursuant to ASC 235-10-45-13.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation, page F-6
11.Please revise to disclose that your annual and interim consolidated financial statements are
presented in accordance with U.S. Generally Accepted Accounting Principles and
pursuant to the rules and regulations of the U.S. Securities and Exchange Commission and
stated in U.S. dollars. Also disclose the accounting policy for your basis of consolidation.
We refer you to Rule 4-01(a)(1) Regulation S-X and ASC 235-10-50-4.
Exhibits
12.Please file as exhibits any loan agreements with HNO Green Fuels, Inc. In this regard, we
note your disclosure on page 32 regarding related party notes. Refer to Item
601(b)(10)(ii)(A) of Regulation S-K.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNamePaul Mueller
 Comapany NameHNO International, Inc.
 November 22, 2023 Page 4
 FirstName LastName
Paul Mueller
HNO International, Inc.
November 22, 2023
Page 4
            You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the financial statements and related matters.  Please contact Anuja A. Majmudar,
Attorney-Adviser, at (202) 551-3844 or Daniel Morris, Legal Branch Chief, at (202) 551-
3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brian Higley

CORRESP
1
filename1.htm

    HNO International,
    Inc.

    41558 Eastman Drive

    Suite B

    Murrieta, CA 92562

May 1, 2023

Via Edgar

United State Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention:	 Claudia Rios

                 Mitchell Austin

Re: HNO International, Inc.

Amendment No. 1 to Offering Statement on Form 1-A/A

Filed April 14, 2023

File No. 024-12194

Dear Sir or Madam:

HNO International, Inc. (the “Company”) hereby requests acceleration
of the qualification date of its Offering Statement on Form 1-A/A (File No. 024-12194) (the “Offering Statement”), so that
it may be qualified at 4:00 p.m. Eastern Daylight Time on May 3, 2023, or as soon as practicable thereafter. The offering covered by the
Offering Statement is prepared to qualify in the State of Nevada.

The Registrant hereby authorizes Matthew McMurdo, Esq. to orally modify
or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”)
or the staff, acting pursuant to delegated authority, qualify the Offering Statement, it does not foreclose the Commission from taking
any action with respect to the Offering Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated
authority, in qualifying the Offering Statement, does not relieve the Registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the Offering Statement; and

(iii) the Registrant may not assert comments of the Commission or the staff
and the qualification of the Offering Statement as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

      1

We request that we be notified of such qualification by a telephone call
to Matthew McMurdo at (917) 318-2865. We also respectfully request that a copy of the written order from the Commission verifying the
effective time and date of such Offering Statement be sent to Matthew McMurdo at matt@nannaronelaw.com.

Very truly yours,

/s/ Paul Mueller

Paul Mueller

      2

CORRESP
1
filename1.htm

    HNO International, Inc.

    HNO International, Inc.

    41558 Eastman Drive

    Suite B

    Murrieta, CA 92562

April 14, 2023

Via Edgar

United State Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention:	Claudia Rios

                 Mitchell Austin

Re: HNO International, Inc.

Offering Statement on Form 1-A

Filed March 22, 2023

File No. 024-12194

Dear Sir or Madam:

HNO International, Inc. (the “Company”) is hereby responding
to your recent review letter addressed to Paul Mueller, Chief Executive Officer of the Company, dated April 5, 2023 (the “SEC Letter”).
In response to the SEC Letter, the Company is filing Amendment No.1 to the offering statement on Form 1-A (the “Amendment”).
This response letter addresses the concern you have expressed. The following numbered response correspond to the comment number in the
SEC Letter.

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 have filed the Amendment with the interim financial
statements included.

Please direct your correspondence regarding this matter to the undersigned.

Very truly yours,

/s/ Paul Mueller

Paul Mueller

      1

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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
April 8, 2011

Mark Quinn Executive Chairman
Clenergen Corporation
Bath House, 8 Chapel Place Rivington Road, London, U.K. EC2A 3DQ
 Re: Clenergen Corporation
  Form 10-K for the Fiscal Year Ended October 31, 2010
  Filed February 14, 2011   File No. 333-130286   Response Letters Dated March 9, 2011 and March 28, 2011
Dear Mr. Quinn:

We refer you to our comment letters date d March 8, 2011 and March 18, 2011 regarding
business contacts with Cuba, Iran, Sudan, and Syria.   We have completed our review of this
subject matter and have no further comments at this time.           S i n c e r e l y ,              C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk   cc:  Roger Schwall   Assistant Director  Division of Cor poration Finance

