What exhibit was filed related to Barton CPA’s dismissal at HNOI?

HNO International included a letter from Barton CPA, PLLC as Exhibit 16.1, dated April 16, 2026. The letter is addressed to the SEC and states whether Barton agrees with the company’s description of the circumstances around the auditor change and the absence of disagreements or reportable events.

HNO International changes independent auditor

HNO International, Inc. has changed its independent accounting firm.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

HNO International, Inc. has changed its independent accounting firm. On April 13, 2026, the company dismissed Barton CPA, PLLC as its independent accountant. Barton’s audit reports for the fiscal years ended October 31, 2025 and 2024 included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern, but no adverse opinions or disclaimers.

On April 10, 2026, the board approved the engagement of Green Growth CPAs as the new independent registered public accounting firm to audit annual financial statements and review interim results. The company states there were no disagreements with Barton on accounting, disclosure, or audit matters, and no reportable events or disagreements in consultations with Green Growth CPAs.

Insights

HNO International replaces its auditor with no reported disputes but under ongoing going-concern scrutiny.

HNO International dismissed Barton CPA, PLLC on April 13, 2026 and appointed Green Growth CPAs on April 10, 2026 as its new independent registered public accounting firm. This is a governance and oversight change rather than an operating event.

Barton’s reports for the years ended October 31, 2025 and October 31, 2024 contained an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern, signaling financial pressure. However, the company reports no disagreements with Barton on accounting principles, disclosures, or audit procedures.

The company also notes that neither it nor its representatives consulted Green Growth CPAs on specific accounting treatments or audit opinions before the appointment, and that there were no matters deemed "disagreements" or "reportable events" under Regulation S-K. Future audited and interim reports by Green Growth CPAs will show how the new auditor assesses going-concern risks for periods ending after October 31, 2025.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Dismissal date of Barton CPA, PLLC: April 13, 2026 Appointment date of Green Growth CPAs: April 10, 2026 Fiscal year-end dates covered by Barton reports: October 31, 2025 and October 31, 2024 +1 more

4 metrics

Dismissal date of Barton CPA, PLLC April 13, 2026 Date HNO International ended Barton’s role as independent accountant

Appointment date of Green Growth CPAs April 10, 2026 Date board approved Green Growth CPAs as new auditor

Fiscal year-end dates covered by Barton reports October 31, 2025 and October 31, 2024 Years whose audit reports included a going-concern explanatory paragraph

Exhibit 16.1 date April 16, 2026 Date of Barton CPA, PLLC letter to the SEC

Key Terms

going concern, independent registered public accounting firm, reportable event, Regulation S-K, +1 more

5 terms

going concern financial

"an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

independent registered public accounting firm regulatory

"Green Growth CPAs, an independent registered public accounting firm, as the Company’s new independent accountant"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reportable event regulatory

"any matter that was the subject of a "disagreement" ... or a “reportable event”"

Regulation S-K regulatory

"as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change in auditor did HNOI disclose for April 2026?

HNO International, Inc. dismissed Barton CPA, PLLC as its independent accountant on April 13, 2026 and engaged Green Growth CPAs. Barton previously audited the company’s financial statements, while Green Growth CPAs will now audit annual results and review interim financial statements going forward.

Why were Barton CPA’s prior audit reports on HNOI notable?

Barton’s audit reports for HNO International’s fiscal years ended October 31, 2025 and 2024 included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern. The reports did not contain adverse opinions or disclaimers of opinion despite that concern.

Did HNOI report any disagreements with Barton CPA before dismissal?

HNO International states there were no disagreements with Barton CPA during the two most recent fiscal years and interim periods before dismissal. This covers accounting principles, financial statement disclosure, and auditing scope or procedures that might otherwise have been referenced in Barton’s audit reports.

What role will Green Growth CPAs have at HNO International (HNOI)?

Green Growth CPAs has been approved by HNO International’s board as the new independent registered public accounting firm. The firm will audit the company’s financial statements and perform reviews of interim financial statements, taking over responsibilities previously handled by Barton CPA, PLLC.

Did HNOI consult Green Growth CPAs before appointing them as auditor?

HNO International reports that neither the company nor anyone on its behalf consulted Green Growth CPAs on specific accounting treatments, potential audit opinions, disagreements, or reportable events for fiscal 2025 and 2024. No written or oral advice from Green Growth CPAs influenced prior accounting decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/16/2026 - 11:23 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 13, 2026

HNO INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-56568	20-2781289
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

41558 Eastman Drive, Suite B Murrieta, CA	92562
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code (951) 305-8872

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

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

Item 4.01 Changes in Registrant's Certifying Accountant

Dismissal of Barton CPA, PLLC

On April 13, 2026, HNO International Inc., a Nevada corporation (the “Company”), dismissed Barton CPA, PLLC (“Barton”) as its independent accountant to audit the Company’s financial statements. The reports of Barton on the Company’s financial statements for each of the fiscal years ended October 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion, but were modified to include an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern.

During the two most recent fiscal years and any subsequent interim period preceding Barton’s dismissal, there were no disagreements with Barton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Barton, would have caused Barton to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements.

The Company provided Barton with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested that Barton furnish the Company with a letter addressed to the SEC stating whether or not Barton agrees with the statements made in this Item 4.01 and, if not, stating the respects in which it does not agree. A copy of Barton’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Appointment of Green Growth CPAs

On April 10, 2026, the Company’s Board of Directors approved the engagement of Green Growth CPAs, an independent registered public accounting firm, as the Company’s new independent accountant to audit the Company’s financial statements and to perform reviews of interim financial statements. During the fiscal years ended October 31, 2025 and 2024 and through the date of this report, neither the Company, nor anyone on its behalf, consulted Green Growth CPAs regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the financial statements of the Company, and no written report or oral advice was provided to the Company by Green Growth CPAs that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Document
16.1		Letter from Barton CPA, PLLC dated April 16, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HNO International, Inc.

(Registrant)

Date: April 16, 2026

By: /s/ Donald Owens
Donald Owens

Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

HNO International changes independent auditor

Rhea-AI Filing Summary

Positive

Negative