SecProbe.io

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<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

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 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

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<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
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CORRESP
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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
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    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
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    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

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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<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
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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>
<TYPE>CORRESP
<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
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