CORRESP
1
filename1.htm

    Unassociated Document

Clenergen Corporation

Bath House

8 Chapel Place

London, Great Britain EC2A 3DQ

+44 (0) 207739 0028

March 28, 2011

VIA FAX AND EDGAR SUBMISSION

Cecilia Blye, Chief

Office of Global Security Risk

United States Securities and Exchange Commission

Washington, D.C. 20549-7010

Re:

Clenergen Corporation

Form 10-K for the Fiscal Year Ended October 31, 2010

Filed February 14, 2011

File No. 333-130286

Response Letter Filed March 17, 2011

Dear Ms. Blye:

The above-referenced registrant, Clenergen Corporation (“Clenergen”), is in receipt of your letter, dated March 18, 2011, addressed to Mark Quinn, Executive Chairman of Clenergen.  Your letter sets forth a number of comments of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing and a prior response letter of Clenergen.  Set forth below are Clenergen’s responses to such comments.  To aid in your review, each of Clenergen’s responses follows a copy of the subject comment.

1.

Comment:

Please refer to comment 1 in our letter dated March 8, 2011.  We note your response that you have cancelled any license rights and agreements in Cuba and that you have no business interest “in these three countries.”  Please tell us whether you had any contact with Cuba before entering into the agreement with BioPower Corporation on November 30, 2010 or during the period between the signing of the agreement and the cancellation of the license rights related to Cuba, and whether you intend to have any future contacts with Cuba.  Similarly, tell us whether you previously had, currently have, or anticipate having any contacts with Iran, Sudan, or Syria.  If so, please provide us the information regarding your contacts with Iran, Sudan, and Syria we requested in comments 2 and 3 of our previous letter.

Clenergen Corporation

Cecilia Blye, Chief

Office of Global Security Risk

United States Securities and Exchange Commission

March 28, 2011

Page - 2 -

Response:

Be advised that, on March 9, 2010, Clenergen and BioPower Corporation (“BioPower”) amended their Exclusive License Agreement to the effect of removing Cuba as a territory covered by the license granted by Clenergen to BioPower under the original Exclusive License Agreement.  Such fact was noted in Item 5 of Part II of Clenergen’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2011, filed with the Securities and Exchange Commission on March 22, 2011.  The Amended Exclusive License Agreement was made Exhibit 10.2 to such Form 10-Q.

Be further advised that, prior to entering into the original Exclusive License Agreement on November 30, 2010, during the period between the entering into the original Exclusive License Agreement and entering into the Amended Exclusive License Agreement on March 9, 2011, and from the date of the entering into the Amended License Agreement to the date of this letter, Clenergen had no contact with Cuba or with any party concerning the conduct of business with or in Cuba (other than the cancelled license rights granted BioPower).  It is Clenergen’s intent that it shall not contact Cuba or any party concerning the conduct of any type of business with or in Cuba so long as such contact or business would be in violation of any United States law or regulation prohibiting such contact and/or business.  BioPower has advised Clenergen that it has never conducted any business in or with Cuba, has not contacted anyone regarding any type of business in or with Cuba and does not intend on doing any business in Cuba in the future until such time as conducting such business will not violate any law or regulation prohibiting such business.

With respect to the countries of Iran, Sudan and Syria, kindly note that at no time through the date of this response letter did Clenergen have any contact with any of such countries or with any party concerning the conduct of business with or in such countries.  It is Clenergen’s intent that it will not contact Iran, Sudan and/or Syria or any party concerning the conduct of any type of business with or in such three countries so long as such contact or business would be in violation of any United States law or regulation prohibiting such business.  As such, no materials, goods, technology information or services have been provided by Clenergen, directly or indirectly, into Iran, Sudan and/or Syria, nor has Clenergen conducted, directly or indirectly, any marketing or sales efforts to or with respect to such three countries, at any time and Clenergen has no intentions to do so in the future.

As Clenergen has not conducted and does not intend to conduct, directly or indirectly, any business with or in Cuba, Iran, Sudan and Syria, and has not provided and does not intend to provide, directly or indirectly through BioPower or any other party, any  materials, goods or technology to Cuba, Iran, Sudan and/or Syria, to the best of Clenergen’s knowledge, understanding and belief, no materials, goods or technology have been provided, nor does Clenergen intend to provide, materials, goods or technology, into Cuba, Iran, Sudan and Syria that are controlled items included in the United States Department of Commerce’s Commerce Control List.

Clenergen Corporation

Cecilia Blye, Chief

Office of Global Security Risk

United States Securities and Exchange Commission

March 28, 2011

Page - 3 -

As Clenergen has not had, nor does it intend to have in the future, any contacts with Cuba, Iran, Sudan or Syria, a discussion of the materiality of contacts with Cuba, Iran, Sudan and Syria is believed to be not necessary.

