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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
|
