HNO International, Inc. 10-Q

Item 3. Quantitative and Qualitative Disclosures about Market Risk. This item is not applicable to smaller reporting companies. Item 4T. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management conducted an evaluation, with the participation of our then-chief executive officer and then-chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our chief executive officer and then-chief financial officer have concluded that our disclosure controls and procedures were not effective in reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act. We failed to file our 10-Q for the quarter ending January 31, 2010 on a timely basis. We are attempting to resolve such ineffective disclosure controls and procedures and, to such end, we have retained outside accountants to assist us in revising our systems and provide financial reporting support. 16 Changes in Internal Control over Financial Reporting We are in the process of adopting new internal controls over the financial reporting as we migrate from a development stage company to an operating company. During the 2010 Nine Month Period, we have retained two executives with substantial experience in accounting and financial matters, Tim J.E. Bowen, our chief executive officer, and Mike Starkie, our acting chief financial officer. Further, subsequent to the 2010 Third Quarter, we retained two individuals with substantial experience within our marketplace. These latter two individuals are due to join us in October 2010 and be based at our Chennai offices. They will be responsible for maintaining the corporate and operational financial records for our operations in India. 17 PART II – OTHER INFORMATION Item 1. Legal Proceedings. Not applicable. Item 1A. Risk Factors. Not applicable.