2.

Comment:

Please furnish in your response letter the written statement from the company we requested at the end of the second page of our letter dated March 8, 2011.

Response:

Clenergen hereby acknowledges that:

•

Clenergen is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

Clenergen may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Clenergen believes that the responses set forth above adequately address all of the comments set forth in your March 18th letter.  However, should you or the other members of the staff have questions regarding Clenergen’s responses or other comments, you should contact the undersigned at Clenergen’s offices listed above.

Very truly yours,

Clenergen Corporation

By:

/s/ Mark L.M. Quinn

Mark L.M. Quinn

Executive Chairman

cc:

Pradip Bhaumik, US Securities and Exchange Commission

Keith S. Braun, Esq., Moritt Hock & Hamroff LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
March 18, 2011

Mark Quinn Executive Chairman
Clenergen Corporation
Bath House, 8 Chapel Place Rivington Road, London, U.K. EC2A 3DQ
 Re: Clenergen Corporation
  Form 10-K for the Fiscal Year Ended October 31, 2010
  Filed February 14, 2011   File No. 333-130286   Response Letter Filed March 17, 2011
Dear Mr. Quinn:

We have reviewed your response letter  and have the following comments.
  Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  General

1. Please refer to comment 1 in our letter da ted March 8, 2011.  We note your response that
you have cancelled any license rights and ag reements in Cuba and that you have no
business interest “in these three countries.”  Please tell us whether you had any contacts
with Cuba before entering into the agreem ent with BioPower Corporation on November
30, 2010 or during the period between the signi ng of the agreement and the cancellation
of the license rights related to Cuba, and whether you intend to  have any future contacts
with Cuba.  Similarly, tell us whether you prev iously had, currently have, or anticipate
having any contacts with Iran, Sudan, or Syria.  If so, please provide us the information
regarding your contacts with Iran, Sudan, and Syria we requested in comments 2 and 3 of
our previous letter.
2. Please furnish in your response letter the written statement from the company we
requested at the end of the second pa ge of our letter dated March 8, 2011.

Mark Quinn
Clenergen Corporation March 18, 2011 Page 2
Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-
3470 if you have any questions abou t the comments or our review.
          S i n c e r e l y ,              C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk   cc:  Roger Schwall   Assistant Director  Division of Cor poration Finance

CORRESP
1
filename1.htm

    Unassociated Document

9th March 2010

Ms Cecilia Blye

Chief, Office of Global Security Risk

United States, SEC

Washington, D.C. 20549-7010

Dear Ms Blye

Re: Clenergen Corporation, File No. 333-130286

We have cancelled any license rights and agreements in Cuba and have no business interest in those three countries.

If you have further questions, please do not hesitate to contact me during office hours at our London address on +44 207 7390028.

Yours sincerely

/s/ Mark LM Quinn

Mark LM Quinn

Executive Chairman

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
March 8, 2011

Mark Quinn Executive Chairman
Clenergen Corporation
Bath House, 8 Chapel Place Rivington Road, London, U.K. EC2A 3DQ
 Re: Clenergen Corporation
  Form 10-K for the Fiscal Year Ended October 31, 2010
  Filed February 14, 2011   File No. 333-130286
Dear Mr. Quinn:

We have limited our review of your filing to your  contacts with countries that have been
identified as state sponsors of terrorism, and we  have the following comments.  Our review with
respect to this issue does not prec lude further review by the Assist ant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  General

1. We note on page 16 in your Form 10-K that  your agreement with BioPower Corporation
covers Cuba.  We also note on page 15 that  you intend to produce certain materials for
export to the Middle East, a re gion that can be understood to include Iran, Sudan, and
Syria.  Cuba, Iran, Sudan, and Syria are id entified by the State Department as state
sponsors of terrorism, and are subject to U.S.  economic sanctions and export controls.
We note that your Form 10-K does not include disclosure regarding contacts with the
referenced countries.  Please describe to us the nature and extent of your past, current,
and anticipated contacts with Cuba, Iran, Sudan, and Syria, whether through subsidiaries,
joint ventures, or other direct or indirect arrangements.  Your response should describe
any materials, goods, technology, information, and services that you have provided, or
intend to provide, into Cuba, Iran, Sudan, and Sy ria, directly or indi rectly; the nature and
extent of any direct or indire ct marketing or selling effort s in the referenced countries;

Mark Quinn
Clenergen Corporation March 8, 2011 Page 2
and any agreements, commercial arrangements,  or other contacts you have had with the
governments of the referenced countries or entities controlled by those governments.

