UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report of Completed Interim Reports.
On May 7, 2024, Barton CPA (“Barton”) was engaged by HNO International, Inc. (the “Company”) to be the independent registered public accounting firm of the Company, as a result of the order, dated May 3, 2024, issued by the U.S. Securities and Exchange Commission (“SEC”) suspending the Company’s prior independent registered public accounting firm, BF Borgers CPA PC, from appearing and practicing as an accountant before the SEC. The Company’s Board of Directors engaged Barton to audit our financial statements for the years ended October 31, 2024 and October 31, 2023.
In connection with Barton’s audit of the years ended October 31, 2024 and October 31, 2023, we identified necessary accounting adjustments related to the fair market value of stock-based compensation reported in the financial statements for the year ended October 31, 2023 included in the Form 10-K (the “Previously Issued Financial Statements”). In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impacts were material to the Previously Issued Financial Statements that contained the errors.
On February 28, 2025, the Company’s Board of Directors, who consulted with the Company’s independent registered public accounting firm, concluded that the the Company’s Previously Issued Financial Statements included in the Form 10-K for the year ended October 31, 2023 as filed with the SEC on January 29, 2024, should no longer be relied upon due to the misstatements described below.
For the year ended October 31, 2023
| · | Fair Market Value Stock Valuation Adjustment: The Company has adjusted the fair market value of the stock-based compensation to accurately reflect the value at the time of issuance. This revision ensures that the stock-based compensation is appropriately measured and reported. |
| · | Share-Based Compensation: As a result of the updated fair market value assessment, there has been an increase in share-based compensation expenses. |
| · | Equity Adjustments: In response to the updated fair market value of the stock-based compensation, corresponding adjustments have been made to additional paid-in capital and accumulated deficit. |
The net impact of correcting this adjustment will be an increase in net loss of approximately $467,775 for the year ended October 31, 2023, which relates to the change in fair market value of the stock-based compensation.
These corrections will be addressed in the Annual Report on Form 10-K for the year ended October 31, 2024. The 10-K will include revised financial statements for the year ended October 31, 2023, to accurately reflect these adjustments alongside the regular disclosures for the year ended October 31, 2024.
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Our remediation efforts are ongoing and we will continue our initiatives to consider additional skilled resources in program management, accounting, and finance related functions and to expand the effort to implement and document policies, procedures, and internal controls. The Company’s remediation plan with respect to the such material weakness will be described in more detail in the Company’s the Annual Report on Form 10-K for year ended October 31, 2024, which the Company plans to file as promptly as possible.
The Company’s management and the Board of Directors have discussed with Barton CPA, the Company’s independent registered public accounting firm, the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Document | |
| 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)
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| Date: March 6, 2025 | By:
/s/ Donald Owens Chief Executive Officer
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