2. Please tell us whether, to the best of your knowledge, understanding, and belief, any of
the materials, goods, or technology you have provi ded or intend to provide, directly or
indirectly, into Cuba, Iran, Sudan, and Syri a, including any technol ogy you have licensed
to BioPower Corporation, or products deri ved from such technol ogy, are controlled items
included in the Department of Commerce’s Commerce Control List.
3. Please discuss the materiality of any contac ts with Cuba, Iran, Sudan, and Syria and
whether those contacts constitute a material in vestment risk for your security holders.
Address materiality in terms of qualitative fact ors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and shar e value.  As you may be aware, various
state and municipal governments, universitie s, and other investors have proposed or
adopted divestment or similar initiatives regarding investment in companies that do
business with U.S.-designated state sponsors of terrorism.  Your materiality analysis
should address the potential imp act of the investor sentimen t evidenced by such actions
directed toward companies that have contac ts with Cuba, Iran, Sudan, or Syria.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts rela ting to the company’s disclosure , they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-
3470 if you have any questions abou t the comments or our review.
          S i n c e r e l y ,

Mark Quinn
Clenergen Corporation March 8, 2011 Page 3            C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk   cc:  Roger Schwall   Assistant Director  Division of Cor poration Finance

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
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<TEXT>
                        AMERICAN BONANZA RESOURCES CORP.
                      94 Dowdeswell Street, P.O. Box N7521
                                 Nassau, Bahamas
                                  (866)640-8818
--------------------------------------------------------------------------------

March 5, 2009

Jennifer O'Brien
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 7010
100 F Street N.E.
Washington, DC 20549

RE: American Bonanza Resources Corp.
    Form 10-K for the Fiscal Year Ended October 31, 2008
    Filed January 22, 2009
    Form 10-Q for the Fiscal Quarter Ended January 31, 2009
    Filed February 25, 2009
    File No. 333-130286

Dear Ms. O'Brien:

In connection with the amendments made regarding the above referenced filings we
also make the following representations:

     *    the Company is responsible for the adequacy and accuracy of the
          disclosure in the filing;

     *    staff comments or changes to disclosure in response to staff comments
          do not foreclose the Commission from taking any action with respect to
          the filing; and

     *    the Company may not assert staff comments as defense in any proceeding
          initiated by the Commission or any person under the federal securities
          laws of the United States.

Thank you very much for your kind cooperation and assistance in this matter.

Very truly yours,

/s/ Wolf Seyfert
--------------------------------
Wolf Seyfert, President
</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        March 5, 2009
   Mr. Wolf Seyfert Chief Financial Officer American Bonanza Resources Corp. 94 Dowdeswell Street, PO Box N7521 Nassau, Bahamas
 Re: American Bonanza Resources Corp.
  Form 10-K for the Fiscal Year Ended October 31, 2008
Filed January 22, 2009
  File No. 333-130286

 Dear Mr. Seyfert:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.            S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        March 2, 2009

Mr. Wolf Seyfert
Chief Financial Officer American Bonanza Resources Corp. 94 Dowdeswell Street, PO Box N7521 Nassau, Bahamas
 Re: American Bonanza Resources Corp.
  Form 10-K for the Fiscal Year Ended October 31, 2008
Filed January 22, 2009
  Form 10-Q for the Fiscal Quarter Ended January 31, 2009
Filed February 25, 2009
  File No. 333-130286

 Dear Mr. Seyfert:
We have reviewed your filings and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended October 31, 2008

Controls and Procedures, page 21

1. We note you did not include the disclosure required by Item 307 of Regulation S-K regarding management’s conclusion on the effectiveness of your disclosure controls and procedures as of October 31, 2008.  Please confirm, if true, that your omission of this disclosure was inadvertent, or otherwise advise.  Furthermore,

Mr. Wolf Seyfert
American Bonanza Resources Corp.
March 2, 2009 Page 2

please expand your disclosure to include the information required by Item 307 of Regulation S-K as necessary.
 2. In addressing the comment above, please consider dividing your disclosure under this heading into three separate topics as follows:

ƒ disclosure regarding disclosure controls and procedures (Item 307 of Regulation S-K);
 ƒ disclosure of management's annual report on internal control over financial reporting (Item 308T(a) of Regulation S-K); and,

ƒ disclosure of changes in internal control over financial reporting (Item 308T(b) of Regulation S-K).  Please modify your disclosure to refer to changes during your last fiscal quarter (f ourth fiscal quarter in the case of an
annual report).

Exhibits 31.1 and 31.2

3. We note that your certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is worded such that it does not precisely match the language as set forth in the Act.  Refer to Item 601(b)(31) of Regulation S-K for the exact text of the required Section 302 certifications and modify your exhibits as appropriate.  In this regard and without limitation, there is no provision for your certifying officer to identify the position held with the Compa ny in the first line of the certification.
We note the certifications in your Form 10-Q for the fiscal quarter ended January 31, 2009 do not contain this modification.

Form 10-Q for the Fiscal Quarter Ended January 31, 2009

4. Please be advised the definition of disclosure controls and procedures under Rules 13a-15(e) and 15d-15(e) also includes controls and procedures to ensure that information required to be disclosed by an issuer in the reports it submits under the Act are accumulated and communicated to the issuer’s management, including its principal executive and financial officers.  Please modify your disclosed definition of “disclosure controls and procedures” or make reference to the definition of such disclosure controls and procedures in Rules 13a-15(e) and 15d-15(e), as appropriate, to address this requirement.

Mr. Wolf Seyfert
American Bonanza Resources Corp.
March 2, 2009 Page 3

5. You state there were no “significant changes” in your “internal controls” and no factors that could “significantly affect” these controls subsequent to the date of their evaluation.  However, Item 308T(c) of Regulation S-K requires that you disclose any change in your “internal control over financial reporting” identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during your last fiscal quarter that has “materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.”  Please modify your disclosure accordingly.
 6. We also note from your disclosure that you “have not identified any significant deficiencies or material weaknesses in [y]our internal controls, and therefore there were no corrective actions taken.”  Given management’s conclusion that your internal control over financial reporting was ineffective as of October 31, 2008, please tell us and expand your disclosure to explain the necessary facts and circumstances that led to your ability to conclude that you no longer had any significant deficiencies or material weaknesses in your internal control over financial reporting as of January 31, 2009.

Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Mr. Wolf Seyfert
American Bonanza Resources Corp. March 2, 2009 Page 4

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Jennifer O’Brien at (202) 551-3721, or John Cannarella at (202)
551- 3337, if you have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 551-3683 with any other questions.          S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

20549-4561
                             February 17, 2006

James B. Parsons
Parsons Law Firm
2070 Skyline Tower, 10900 NE 4th Street
Bellevue, Washington  98004

Re: American Bonanza Resources Corp.
       Form SB-2, amendment number 2, filed February 13, 2006
       File Number 333-130286

Dear Mr. Parsons:

We have reviewed your amended Form SB-2 and have the following comments.  We
have no further accounting comments at this time.  Where indicated, we think you should revise
this document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information we may have additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Cover

1. Here and at the bottom of page 14, please explain what you mean by the statement that you have no desire for the warrants to trade.

General Information, page 22

2. At the first full paragraph on page 23, reconcile your statement that the information has been provided by management and the next sentence statement that you are relying upon Mr. Stephenson for the mining information in the filing.

*  *  *  *  *

American Bonanza Resources Corporation
Page 2

Closing Comments

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

Direct any questions on accounting matters to Rebekah Moore 202-551-3463, Angela
Connell, Senior Accountant at 202-551-3426.  Please direct any other questions to David Lyon at 202-551-3421, or to me at 202-551-3419.

      S i n c e r e l y ,

       Christian Windsor
Special Counsel

By fax : James B. Parsons
   Fax number 425-451-8568

<DOCUMENT>
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<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
February 28, 2006

David Lyon, Esq.
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street N.E.
Washington, DC 20549

RE: American Bonanza Resources Corp.
    Registration Statement on Form SB-2
    File No. 333-130286
    Amendment No. 3 Filed February 21, 2006

Dear Mr. Lyon:

This letter shall serve as the request of American Bonanza Resources Corp.,
pursuant to Rule 461, to accelerate the effectiveness of the above-referenced
registration statement to Thursday, March 2, 2006, 12:00PM EST, or the soonest
practicable date thereafter. We are aware of our filing obligations under the
Securities Act of 1933, as amended, and intend to fully comply therewith.

We also make the following representations:

     *    should the Commission or the staff, acting pursuant to delegated
          authority, declare the filing effective, it does not foreclose the
          Commission from taking any action with respect to the filing;

     *    the action of the Commission or the staff, acting pursuant to
          delegated authority, in declaring the filing effective, does not
          relieve the company from its full responsibility for the adequacy and
          accuracy of the disclosure in the filing; and

     *    the Company may not assert this action as defense in any proceeding
          initiated by the Commission or any person under the federal securities
          laws of the United States.

Thank you very much for your kind cooperation and assistance in this matter.

Very truly yours,

/s/ Thomas Gelfand
-----------------------
Thomas Gelfand, President
</TEXT>
</DOCUMENT>